10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended	March 31, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________________ to _________________________________
Commission File Number: 1-13828
MEMC ELECTRONIC MATERIALS, INC.
(Exact name of registrant as specified in its charter)
Delaware	56-1505767
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)
501 Pearl Drive (City of O'Fallon) St. Peters, Missouri	63376
(Address of principal executive offices)	(Zip Code)
(636) 474-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |X| Yes |_| No
The number of shares of the registrant's common stock outstanding at April 30, 2002 was 70,238,660.

TABLE OF CONTENTS

PART I--FINANCIAL INFORMATION

Item 1. Financial Statements

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

PART II--OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

SIGNATURE

EXHIBIT INDEX

PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; Dollars in thousands, except share data)
			Three Months Ended
			March 31,
			2002	2001
			(Successor)	(Predecessor)
Net sales			$ 136,651	$ 219,834
Cost of goods sold			114,984	192,068
	Gross margin		21,667	27,766
Operating expenses:
	Marketing and administration		17,428	19,269
	Research and development		6,816	15,092
	Restructuring		2,174	-
		Operating loss	(4,751)	(6,595)
Nonoperating (income) expense:
	Interest expense		5,055	22,963
	Interest income		(1,988)	(1,834)
	Royalty income		(565)	(1,140)
	Other, net		900	2,153
		Total nonoperating expense	3,402	22,142
		Loss before income taxes, equity in income (loss) of joint ventures and minority interests	(8,153)	(28,737)
Income taxes			1,454	(10,920)
		Loss before equity in income (loss) of joint ventures and minority interests	(9,607)	(17,817)
Equity in income (loss) of joint ventures			(282)	249
Minority interests			(308)	1
		Net loss	($ 10,197) =======	($ 17,567) =======
		Cumulative preferred stock dividends	($ 7,927) =======	N/A
		Loss allocable to common stockholders	($ 18,124) =======	($ 17,567) =======
Basic loss per share			($ 0.26) =====	($ 0.25) =====
Diluted loss per share			($ 0.26) =====	($ 0.25) =====
Weighted average shares used in computing basic loss per share and diluted loss per share			69,658,319 ========	69,612,900 ========

See accompanying notes to consolidated financial statements.

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
					March 31,	December 31,
					2002	2001
					(Unaudited)
ASSETS
Current assets:
		Cash and cash equivalents			$ 82,137	$ 107,159
		Accounts receivable, less allowance for doubtful accounts of $4,048 and $3,341 in 2002 and 2001, respectively			73,955	67,420
		Inventories			62,241	69,947
		Prepaid and other current assets			18,039	19,504
				Total current assets	236,372	264,030
Property, plant and equipment, net of accumulated depreciation of $130,758 and
		$113,075 in 2002 and 2001, respectively			185,881	200,705
Investments in joint ventures					15,299	15,581
Goodwill, net of accumulated amortization of $736 in 2002 and 2001					3,761	3,761
Deferred tax assets, net					29,837	30,059
Other assets					35,297	35,198
			Total assets		$ 506,447 ========	$ 549,334 ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
		Short-term borrowings and current portion of long-term debt			$ 70,707	$ 75,873
		Accounts payable			44,128	52,079
		Accrued liabilities			45,595	49,958
		Customer deposits			17,570	19,370
		Provision for restructuring costs			5,032	10,505
		Income taxes			3,528	1,994
		Deferred income taxes			3	345
		Accrued wages and salaries			16,019	11,575
			Total current liabilities		202,582	221,699
Long-term debt, less current portion					132,568	144,743
Pension and similar liabilities					101,018	100,804
Customer deposits					25,071	25,373
Other liabilities					22,213	25,881
			Total liabilities		483,452	518,500
Minority interests					51,391	51,083
Redeemable preferred stock:
	Preferred stock, $.01 par value, $1,000 stated value per share, 260,000 shares issued and outstanding in 2002 and 2001, liquidation value $272,174 and $264,247 at 2002 and 2001, respectively				12,174	4,247
Commitments and contingencies
Stockholders' equity:
	Preferred stock, $.01 par value, 50,000,000 shares authorized, 260,000 issued and outstanding at March 31, 2002 and December 31, 2001 (see above)				- -	- -
	Common stock, $.01 par value, 200,000,000 shares authorized, 71,167,865 and 70,542,105 issued at 2001 and 2000, respectively				712	705
	Additional paid-in capital				1,125	8,081
	Accumulated deficit				(39,594)	(29,397)
	Accumulated other comprehensive loss				1,907	835
	Treasury stock, 929,205 in 2001 and 2000				(4,720)	(4,720)
			Total stockholders' equity		(40,570)	(24,496)
			Total liabilities and stockholders' equity		$ 506,447 ========	$ 549,334 ========

See accompanying notes to consolidated financial statements.

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in thousands)
				Three Months Ended
				March 31,
				2002	2001
				(Successor)	(Predecessor)
Cash flows from operating activities:
	Net loss			$ (10,197)	$ (17,567)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation and amortization		9,038	50,601
		Minority interests		308	(1)
		Deferred compensation		977	-
		Equity in (income) loss of joint ventures		282	(249)
		Working capital and other		(6,964)	(8,449)
			Net cash provided by (used in) operating activities	(6,556)	24,335
Cash flows from investing activities:
	Capital expenditures			(2,669)	(12,747)
	Proceeds from sale of property, plant and equipment			-	17
			Net cash used in investing activities	(2,669)	(12,730)
Cash flows from financing activities:
	Net short-term borrowings			(2,084)	16,852
	Principal payments on long-term debt			(14,079)	(13,609)
			Net cash provided by (used in) financing activities	(16,163)	3,243
Effect of exchange rates changes on cash and cash equivalents				366	(4,534)
Net increase (decrease) in cash and cash equivalents				(25,022)	10,314
Cash and cash equivalents at beginning of period				107,159	94,759
Cash and cash equivalents at end of period				$ 82,137 =======	$ 105,073 =======

See accompanying notes to consolidated financial statements.

