2008 Uses in Establishment of Accounts Clause

Establishment of Accounts from Settlement Agreement

This SETTLEMENT AGREEMENT (this Agreement) is made as of February 28, 2008 by and among Solutia Inc., a Delaware corporation (Solutia) Monsanto Company (Monsanto) and SFC LLC, a Delaware limited liability company directly and wholly owned by Solutia (Funding Co).

Establishment of Accounts. Any cash delivered to Funding Co pursuant to this Agreement, together with all income accrued thereon, are referred to as the Funds. Funding Co shall establish a deposit account (the Deposit Account) with a commercial bank having at least $10 billion in assets (a Qualified Financial Institution) to hold any Funds not invested pursuant to Section 2.04 and from which disbursements shall be made pursuant to this Agreement. Funding Co shall maintain the following two segregated subaccounts of the Deposit Account: (a) an environmental liabilities account (the Environmental Account) and (b) an unallocated account (the Unallocated Account, and together with the Environmental Account, the Funding Co Accounts). Funding Co shall keep each Funding Co Account segregated on its books from all other accounts and shall not deposit funds into or withdraw funds from the Deposit Account or allocate Funds with respect to any Funding Co Account, except in accordance with the terms of this Agreement. Whenever this Agreement requires funds to be deposited into or disbursed from either Funding Co Account, Funding Co shall deposit such funds into or disburse such funds from, as applicable, the Deposit Account and concurrently allocate such funds to or from, as applicable, such Funding Co Account. Funding Co shall not invest, distribute or release the Funds, except in accordance with the terms of this Agreement. Any income that accrues on Funds in any of the Funding Co Accounts shall be allocated to the Funding Co Account containing the Funds on which such income accrued.