Solutia

SECOND AMENDED AND RESTATED BYLAWS OF SOLUTIA INC. ARTICLE I Meetings of Stockholders (July 2nd, 2012)

Amendment No. 1 to 382 Rights Agreement (January 30th, 2012)

This Amendment No. 1 (this Amendment) is entered into as of January 26, 2012 and amends that 382 Rights Agreement, dated as of July 27, 2009 (the Rights Agreement), by and between Solutia Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the Rights Agent). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Rights Agreement.

Amendment No. 1 to 382 Rights Agreement (January 30th, 2012)

This Amendment No. 1 (this Amendment) is entered into as of January 26, 2012 and amends that 382 Rights Agreement, dated as of July 27, 2009 (the Rights Agreement), by and between Solutia Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the Rights Agent). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Rights Agreement.

Agreement and Plan of Merger by and Among Solutia Inc., Eastman Chemical Company and Eagle Merger Sub Corporation Dated January 26, 2012 (January 30th, 2012)

AGREEMENT AND PLAN OF MERGER, dated January 26, 2012 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this Agreement), by and among Solutia Inc., a Delaware corporation (the Company), Eastman Chemical Company, a Delaware corporation (Parent), Eagle Merger Sub Corporation, a Delaware corporation and indirect Subsidiary of Parent (Merger Sub).

Dear Colleagues: (January 27th, 2012)

This morning, it has been announced that after careful consideration, upon unanimous approval by our board of directors, Solutia has entered into an agreement to merge with Eastman Chemical Company, a worldwide manufacturer and marketer of chemicals, fibers and plastics with a 92-year history in the industry. The joint press release issued moments ago is attached.

Contract (October 28th, 2011)

Securities Transfer Agreement (October 28th, 2011)

This SECURITIES TRANSFER AGREEMENT (this "Agreement") is made and entered into as of August 4, 2011 by and among Solutia Inc., a Delaware corporation (the "Transferor"), Ascend Performance Materials Holdings Inc., a Delaware corporation ("Ascend"), APM Disc Holdings LLC, a Delaware limited liability company ("APM Disc"), and SK Titan Holdings LLC, a Delaware limited liability company (the "Principal Investor" or "Managing Member", as the case may be). Capitalized terms used herein and not otherwise defined herein shall have the meanings given thereto in the Securityholders Agreement (as defined below).

Joint Filing Agreement (October 17th, 2011)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Southwall Technologies Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

Tender and Support Agreement (October 11th, 2011)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of October 6, 2011, is entered into by and among SOLUTIA INC., a Delaware corporation (Parent), BACKBONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), SOUTHWALL TECHNOLOGIES INC., a Delaware corporation (the Company), and each of the stockholders of the Company set forth on Schedule A hereto (each, a Stockholder and collectively, the Stockholders).

Tender and Support Agreement (October 11th, 2011)

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of October 6, 2011, is entered into by and among SOLUTIA INC., a Delaware corporation (Parent), BACKBONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), SOUTHWALL TECHNOLOGIES INC., a Delaware corporation (the Company), and each of the stockholders of the Company set forth on Schedule A hereto (each, a Stockholder and collectively, the Stockholders).

AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC. BACKBONE ACQUISITION SUB, INC. AND SOUTHWALL TECHNOLOGIES INC. Dated as of October 6, 2011 (October 11th, 2011)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of October 6, 2011, is entered into by and among Solutia Inc., a Delaware corporation (Parent), Backbone Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and Southwall Technologies Inc., a Delaware corporation (the Company). Each of Parent, Merger Sub and the Company are referred to herein as a Party and together as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.

PERFORMANCE STOCK AWARD AGREEMENT Pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN (May 3rd, 2011)

THIS PERFORMANCE STOCK AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the "Company"), and the Participant (the "Participant"), pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan, as in effect and as amended from time to time (the "Plan").

RESTRICTED STOCK AWARD AGREEMENT Pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN (May 3rd, 2011)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the "Company"), and the Participant (the "Participant"), pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan, as in effect and as amended from time to time (the "Plan").