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share data)

(1) Nature of Operations

MEMC Electronic Materials, Inc. and subsidiaries (MEMC), is a leading worldwide producer of silicon wafers for the semiconductor industry. We have production facilities owned directly in Italy, Japan, Malaysia, South Korea, and the United States and through a joint venture in Taiwan. Our customers include virtually all major semiconductor device manufacturers including the world's largest foundries as well as the major memory, microprocessor, and application specific integrated circuit (ASIC) manufacturers.

(2) Critical Accounting Policies

A summary of our significant accounting policies is presented in our audited financial statements and related management's discussion and analysis for the fiscal year ended December 31, 2001 contained in Exhibit 13 to our annual report on Form 10-K as amended for the fiscal year ended December 31, 2001. See also management's discussion and analysis below.

(3) Basis of Presentation

The accompanying unaudited consolidated financial statements of MEMC, in our opinion, include all adjustments (consisting of normal, recurring items) necessary to present fairly MEMC's financial position and results of operations and cash flows for the periods presented. We have presented the consolidated financial statements in accordance with the requirements of Regulation S-X and consequently do not include all disclosures required by accounting principles generally accepted in the United States of America. This report on Form 10-Q, including unaudited consolidated financial statements, should be read in conjunction with our annual report on Form 10-K, as amended on Form 10-K/A, for the fiscal year ended December 31, 2001, which contains MEMC's audited financial statements for such year and the related management's discussion and analysis of financial condition and results of operations. Operating results for the three-month period ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.

(4) Earnings (loss) per share

The numerator of the basic and diluted loss per share calculation was net loss allocable to common stockholders. Cumulative preferred stock dividends were not added back to the net loss, as the related conversion of the preferred stock would have been antidilutive. For all periods, the preferred stock, the warrants, and the options outstanding were not considered in computing diluted loss per share, as they were antidilutive.

At March 31, 2002, MEMC had 9,421,080 options outstanding, 16,666,667 warrants, 380,124 shares of unvested restricted common stock, and preferred stock convertible into 120,966,252 shares of common stock, which were not included in the computation of diluted loss per share due to the net loss incurred during the three month period ended March 31, 2002.

(5) Inventories

Inventories consist of the following:

	March 31,	December 31,
	2002	2001
Raw materials and supplies	$ 23,911	$ 30,882
Goods in process	24,437	22,088
Finished goods	13,893	16,977
	$ 62,241 =======	$ 69,947 =======

Beginning in 2002, we transitioned our 300 millimeter operations from a pilot line to full-scale production. Consequently, beginning in 2002, 300 millimeter revenues and associated production costs are presented in Net Sales and Cost of Goods Sold, respectively. In the first quarter of 2002, costs of sales associated with 300 millimeter product did not include approximately $3,000 of costs for material which had been expensed as technology costs in a prior period.

(6) Restructuring Costs

During the first quarter of 2002, we reduced our workforce by approximately 100 employees, including U.S., Italy and Japan salaried and hourly employees. We recorded a restructuring charge of $2,174 related to these actions. This entire amount is expected to be paid out in cash during fiscal 2002.

In the 2002 first quarter, we recorded an adjustment to reduce the restructuring reserve by $3,700. This amount was considered to be an adjustment to purchase accounting affecting our balance sheet at November 13, 2001, rather than as a current benefit in our statement of operations.

	Asset Inpairment/ Write-off	Dismantling And Related Costs	Personnel Costs	Total
Balance, December 31, 2001, as adjusted	$ 490	$ 2,584	$ 3,731	$ 6,805
Reclassification	-	113	(113)	-
Charges taken	-	-	2,174	2,174
Amounts utilized	-	(243)	(3,704)	(3,947)
Balance, March 31, 2002	$ 490 ====	$ 2,454 =====	$ 2,088 =====	$ 5,032 =====

Of the $5,032 restructuring reserve at March 31, 2002, approximately $2,100 is expected to be paid out in 2002. The majority of the remaining reserve relates to the Spartanburg facility. Timing for utilization of the remainder of the reserve is primarily dependent on the timing of the sale of this facility.

(7) Comprehensive Loss

Comprehensive loss for the three months ended March 31, 2002 and 2001 was $9,125 and $20,360, respectively. MEMC's only adjustment from net loss to comprehensive loss was foreign currency translation adjustments in all periods presented.

(8) Debt

Our unsecured borrowings from banks total approximately $42,000 at March 31, 2002, under approximately $85,000 of short-term loan agreements. In addition, an investor group led by Texas Pacific Group (collectively, "TPG") retained 55 million Euro (approximately $48,000) in principal amount of a note currently outstanding issued by our Italian subsidiary. We recorded the 55 million Euro Italian subsidiary note at its fair market value of 1 dollar as of November 13, 2001. We will accrete this debt instrument up to its face value in less than one year using the effective interest method. At March 31, 2002, the accreted value of this note was less than $10. Assuming the note remains outstanding until its scheduled maturity date, interest expense related to the accretion of the 55 million Euro Italian subsidiary note will approximate $1,000 and $47,000 for the second and third quarters of 2002, respectively. Pursuant to the restructuring agreement between us and TPG, we have agreed to restructure the 55 millio n Euro Italian subsidiary note on terms set forth in the restructuring agreement. It was originally contemplated that our Italian subsidiary would secure and deliver to TPG a senior secured note due 2031 in the principal amount of 55 million Euro, guaranteed by us, bearing interest at a rate of 6% per annum (payment in kind) and secured by substantially all the assets of our Italian subsidiary. The parties have been unable to restructure the Italian note on the original terms contemplated in the restructuring agreement. We are currently reviewing with TPG alternatives to the originally contemplated restructuring of this debt.

We have long-term committed loan agreements of approximately $281,000 at March 31, 2002, of which approximately $161,000 is outstanding. In addition, we have recorded a $50,000 senior subordinated secured note at its fair market value of 1 dollar as of November 13, 2001. We will accrete this debt instrument up to its face value in six years using the effective interest rate method. At March 31, 2002, the accreted value of this note was less than $1.

(9) Income Taxes

For the quarter ended March 31, 2002, we recognized income tax expense of $1,454, as compared to an income tax benefit of $10,920 for the first quarter of 2001. We have recognized no tax benefit for operating loss carryforwards in the current quarter. Income tax expense in the 2002 first quarter relates to tax jurisdictions in which we expect to owe current taxes and foreign withholding taxes.

