ELECTION OF DIRECTORS (PROXY ITEM NO. 1)




STRUCTURE OF THE BOARD



Our Restated Certificate of Incorporation and by-laws provide for a Board of
Directors that is divided into three classes as equal in size as possible. The
classes have three-year terms, and the term of one class expires each year in
rotation at that year's annual meeting. Vacancies on the board may be filled by
persons elected by a majority of the remaining directors, or, at the direction
of the remaining directors, by Solutia's stockholders. A director elected by the
board to fill a vacancy, or a new directorship created by an increase in the
size of the board, serves for the remainder of the full term of the class of
directors in which the vacancy or newly created directorship occurred. During
2000, the Board of Directors increased the size of the board from ten to eleven
members and elected Ms. Sally G. Narodick to fill the newly created directorship
in the class of 2002. Effective at the end of December 2000, Mr. Robert G.
Potter retired as a director, and the board decreased its size to ten members.
We will greatly miss Mr. Potter's devoted service to Solutia.


Solutia's Board of Directors has nominated four individuals, all of whom are
currently directors of Solutia, for election as directors at the 2001 Annual
Meeting: Mr. John C. Hunter III, Mr. Michael E. Miller, Mr. William D.
Ruckelshaus, and Dr. John B. Slaughter. All but Mr. Miller were previously
elected by Solutia's shareholders. Mr. Miller was elected by Solutia's Board of
Directors. Directors nominated for election would hold office until the Annual
Meeting in 2004, or until their respective successors are elected and qualified,
or until their earlier death, resignation or removal. However, in accordance
with Solutia's mandatory retirement policy for directors who are not employees
of Solutia, Mr. Ruckelshaus will resign as a director effective as of the date
of the 2003 Annual Meeting of Stockholders. We also anticipate that Mr. Miller
will resign from the board before April 2004 in accordance with Solutia's policy
that employee directors retire from the board coincident with, or soon after,
their retirement as employees.


The board is not aware that any nominee named in this proxy statement will be
unwilling or unable to stand for election as a director. If that happens,
however, your proxy authorizes us to vote for a replacement nominee if the board
names one. As an alternative, the board may reduce the number of directors to be
elected at the meeting.



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NOMINEES FOR A THREE-YEAR TERM THAT WILL EXPIRE IN 2004



JOHN C. HUNTER III          PRINCIPAL OCCUPATION: CHAIRMAN, PRESIDENT, AND CHIEF
EXECUTIVE OFFICER, SOLUTIA INC.
[JOHN C. HUNTER III         FIRST BECAME DIRECTOR: 1997
PHOTO]                      AGE: 54
Mr. Hunter has been Chairman and Chief Executive Officer of
Solutia Inc. since 1999 and President since 1997. He was
Chief Operating Officer from 1997 to 1999. From 1995 to
1997, he was President of the Fibers Business Unit of
Monsanto Company. Mr. Hunter is a Director of Penford
Corporation. He is also on the Board of Directors of
Missouri Baptist Hospital.


MICHAEL E. MILLER           PRINCIPAL OCCUPATION: VICE CHAIRMAN, SOLUTIA INC.
FIRST BECAME DIRECTOR: 1999
[MICHAEL E. MILLER          AGE: 59
PHOTO]                      Mr. Miller has been Vice Chairman of Solutia Inc. since
1998. He served as Chief Operating Officer from 1999 to
2001. From 1997 to 1998, he was a Senior Vice President. He
was an Advisory Director from 1997 to 1999. From 1995 to
1997, Mr. Miller was President of the Specialty Products
Business Unit of Monsanto Company. Mr. Miller is a Director
of Watlow Electric Manufacturing Company and Alpha
Technologies. He is also a Trustee of Fontbonne College.


WILLIAM D. RUCKELSHAUS      PRINCIPAL OCCUPATION: STRATEGIC PARTNER, MADRONA VENTURE
FUND
[WILLIAM D. RUCKELSHAUS     FIRST BECAME DIRECTOR: 1997
PHOTO]                      AGE: 68
Mr. Ruckelshaus has been Strategic Partner, Madrona Venture
Fund since 1999. He has also been a Principal of Madrona
Investment Group L.L.C. since 1996. From 1988 to 1997, Mr.
Ruckelshaus was Chairman of Browning-Ferris Industries, Inc.
and Chief Executive Officer from 1988 to 1995. He was Of
Counsel to Perkins Coie from 1985 to 1988. He served as
Administrator of the Environmental Protection Agency from
1983 to 1985. Mr. Ruckelshaus is a Director of Coinstar,
Inc., Cummins Engine Co., Inc., Nordstrom, Inc., Pharmacia
Corporation, and Weyerhaeuser Company.


JOHN B. SLAUGHTER           PRINCIPAL OCCUPATION: PRESIDENT AND CHIEF EXECUTIVE OFFICER,
NACME, INC.
[JOHN B. SLAUGHTER          FIRST BECAME DIRECTOR: 1997
PHOTO]                      AGE: 66
Dr. Slaughter has been the President and Chief Executive
Officer of The National Action Council for Minorities in
Engineering, Inc. (NACME), a non-profit corporation, since
2000. From 1999 to 2000, he was the Irving R. Melbo
Professor of Leadership in Education at the University of
Southern California and President Emeritus of Occidental
College, where he served as President from 1988 to 1999. He
was the Director of the National Science Foundation from
1980 to 1982. Dr. Slaughter is a Director of International
Business Machines Corporation and Northrop Grumman Corp. He
is a Fellow of the American Academy of Arts and Sciences,
the American Association for the Advancement of Science, and
the Institute of Electrical and Electronic Engineers. He is
also a member of the National Academy of Engineering.




YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THESE NOMINEES.





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DIRECTORS WHOSE TERMS WILL EXPIRE IN 2002



PAUL H. HATFIELD            PRINCIPAL OCCUPATION: PRINCIPAL, HATFIELD CAPITAL GROUP
FIRST BECAME DIRECTOR: 1997
[PAUL H. HATFIELD PHOTO]    AGE: 65
Mr. Hatfield has been a Principal of Hatfield Capital Group
since 1997. He was Chairman of the Board, President, and
Chief Executive Officer of Petrolite Corporation from 1995
to 1997. Mr. Hatfield is a Director of Penford Corporation
and Maritz, Inc.


J. PATRICK MULCAHY          PRINCIPAL OCCUPATION: CHIEF EXECUTIVE OFFICER, ENERGIZER
HOLDINGS, INC.
[J. PATRICK MULCAHY         FIRST BECAME DIRECTOR: 1999
PHOTO]                      AGE: 57
Mr. Mulcahy has been Chief Executive Officer, Energizer
Holdings, Inc. since 2000. He was Chairman and Chief
Executive Officer of Eveready Battery Company Inc., a
subsidiary of Ralston Purina Company, from 1987 to 2000, and
a corporate officer of Ralston Purina Company from 1984 to
2000. He served as Co-Chief Executive Officer and
Co-President of Ralston Purina Company from 1997 to 1999.
Mr. Mulcahy is a Director of Energizer Holdings, Inc.


SALLY G. NARODICK           PRINCIPAL OCCUPATION: EDUCATIONAL TECHNOLOGY AND E-LEARNING
CONSULTANT
[SALLY G. NARODICK          FIRST BECAME DIRECTOR: 2000
PHOTO]                      AGE: 55
Ms. Narodick is an educational technology and e-learning
consultant. She was Chief Executive Officer of Apex
Learning, Inc., an Internet educational software company,
from its founding in 1998 until her retirement in 2000.
Previously, she served as an education technology
consultant, both independently and for the Consumer Division
of IBM from 1996 to 1998. Ms. Narodick was Chair and Chief
Executive Officer of Edmark Corporation from 1989 to 1996.
She is a Director of Penford Corporation, Puget Sound
Energy, Inc., and click2learn.com, inc.



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DIRECTORS WHOSE TERMS WILL EXPIRE IN 2003



ROBERT T. BLAKELY           PRINCIPAL OCCUPATION: EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, LYONDELL CHEMICAL COMPANY
[ROBERT T. BLAKELY          FIRST BECAME DIRECTOR: 1997
PHOTO]                      AGE: 59
Mr. Blakely has been Executive Vice President and Chief
Financial Officer of Lyondell Chemical Company since 1999.
He was an Executive Vice President and Chief Financial
Officer of Tenneco Inc. from 1981 to 1999. He is a Director
of Vlasic Foods International Inc. He also serves as a
Trustee of Cornell University.


ROBERT H. JENKINS           PRINCIPAL OCCUPATION: RETIRED CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER, SUNDSTRAND CORPORATION
[ROBERT H. JENKINS          FIRST BECAME DIRECTOR: 1997
PHOTO]                      AGE: 58
Mr. Jenkins was Chairman of the Board and Chief Executive
Officer of Sundstrand Corporation from 1997 to 1999. He was
President and Chief Executive Officer of Sundstrand
Corporation from 1995 to 1997. Mr. Jenkins is a Director of
AK Steel Holdings Corporation, CLARCOR Inc., Pella
Corporation, Sentry Insurance, and Visteon Corporation.


FRANK A. METZ, JR.          PRINCIPAL OCCUPATION: RETIRED SENIOR VICE PRESIDENT, FINANCE
AND PLANNING, AND CHIEF FINANCIAL OFFICER, INTERNATIONAL
[FRANK A. METZ, JR.         BUSINESS MACHINES CORPORATION
PHOTO]                      FIRST BECAME DIRECTOR: 1997
AGE: 67
Mr. Metz was Senior Vice President, Finance and Planning,
and Chief Financial Officer of International Business
Machines Corporation from 1986 to 1993 and a Director from
1991 to 1993. Mr. Metz is a Director of Allegheny Energy,
Inc.



BOARD MEETINGS AND COMMITTEES



Our Board of Directors met six times in 2000. In addition, directors attended
meetings of board committees. A description of each committee and its current
membership follows.



Audit and Finance Committee



Members: Mr. Metz, Chairman; Messrs. Blakely and Mulcahy, and Dr. Slaughter


The Audit and Finance Committee, composed of non-employee directors, met seven
times in 2000. Solutia's Board of Directors has concluded that each of these
members is independent and financially literate within the meaning of the New
York Stock Exchange rules regarding audit committees. The committee reviews and
monitors Solutia's internal controls, financial reports, and accounting
practices as well as the scope and extent of the audits performed by both the
independent and internal auditors. The committee also recommends to the full
board the selection of Solutia's principal independent auditors, and it approves
in advance all significant audit and non-audit services provided by these
auditors. The internal and principal independent auditors meet with this
committee, with and without management representatives present, to discuss the
results of their examination, the adequacy of Solutia's internal accounting
controls, and the quality of Solutia's financial reporting.



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The Audit and Finance Committee also reviews and monitors Solutia's financial
policies, including planning and capital structure, so that they conform to
Solutia's requirements for growth and sound operation.


The Board has adopted a written charter setting out the functions the committee
is to perform. You can find a copy of the Audit and Finance Committee Charter in
Appendix A to this proxy statement.