AMENDMENT NO. 1, Dated as of March 3, 2011 (This Amendment), to the Credit Agreement Dated as of March 17, 2010, Among SOLUTIA, INC., a Delaware Corporation (The Borrower), the Several Banks and Other Financial Institutions or Entities From Time to Time Parties to the Credit Agreement (The Lenders), the Issuers and Swing Line Lender Party Thereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (The Administrative Agent) and as Collateral Agent (As Amended, Restated, Modified and Supplemented From Time to Time, the Credit Agreement); Capitalized Terms Used and Not Otherwise De (March 9th, 2011)

CREDIT AGREEMENT (this Agreement) dated as of March 17, 2010,2010 (as amended on March 3, 2011, this Agreement), among SOLUTIA INC., a Delaware corporation (the Borrower); each of the Lenders (as defined in Section 1.01); DEUTSCHE BANK TRUST COMPANY AMERICAS (DBTCA), as administrative agent for the Lenders (together with its successors in such capacity, the Administrative Agent), as collateral agent for the Secured Parties (together with its successors in such capacity, the Collateral Agent), as Swing Line Lender and as an Issuer; and CITIBANK, N.A., as an Issuer.

Additional Term-1 Joinder Agreement (March 9th, 2011)

Reference is made to the Credit Agreement dated as of March 17, 2010, among SOLUTIA INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the Lenders), the Issuer and Swing Line Lender party thereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (the Administrative Agent) and as collateral agent (as amended, restated, modified and supplemented from time to time, the Credit Agreement). Capitalized terms used in this Joinder Agreement have the meanings set forth in the Credit Agreement unless specifically defined herein.

RESTRICTED STOCK AWARD AGREEMENT Pursuant to the SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN (February 25th, 2011)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan as in effect and as amended from time to time (the "Plan").

RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN (February 25th, 2011)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan as in effect and as amended from time to time (the "Plan").

SOLUTIA INC. ANNUAL INCENTIVE PLAN FIRST AMENDMENT ARTICLE I Purpose (February 25th, 2011)

The purpose of the Solutia Inc. Annual Incentive Plan is to promote the interest of Solutia Inc. (the "Company") and its shareholders by providing incentives to participants for positively influencing the Company's business results. The Solutia Inc. Annual Incentive Plan is designed to motivate participants to attain the performance goals approved by the Executive Compensation and Development Committee of the Board of Directors or by another committee appointed by the Board while preserving for the benefit of the Company the federal income tax deduction for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended.

Contract (February 25th, 2011)

Contract (February 25th, 2011)

Signature Page to Supplemental Indenture (July 28th, 2010)

SOLUTIA INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 83/4% SENIOR NOTES DUE 2017 SUPPLEMENTAL INDENTURE DATED AS OF June 30, 2010 TO FIRST SUPPLEMENTAL INDENTURE DATED AS OF October 15, 2009 (July 28th, 2010)

This SUPPLEMENTAL INDENTURE, dated as of June 30, 2010 (this "Supplemental Indenture"), is by and among Solutia Inc., a Delaware corporation (such corporation and any successor as defined in the Base Indenture, the "Issuer"), the Guarantors party hereto (the "Guarantors") and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (such institution and any successor as defined in the Base Indenture, the "Trustee").

Article I Definitions (July 28th, 2010)

SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Agreement") dated as of March 17, 2010 among SOLUTIA INC., a Delaware corporation (the "Borrower"), each Subsidiary of the Borrower listed on Schedule I hereto (collectively, together with each Subsidiary that becomes a party hereto pursuant to Section 7.12 of this Agreement, the "Subsidiary Guarantors" and, together with the Borrower, the "Grantors"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, together with its successors in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Credit Agreement referred to below).

Guarantee Agreement (July 28th, 2010)

GUARANTEE AGREEMENT (this "Agreement") dated as of March 17, 2010, among each of the subsidiaries of SOLUTIA INC., a Delaware corporation (the "Borrower"), listed on Schedule I hereto (each such subsidiary individually, a "Guarantor" and collectively, the "Guarantors") in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, together with its successors and assigns in suc h capacity, the "Collateral Agent") for the Secured Parties (as defined in the Credit Agreement referred to below).