Section 382 of the Internal Revenue Code restricts the utilization of net operating losses and other carryover tax attributes upon the occurrence of an ownership change, as defined. Such an ownership change occurred during 2001 as a result of the acquisition by TPG of E.ON's debt and equity holdings in MEMC. We believe that a significant majority of our U.S. net operating loss carryforwards through November 13, 2001 will be utilized or applied to reduce our tax attributes, under IRC Section 108(b), as a result of the TPG transaction. To the extent that any U.S. or foreign net operating loss carryforwards remain or are created after November 13, 2001, we have recognized a valuation allowance to fully offset any associated deferred tax assets. Accordingly, as of March 31, 2002, our net operating loss carryforwards do not carry any value in our consolidated balance sheet.

(10) Goodwill and Other Intangible Assets

Effective January 1, 2002, we adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. The statement requires, among other things, the discontinuation of goodwill amortization for business combinations before July 1, 2001 and completion of a transitional goodwill impairment test. If a reporting unit's carrying amount exceeds its estimated fair value, a goodwill impairment is recognized to the extent that the reporting unit's carrying amount of goodwill exceeds the implied fair value of the goodwill. The amount of impairment, if any, identified in performing the transitional impairment test is required to be recognized as a cumulative effect of change in accounting principle. We believe there is no indication of impairment at March 31, 2002 and have recorded no impairment charges for the three months ended March 31, 2002.

(11) Long-Lived Assets and Long-Lived Assets to be Deposed Of

Effective January 1, 2002, we adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, that replaces SFAS No. 121. The provisions of SFAS No. 144 are effective for fiscal years beginning after December 15, 2001 and, generally, are to be applied prospectively. SFAS No. 144 requires that long-lived assets to be disposed of by sale, including those of discontinued operations, be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet been incurred. We have measured long-lived assets to be disposed of by sale at the lower of carrying amount or fair value less cost to sell and have recorded no changes for the three months ended March 31, 2002.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Net Sales.

Our net sales decreased by 38% to $137 million in first quarter 2002 from $220 million in first quarter 2001. This decrease was primarily caused by a 23% decrease in product volumes, as well as a significant decline in average selling prices resulting from the weakened market conditions in the semiconductor and silicon wafer industries in first quarter 2002 compared to first quarter 2001. The product volume and average selling price declines were across all product diameters. 200 millimeter diameter and epitaxial wafers represented 67% of our product volume for first quarter 2002, compared to 68% for first quarter 2001.

Gross Margin.

In first quarter 2002, our gross margin was $22 million compared to $28 million in first quarter 2001. This decline resulted from significant decreases in both product volumes and average selling prices, partially offset by continued benefits realized from our cost reduction and manufacturing improvement programs and by reductions in depreciation and amortization resulting from pushing down TPG's nominal basis in MEMC to our accounting records. While our product volumes decreased 23% in first quarter 2002 compared to first quarter 2001, our cost of sales decreased by 40%. Approximately half of this cost reduction related to decreased depreciation and amortization from pushing down TPG's nominal basis in MEMC to our accounting records.

Beginning in 2002, we transitioned our 300 millimeter operations from a pilot line to full-scale production. Consequently, beginning in 2002, 300 millimeter revenues and associated production costs are presented in Net Sales and Cost of Goods Sold, respectively. In the first quarter of 2002, costs of sales associated with 300 millimeter product did not include approximately $3,000 of costs for material which had been expensed as technology costs in a prior period.

Research and Development.

Our research and development expenses decreased in the 2002 first quarter to $7 million compared to $15 million in the year ago period. The decreased expense resulted from continued cost control, lower headcount, reductions in depreciation and amortization resulting from pushdown accounting, and transition of our 300 millimeter operations from a pilot line to full-scale production. Consequently, in the first quarter 2002, 300 millimeter revenues and associated production costs have been presented in Net Sales and Cost of Goods Sold, respectively.

Interest Expense.

In first quarter 2002, our interest expense decreased to $5 million from $23 million for the quarter ended March 31, 2001. Effective November 13, 2001, TPG and MEMC restructured MEMC's debt acquired by TPG from E.ON, resulting in a substantial decrease in our debt outstanding. As of March 31, 2002, the book value of our debt outstanding totaled $203 million, compared to $1,054 million at March 31, 2001.

In connection with the debt restructuring, TPG retained 55 million Euro (approximately $48 million) in principal amount of a note issued by our Italian subsidiary. This note was recorded at its fair market value of one dollar and will accrete interest up to its face value in less than one year using the effective interest rate method. Assuming the note remains outstanding until its scheduled maturity date, interest expense related to the accretion of the 55 million Euro Italian subsidiary note will approximate $1 million and $47 million for the second and third quarters of 2002, respectively. Pursuant to the restructuring agreement between us and TPG, we agreed to restructure the 55 million Euro Italian subsidiary note on terms set forth in the restructuring agreement. It was originally contemplated that our Italian subsidiary would secure and deliver to TPG a senior secured note due 2031 in the principal amount of 55 million Euro, guaranteed by us, bearing interest at a rate of 6% per annum (payment in k ind) and secured by substantially all the assets of our Italian subsidiary. The parties have been unable to restructure the Italian note on the original terms contemplated in the restructuring agreement. We are currently reviewing with TPG alternatives to the originally contemplated restructuring of this debt.

Income Taxes.

For the quarter ended March 31, 2002, we recognized income tax expense of $1.5 million, as compared to an income tax benefit of $10.9 million for the first quarter of 2001. We have recognized no tax benefit for operating loss carryforwards in the current quarter. Income tax expense in the 2002 first quarter relates to tax jurisdictions in which we expect to owe current taxes and foreign withholding taxes.

Section 382 of the Internal Revenue Code restricts the utilization of net operating losses and other carryover tax attributes upon the occurrence of an ownership change, as defined. Such an ownership change occurred during 2001 as a result of the acquisition by TPG of E.ON's debt and equity holdings in MEMC. We believe that a significant majority of our U.S. net operating loss carryforwards through November 13, 2001 will be utilized or applied to reduce our tax attributes, under IRC Section 108(b), as a result of the TPG transaction. To the extent that any U.S. or foreign net operating loss carryforwards remain or were created after November 13, 2001, we have recognized a valuation allowance to fully offset any associated deferred tax assets. Accordingly, as of March 31, 2002, our net operating loss carryforwards do not carry any value in our consolidated balance sheet.

Equity in Income (Loss) of Joint Ventures.

In first quarter 2002, equity in loss of joint ventures was $0.3 million, compared to income of $0.2 million in the first quarter of 2001. The decreased income was a result of a moderate decline in Taisil's product volumes, as well as a significant decrease in Taisil's average selling prices.

Outlook.

We expect to continue double-digit sequential growth in sales in the 2002 second quarter over the 2002 first quarter, primarily as a result of a continued recovery in product volumes. We expect our top line sales in the 2002 second quarter to approach levels achieved in the year-ago second quarter. We also expect our margins to improve sequentially in the 2002 second quarter. We are cautiously optimistic that product volumes will continue to recover as 2002 progresses.

Liquidity and Capital Resources.

The silicon wafer industry is highly capital intensive. Our capital needs depend on numerous factors, including our profitability and investment in capital expenditures and research and development.

As almost all semiconductors are manufactured from silicon wafers, the strength of the silicon wafer industry is highly correlated to the performance of the semiconductor industry. The semiconductor device industry historically has been a high-growth, cyclical industry. The cyclical nature of the semiconductor industry can cause wide fluctuations in our product volumes, average selling prices, operating results, and cash flows.

At March 31, 2002, we had $82 million of cash and cash equivalents compared to $107 million at December 31, 2001. Our consolidated subsidiary, MEMC Korea Company ("MKC") had cash and cash equivalents at March 31, 2002 of approximately $68 million. Under Korean law there are restrictions on MKC's ability to pay dividends and make loans, thereby limiting our access to MKC's cash assets.

Cash flows used in operating activities were $7 million for the three months ended March 31, 2002, compared to cash provided in operating activities of $24 million for the three months ended March 31, 2000. This is primarily a result of significantly lower sales in 2002 versus 2001.

Accounts receivable of $74 million at March 31, 2002 increased $7 million, or 10%, from $67 million at December 31, 2001. This increase was primarily attributable to the 13% increase in net sales during first quarter 2002 compared to the fourth quarter of 2001. Days' sales outstanding were 49 days at March 31, 2002 compared to 51 days at December 31, 2001 based upon annualized sales for the respective immediately preceding quarters.

Our inventories decreased $8 million, or 11%, from December 31, 2001 to $62 million at March 31, 2002. Total related inventory reserves for obsolescence, lower of cost or market issues, or other impairments were $18 million and $17 million at March 31, 2002, and December 31, 2001, respectively. Quarter-end inventories as a percentage of annualized quarterly net sales decreased to 11% for the period ended March 31, 2002 compared to 15% for the period ended December 31, 2001.

Our net deferred tax assets remained constant at $30 million at March 31, 2002 and December 31, 2001. We provide for income taxes on a quarterly basis based on an estimated annual effective tax rate. Management believes it is more likely than not that, with its projections of future taxable income and after consideration of the valuation allowance, MEMC will generate sufficient taxable income to realize the benefits of the net deferred tax assets existing at March 31, 2002.

Our cash used in investing activities decreased $10 million to $3 million in the three months ended March 31, 2002 compared to $13 million in the three months ended March 31, 2001. Our capital expenditures in the first three months of 2002 primarily related to maintenance capital. We expect to tightly control capital expenditures in 2002. At March 31, 2002, we had less than $10 million of committed capital expenditures related to various manufacturing and technology projects.

Cash flows provided by (used in) financing activities decreased to ($16) million in the three months ended March 31, 2002 from $3 million in the three months ended March 31, 2001. The decrease in borrowings was primarily attributable to payments of principal on amortizing debt that became due during the period.

Our unsecured borrowings from banks total approximately $42 million at March 31, 2002, under approximately $85 million of short-term loan agreements. In addition, TPG retained 55 million Euro (approximately $48 million) in principal amount of a note currently outstanding issued by our Italian subsidiary. We recorded the 55 million Euro Italian subsidiary note at its fair market value of 1 dollar as of November 13, 2001. We will accrete this debt instrument up to its face value in less than one year using the effective interest method. At March 31, 2002, the accreted value of this note was less than $10. Assuming the note remains outstanding until its scheduled maturity date, interest expense related to the accretion of the 55 million Euro Italian subsidiary note will approximate $1 million and $47 million for the second and third quarters of 2002, respectively. Pursuant to the restructuring agreement between us and TPG, we have agreed to restructure the 55 million Euro Italian subsidiary note on terms set forth in the restructuring agreement. It was originally contemplated that our Italian subsidiary would secure and deliver to TPG a senior secured note due 2031 in the principal amount of 55 million Euro, guaranteed by us, bearing interest at a rate of 6% per annum (payment in kind) and secured by substantially all the assets of our Italian subsidiary. The parties have been unable to restructure the Italian debt on the original terms contemplated in the restructuring agreement. We are currently reviewing with TPG alternatives to the originally contemplated restructuring of this debt.

We have long-term committed loan agreements of approximately $281 million at March 31, 2002, of which approximately $161 million is outstanding. In addition, we have recorded the $50 million senior subordinated secured note at its fair market value of 1 dollar. We will accrete this debt instrument up to its face value in six years using the effective interest rate method. At March 31, 2002, the accreted value of this note was less than $1.

As part of the purchase and restructuring transactions on November 13, 2001, TPG committed to provide us with a five-year $150 million revolving credit facility. That revolving credit facility has been replaced with a revolving credit facility with Citibank, guaranteed by TPG. Citibank has subsequently assigned 50% of its interest in this credit facility to UBS AG. Loans under this facility bear interest at a rate of LIBOR plus 1.5% or alternate base rate plus 0.5% per annum.

Loans can be made under this credit facility subject to certain conditions and the following aggregate lending limitations:

* $50 million at any time prior to January 1, 2002

* $75 million at any time prior to April 1, 2002

* $100 million at any time prior to July 1, 2002

* $125 million at any time prior to October 1, 2002

* $150 million at any time on or after October 1, 2002

At March 31, 2002, we had drawn $30 million against this credit facility.