CREDIT AGREEMENT Dated as of March 17, 2010 Among SOLUTIA INC., as Borrower, THE LENDERS REFERRED TO HEREIN, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuer, CITIBANK, N.A., HSBC SECURITIES (USA) INC., and JPMORGAN CHASE BANK, N.A. As Co- Syndication Agents, JEFFERIES FINANCE LLC, as Documentation Agent and DEUTSCHE BANK SECURITIES INC., JEFFERIES FINANCE LLC, HSBC SECURITIES (USA) INC., CITIGROUP GLOBAL MARKETS INC. And J.P. MORGAN SECURITIES INC. As Joint Lead Arrangers and as Joint Bookrunners (July 28th, 2010)

CREDIT AGREEMENT (this "Agreement") dated as of March 17, 2010, among SOLUTIA INC., a Delaware corporation (the "Borrower"); each of the Lenders (as defined in Section 1.01); DEUTSCHE BANK TRUST COMPANY AMERICAS ("DBTCA"), as administrative agent for the Lenders (together with its successors in such capacity, the "Administrative Agent"), as collateral agent for the Secured Parties (together with its successors in such capacity, the "Collateral Agent font>"), as Swing Line Lender and as an Issuer; and CITIBANK, N.A., as an Issuer.

Contract (July 28th, 2010)

Contract (July 20th, 2010)

Share Purchase Agreement Between Etimex Holding GmbH Etimex Primary Packaging GmbH Solutia Inc. And Flexsys Verwaltungs- Und Beteiligungsgesellschaft mbH Dated 28 February 2010 Regarding the Sale and Purchase of Etimex Solar GmbH (April 27th, 2010)

a German limited liability company located in 89165 Dietenheim, Martin-Adolff-Strasse 44, registered with the commercial register of the local court of Ulm under register number HRB 720666,

SOLUTIA INC. ANNUAL INCENTIVE PLAN ARTICLE I Purpose (April 27th, 2010)

The purpose of the Solutia Inc. Annual Incentive Plan is to promote the interest of Solutia Inc. (the "Company") and its shareholders by providing incentives to participants for positively influencing the Company's business results. The Solutia Inc. Annual Incentive Plan is designed to motivate participants to attain the performance goals approved by the Executive Compensation and Development Committee of the Board of Directors or by another committee appointed by the Board while preserving for the benefit of the Company the federal income tax deduction for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the SOLUTIA INC. NON- EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN (April 27th, 2010)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan as in effect and as amended from time to time (the "Plan").

FORM OF RESTRICTED STOCK AWARD AGREEMENT Pursuant to the SOLUTIA INC. NON- EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN (April 27th, 2010)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan as in effect and as amended from time to time (the "Plan").

FORM OF PERFORMANCE STOCK AWARD AGREEMENT Pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN (April 27th, 2010)

THIS PERFORMANCE STOCK AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the "Company"), and the Participant (the "Participant"), pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan, as in effect and as amended from time to time (the "Plan").

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN (April 27th, 2010)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the "Company"), and the Optionee (the "Optionee"), pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan, as in effect and as amended from time to time (the "Plan").

FORM OF RESTRICTED STOCK AWARD AGREEMENT Pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN (April 27th, 2010)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the "Company"), and the Participant (the "Participant"), pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan, as in effect and as amended from time to time (the "Plan").

SECURITY AGREEMENT by SOLUTIA INC. And THE SUBSIDIARIES PARTY HERETO, as Grantors, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent Dated as of March 17, 2010 (March 23rd, 2010)

SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) dated as of March 17, 2010 among SOLUTIA INC., a Delaware corporation (the Borrower), each Subsidiary of the Borrower listed on Schedule I hereto (collectively, together with each Subsidiary that becomes a party hereto pursuant to Section 7.12 of this Agreement, the Subsidiary Guarantors and, together with the Borrower, the Grantors), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, together with its successors in such capacity, the Collateral Agent) for the Secured Parties (as defined in the Credit Agreement referred to below).