The Citibank revolving credit facility and the indenture for our senior subordinated secured notes contain certain highly restrictive covenants, including covenants to maintain minimum quarterly consolidated EBITDA; minimum monthly consolidated backlog; minimum monthly consolidated revenues; maximum annual capital expenditures; and other covenants customary for revolving loans and indentures of this type and size. The minimum quarterly consolidated EBITDA covenant is negative $10 million, $0 million and positive $8 million in the second, third and fourth quarters of 2002, respectively. Thereafter, the minimum quarterly consolidated EBITDA covenant progressively increases to $25 million, $35 million, $44 million, $52 million and $60 million at the end of the last quarter of 2003, 2004, 2005, 2006, and 2007, respectively. The minimum monthly consolidated backlog covenant was 30 million square inches (msi) in January 2002 and progressively increases to 38 msi, 53 msi, 63 msi, 74 msi, 81 msi and 92 msi in the last month of 2002, 2003, 2004, 2005, 2006 and 2007, respectively. The minimum monthly consolidated revenues covenant was $34 million in January 2002 and progressively increases to $48 million, $56 million, $67 million, $76 million, $84 million and $92 million in the last month of 2002, 2003, 2004, 2005, 2006, and 2007, respectively. Finally, the maximum annual capital expenditures covenant is $45 million and $50 million for 2002 and 2003, respectively, and increases to $55 million for each of 2004 through 2007. In the event that we were in violation of these covenants, which in our highly cyclical industry could occur in a sudden or sustained downturn, the loan commitments under the revolving credit facility may terminate and the loans and accrued interest then outstanding under the facility and the senior subordinated secured notes and related accrued interest may be due and payable immediately.

The $150 million Citibank revolving credit facility is guaranteed by TPG. The terms of the various guaranties are shorter than the term of the revolving credit facility. Certain affiliates of Texas Pacific Group have guaranteed 60% of our obligations under the revolving credit facility. The Texas Pacific Group guaranty terminates on December 21, 2003. TCW/Crescent Mezzanine Partners III, L.P. and certain of its affiliates have guaranteed 20% of our obligations under the revolving credit facility. The TCW/Crescent guaranty terminates on December 20, 2002. Finally, certain affiliates of Leonard Green & Partners, L.P. have guaranteed the remaining 20% of our obligations under the revolving credit facility. The Leonard Green guaranty terminates December 20, 2002. In addition, each guarantor may terminate its guaranty for any reason. In the event that a guarantor terminates its guaranty, or does not renew its guaranty and in the case of a non-renewal the lenders have not received cash collateral or a repl acement guaranty executed by a replacement guarantor satisfactory to the lenders, then the loan commitments under the revolving credit facility will terminate and we will be required to repay all outstanding loans and accrued interest on this facility. Likewise, if any guarantor defaults under its guaranty, then the guarantor's default will constitute an event of default under this revolving credit facility. In such event, the loan commitments under this revolving credit facility may terminate and the loans and accrued interest under the facility may be due and payable immediately.

In any of these events, the guarantors and their affiliates have severally agreed to make new revolving credit loans available to us on terms and conditions no less favorable to us than provided in the original $150 million revolving credit facility between us and TPG. The original TPG $150 million revolving credit facility was substantially similar to the Citibank $150 million revolving credit facility except that the interest rates were 2% higher than the interest rates under the Citibank revolving credit facility. Accordingly, we could be required to pay higher interest rates on any replacement financing provided by the guarantors. In addition, the guarantors may not have sufficient funds and assets to provide this replacement financing and we may be required to obtain replacement financing from third parties. We cannot be certain that we would be able to obtain the replacement financing on a timely basis or at all.

The $150 million Citibank revolving credit facility, the indenture for the senior subordinated secured notes and the certificate of designations for our preferred stock contain change in control provisions. Under these instruments, if (1) TPG's ownership interest in us is reduced below 15% (or, in the case of the indenture, 30%) of our total outstanding equity interests, (2) another person or group acquires ownership of a greater percentage of our outstanding equity than TPG, or (3) a majority of our board of directors is neither nominated by our board of directors nor appointed by directors so nominated, then:

* our preferred stock becomes redeemable at the option of the holders at 101% of its stated value plus the amount, if any, of all accumulated and unpaid dividends;

* an event of default shall be deemed to have occurred under the Citibank revolving credit facility in which event the loan commitments under this facility may terminate and the loans and accrued interest then outstanding may become immediately due and payable; and

* the holders of our senior subordinated secured notes will have the right to require us to repurchase the notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest.

In such event, we may not have sufficient funds to redeem the preferred stock, repay the outstanding loans and accrued interest under the Citibank revolving credit facility and/or repurchase the senior subordinated secured notes and we would need to seek and obtain replacement financing. We cannot be certain that we would be able to refinance these amounts.

Under the terms of the 55 million Euro Italian subsidiary note, we are required to pay 50% of our annual net free cash flow, which is net of capital expenditures, as a mandatory principal repayment of this note. We are also required to pay 75% of any cash received from MKC through dividends, reductions or repurchases of equity, share redemptions or loans as a mandatory principal repayment of this note.

We believe that we have the financial resources needed to meet business requirements for the next twelve months, including capital expenditures and working capital requirements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related footnotes. In preparing these financial statements, management has made its best estimates of certain amounts included in the financial statements. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.

Push Down Accounting

As a result of the purchase of E.ON's equity interest in MEMC by TPG and the rights possessed by TPG through its ownership of the preferred stock, we applied purchase accounting and pushed down TPG's nominal basis in MEMC to our accounting records, reflected in our consolidated financial statements subsequent to November 13, 2001. Assuming full conversion of the preferred stock, excluding any accrued but unpaid dividends, TPG would own 89.4% of MEMC's common stock.

To revalue our assets and liabilities, we first estimated their fair market values. To the extent the fair market value differed from the book value, 89.4% of that difference was recorded as an adjustment to the carrying value of the respective asset or liability. To the extent the adjusted net carrying value of assets and liabilities exceeded the pushed down basis of TPG's investment in MEMC, negative goodwill was generated. The negative goodwill was then allocated to the bases of existing goodwill and other identifiable intangible assets, investments in joint ventures, and property, plant and equipment.

This revaluation resulted in a net decrease to assets of approximately $800 million and a net decrease to liabilities of approximately $900 million. The allocation of the purchase price to our assets and liabilities is subject to further refinement.

The net decrease in assets reflects the write-down of goodwill, certain intangible assets, investments in joint ventures, and property, plant and equipment to reflect TPG's nominal purchase price. We expect the write-down of property, plant and equipment, goodwill, and intangible assets to result in a reduction in our depreciation and amortization of approximately $150 million in 2002. Actual results may differ from these estimates.

Inventory Reserves

We adjust the value of our obsolete and unmarketable inventory to the estimated market value based upon assumptions of future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of

We review long-lived assets to assess recoverability from future operations using future net cash flows. When necessary, we record charges for impairments at the amount by which the present value of the future cash flows is less than the carrying value of the assets. Assets to be disposed of are valued at the carrying amount or at fair value, less costs to sell, if lower.

Income Taxes

Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as temporary differences. We record the tax effect of these temporary differences as deferred tax assets (generally items that can be used as a tax deduction or credit in future periods) and deferred tax liabilities (generally items that we received a tax deduction for, but have not yet been recorded in the statement of operations). A valuation allowance is recorded because some items recorded as deferred tax assets may not be deductible or creditable. We provide for U.S. income taxes on earnings of consolidated international subsidiaries that we plan to remit to the U.S. We do not provide for U.S. income taxes on the remaining earnings of these subsidiaries, as we expect to reinvest these earnings overseas or we expect the taxes to be minimal based upon available foreign tax credits.

Section 382 of the Internal Revenue Code (IRC) restricts the utilization of net operating losses and other carryover tax attributes upon the occurrence of an ownership change. Such an ownership change occurred during 2001 as a result of the acquisition by TPG of all of E.ON's debt and equity interest in MEMC. We believe that a significant majority of our U.S. net operating loss carryforwards will be utilized or applied to reduce our tax attributes, under IRC Section 108(b), as a result of the transactions with TPG. To the extent that any U.S. or foreign net operating loss carryforwards remain, we have recognized a valuation allowance to fully offset any associated deferred tax assets. Accordingly, as of March 31, 2001, our net operating loss carryforwards do not carry any value in our consolidated balance sheet.

Push down accounting as described above created differences in the bases of certain assets and liabilities for financial statement accounting and for tax accounting. These differences resulted in the recognition of a net deferred tax asset. We reviewed our total net deferred tax assets by taxable jurisdiction and recognized a valuation allowance where it was determined more likely than not that we would be unable to realize a benefit from these assets.

Revenue Recognition

We record revenue from product sales when the goods are shipped and title passes to the customer. Our silicon wafers are made to customer specifications at plant sites that have been pre-qualified by the customer. We conduct rigorous quality control testing procedures to ensure that the finished silicon wafers meet the customer's specifications before the product is shipped.

Cautionary Statement Regarding Forward-Looking Statements.

This Form 10-Q contains "forward-looking" statements within the meaning of the Securities Litigation Reform Act of 1995, including those concerning: the amount of the restructuring reserve expected to be paid out in the second quarter of 2002; the timing and utilization of the remainder of the restructuring reserve; interest expense related to the accretion on the 55 million Euro note in the second and third quarters of 2002; our expectation regarding the utilization of our U.S. net operating loss carryforwards; our expectations of continued double-digit sequential growth in sales in the 2002 second quarter over the 2002 first quarter; our expectation that top line sales in the 2002 second quarter will approach levels achieved in the year-ago second quarter; our expectations that margins will improve sequentially in the 2002 second quarter; our cautious optimism that product volumes will continue to recover as 2002 progresses; and our belief that we have the financial resources needed to m eet business requirements for the next twelve months. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include such factors as: market demand for silicon wafers; utilization of manufacturing capacity; inventory levels of our customers; demand for semiconductors generally; changes in the pricing environment; general economic conditions; our ability to reduce manufacturing costs; actions by our competitors, customers and suppliers; changes in currency exchange rates; the impact of competitive products and technologies; technological changes; changes in product specifications and manufacturing processes; accuracy of management's assumptions regarding the dismantling and sale of the Spartanburg facility; changes in financial market conditions; changes in interest rates; and other risks described in MEMC's filing with the Securities and Exchange Commission, including MEMC's a nnual report on Form 10-K, as amended on Form 10-K/A, for the year ended December 31, 2001.

Recently Issued Accounting Pronouncements.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations, effective for fiscal years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting requirements for retirement obligations associated with tangible long-lived assets.

We do not believe the implementation of Statements No. 143 will have a material effect on our financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risks relating to MEMC's operations result primarily from changes in interest rates and changes in foreign exchange rates. MEMC enters into currency forward contracts to minimize its transactional currency risks. MEMC does not use derivative financial instruments for speculative or trading purposes. There have been no significant changes in MEMC's holdings of interest rate sensitive or foreign currency exchange rate sensitive instruments since December 31, 2001.

PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8- K.
(a) Exhibits
	Exhibit Number	Description
	2-a	Restructuring Agreement between TPG Wafer Holdings LLC and the Company, dated as of November 13, 2001 (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated November 28, 2001)
	2-b	Merger Agreement between TPG Wafer Holdings LLC and the Company, dated as of November 13, 2001 (incorporated by reference to Exhibit 2.2 of the Company's Current Report on Form 8-K dated November 28, 2001)
	3(i)	Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3-a of the Company's Form 10-Q for the Quarter ended June 30, 1995)
	3(i)(a)	Certificate of Amendment of Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on June 2, 2000 (incorporated by reference to Exhibit 3(i)(a) of the Company 's Form 10-Q for the Quarter ended June 30, 2000)
	3(ii)	Restated By-laws of the Company (incorporated by reference to Exhibit 3(ii) of the Company 's Form 10-Q for the Quarter ended September 30, 2001)
	3 (iii)	Certificate of Designations of Series A Cumulative Convertible Preferred Stock of the Company, dated as of November 13, 2001 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated November 28, 2001)
	4-a	Amended and Restated Indenture, dated as of December 21, 2001, among the Company, Citibank, N.A., as trustee, and Citicorp USA, Inc., as collateral agent, and Form of Note attached as an exhibit thereto (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated January 14, 2002)
	4-a(1)	Security Agreement among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc., dated as of November 13, 2001 (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K dated November 28, 2001)
	4-a(2)	Pledge Agreement among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc., dated as of November 13, 2001 (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K dated November 28, 2001)
	4-a(3)	Indemnity, Subrogation and Contribution Agreement among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc., dated as of November 13, 2001 (incorporated by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K dated November 28, 2001)
	4-a(4)	Guarantee Agreement among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc., dated as of November 13, 2001 (incorporated by reference to Exhibit 4.5 of the Company's Current Report on Form 8-K dated November 28, 2001)
	4-a(5)	Amendment No. 1, dated as of March 21, 2002, to Amended and Restated Indenture, dated as of December 21, 2001, among the Company, Citibank, N.A., as trustee, and Citicorp USA, Inc., as collateral agent
	4-b	Form of Warrant Certificate (incorporated by reference to Exhibit 4.6 of the Company's Current Report on Form 8-K dated November 28, 2001)
	10-aa	Agreement dated February 1, 2002 between the Company and Julius R. Glaser
	10-cc (9)	Form of Stock Option Agreement (4-year vesting)
	10-cc (10)	Form of Stock Option Agreement (2-year cliff vesting)
	10-cc (11)	Form of Stock Option Agreement (7-year cliff vesting)
	10-dd	Restated MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan
	10-dd (1)	Form of Stock Option Agreement (4-year vesting)
	10-dd (2)	Form of Stock Option Agreement (7-year cliff vesting)
	10-ee	Employment Agreement dated January 1, 2002 between the Company and James M. Stolze
	10-hh	Employment Agreement dated January 1, 2002 between the Company and Jonathon P. Jansky
	10-www(5)	Amendment No. 1, dated as of March 21, 2002, to the Revolving Credit Agreement, dated as of December 21, 2001, among the Company, the lenders party thereto, and Citicorp USA, Inc.
	10-www(6)	Omnibus Amendment Agreement, dated January 25, 2002, among the Company, Citicorp USA, Inc. and the other signatories thereto
	10-www(7)	Omnibus Amendment Agreement No. 2, dated March 27, 2002, among the Company, Citicorp USA, Inc. and the other signatories thereto
-------------------------------
(b) Reports on Form 8-K
During the first quarter of 2002, we filed the following current report on Form 8-K:
1. Item 5 and Item 7 Form 8-K filed on January 14, 2002.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
	MEMC Electronic Materials, Inc.
May 13, 2002	/s/ James M. Stolze
	James M. Stolze
	Executive Vice President and Chief Financial Officer (on behalf of the registrant and as principal financial and accounting officer)

EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601of Regulation S-K.
	Number Exhibit	Description
	4-a(5)	Amendment No. 1, dated as of March 21, 2002, to Amended and Restated Indenture, dated as of December 21, 2001, among the Company, Citibank, N.A., as trustee, and Citicorp USA, Inc., as collateral agent
	10-aa	Agreement dated February 1, 2002 between the Company and Julius R. Glaser
	10-cc (9)	Form of Stock Option Agreement (4-year vesting)
	10-cc (10)	Form of Stock Option Agreement (2-year cliff vesting)
	10-cc (11)	Form of Stock Option Agreement (7-year cliff vesting)
	10-dd	Restated MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan
	10-dd (1)	Form of Stock Option Agreement (4-year vesting)
	10-dd (2)	Form of Stock Option Agreement (7-year cliff vesting)
	10-ee	Employment Agreement dated January 1, 2002 between the Company and James M. Stolze
	10-hh	Employment Agreement dated January 1, 2002 between the Company and Jonathan P. Jansky
	10-www(5)	Amendment No. 1, dated as of March 21, 2002, to the Revolving Credit Agreement, dated as of December 21, 2001, among the Company, the lenders party thereto, and Citicorp USA, Inc.
	10-www(6)	Omnibus Amendment Agreement, dated January 25, 2002, among the Company, Citicorp USA, Inc. and the other signatories thereto
	10-www(7)	Omnibus Amendment Agreement No. 2, dated March 27, 2002, among the Company, Citicorp USA, Inc. and the other signatories thereto

EX-4

AMENDMENT NO. 1 TO AMENDED AND RESTATED INDENTURE

     AMENDMENT NO. 1, dated as of March 21, 2002 (this "Amendment No. 1") to the Amended and Restated Indenture, dated as of December 21, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer"), CITIBANK, N.A., as trustee (the "Trustee") and CITICORP USA, INC., as collateral agent (the "Collateral Agent") (as amended, modified or supplemented from time to time, the "Indenture").

W I T N E S S E T H :

     WHEREAS, pursuant to Section 10.02 of the Indenture, the Issuer and the Trustee wish to amend the Indenture as set forth herein;

     WHEREAS, each of the Issuer and the undersigned Holders of Notes agree that such amendment shall be beneficial to both the Issuer and the Holders and shall not be in any manner materially adverse to the Holders;

     WHEREAS, the undersigned Holders collectively hold or beneficially own a majority of the principal amount of the Notes outstanding as of the date hereof and wish to consent to such amendment;

     NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.     Definitions. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Indenture.

2.     Amendment to the Indenture. Section 6.14 is hereby amended by deleting the table therein and inserting in lieu thereof the following:

MONTH	MINIMUM AMOUNT
January 2002	$34.0 million
February 2002	$34.0 million
March 2002	$34.0 million
April 2002	$38.5 million
May 2002	$39.0 million
June 2002	$39.0 million
July 2002	$43.0 million
August 2002	$43.5 million
September 2002	$44.5 million
October 2002	$47.0 million
November 2002	$47.5 million
December 2002	$48.0 million
January 2003	$52.0 million
February 2003	$52.0 million
March 2003	$52.0 million
April 2003	$54.0 million
May 2003	$54.0 million
June 2003	$54.0 million
July 2003	$55.0 million
August 2003	$55.0 million
September 2003	$55.0 million
October 2003	$56.0 million
November 2003	$56.0 million
December 2003	$56.0 million
January 2004	$61.0 million
February 2004	$61.0 million
March 2004	$61.0 million
April 2004	$63.0 million
May 2004	$63.0 million
June 2004	$63.0 million
July 2004	$65.0 million
August 2004	$65.0 million
September 2004	$65.0 million
October 2004	$67.0 million
November 2004	$67.0 million
December 2004	$67.0 million
January 2005	$70.0 million
February 2005	$70.0 million
March 2005	$70.0 million
April 2005	$72.0 million
May 2005	$72.0 million
June 2005	$72.0 million
July 2005	$74.0 million
August 2005	$74.0 million
September 2005	$74.0 million
October 2005	$76.0 million
November 2005	$76.0 million
December 2005	$76.0 million
January 2006	$78.0 million
February 2006	$78.0 million
March 2006	$78.0 million
April 2006	$80.0 million
May 2006	$80.0 million
June 2006	$80.0 million
July 2006	$82.0 million
August 2006	$82.0 million
September 2006	$82.0 million
October 2006	$84.0 million
November 2006	$84.0 million
December 2006	$84.0 million
January 2007	$86.0 million
February 2007	$86.0 million
March 2007	$86.0 million
April 2007	$88.0 million
May 2007	$88.0 million
June 2007	$88.0 million
July 2007	$90.0 million
August 2007	$90.0 million
September 2007	$90.0 million
October 2007	$92.0 million
November 2007	$92.0 million
December 2007	$92.0 million

3.     Effective Date. This Amendment No. 1 shall become effective as of the date first written above (the "First Amendment Effective Date").

4.     Reference to and Effect on the Indenture.

     (a) On and after the First Amendment Effective Date, each reference in the Indenture to "this Indenture", "hereunder", "hereof", "herein" or words of like import referring to the Indenture, shall mean and be a reference to the Indenture as amended by this Amendment No. 1.

     (b) Except as specifically amended by this Amendment No. 1, the Indenture shall remain in full force and effect and is hereby in all respects ratified and confirmed.

     (c) The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly provided herein, constitute a waiver or amendment of any provision of, or operate as a waiver or amendment of any right, power or remedy of the Trustee or the Holders under the Indenture.

5.     Consent of Holders. The undersigned Holders hereby consent to this Amendment No. 1.

6.     GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7.     Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

8.     Recitals. The recitals contained herein shall be taken as statements of the Issuer and the undersigned Holders, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Amendment No. 1.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

MEMC ELECTRONIC MATERIALS, INC.,
as Issuer

By /s/ Klaus von Horde
Name: Klaus von Hörde
Title: President and Chief Executive Officer

By /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasurer

CITIBANK, N.A., as Trustee

By /s/ Nancy Forte
Name: Nancy Forte
Title: Assistant Vice President

HOLDERS:

TPG WAFER PARTNERS LLC

By /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

TPG WAFER MANAGEMENT LLC

By /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

EX-10

SEPARATION AGREEMENT AND
GENERAL RELEASE

This Separation Agreement and General Release ("Agreement") is made and entered into by and between Julius R. Glaser, Jr. ("Mr. Glaser") and MEMC Electronic Materials, Inc. ("MEMC"). In consideration of the following promises, the parties agree as follows:

1. Separation from Employment.

Mr. Glaser acknowledges that he will separate from employment with MEMC effective as of February 28, 2002 (the "Separation Date"). As of such Separation Date, Mr. Glaser's employment relationship with MEMC will end. MEMC and Mr. Glaser have agreed to settle all matters relating to Mr. Glaser's employment relationship with MEMC and its termination.

2. Resignation Status of Employee.

Mr. Glaser voluntarily resigns from MEMC effective as of the Separation Date, which resignation is hereby accepted by MEMC. Mr. Glaser's MEMC personnel file will reflect hisresignation as of the Separation Date. Effective as of the Separation Date, Mr. Glaser shall automatically and without taking any further actions be deemed to have resigned from all positions then held by him with MEMC and all of its subsidiaries.

3. Separation Payments and Benefits

MEMC (a) shall pay Mr. Glaser in cash the sum of $442,133 (subject to applicable tax withholding) within 30 days after the Separation Date, (b) agrees to allow Mr. Glaser to exercise his outstanding stock options in accordance with the applicable stock option agreements as if he had terminated employment on account of retirement (all outstanding stock options will be fully vested and may be exercised within the three year period beginning March 1, 2002) and (c) shall at MEMC's expense (not to exceed $18,000) provide Mr. Glaser with the "Senior Executive Service" outplacement program through the firm of Right Management Consultants, all in consideration and in exchange for Mr. Glaser's promises and obligations herein and as payment in full of the amounts to which Mr. Glaser is entitled from MEMC under any plan of MEMC in which Mr. Glaser is a participant, including without limitation the MEMC Electronic Materials, Inc. Severance Plan for Senior Officers (the "Severance Plan"), and/or under any employment agreement with MEMC to which Mr. Glaser is a party, so long as Mr. Glaser submits this Agreement, properly executed, to MEMC on or before February 22, 2002 and adheres to the promises and agreements set out in this Agreement. The payments and benefits provided herein are made in lieu of any and all payments or benefits that might otherwise be available to Mr. Glaser arising out of his employment with MEMC, excluding Mr. Glaser's non-forfeitable rights to his accrued benefits (within the meaning of Sections 203 and 204 of ERISA), if any, under the MEMC Pension Plan and the MEMC Retirement Savings Plan, as such plans may be hereafter amended. Mr. Glaser acknowledges that the payments and benefits provided herein are greater than the payments and benefits to which Mr. Glaser would otherwise be entitled under the Severance Plan, MEMC's annual bonus plan and any other MEMC plan or agreement constituting his employment agreement with MEMC.

4. Mr. Glaser's Agreement Not to File Suit

In consideration of the payments and benefits set out in paragraph 3 above, Mr. Glaser agrees for himself and on behalf of, as applicable, his heirs, beneficiaries, executors, administrators, successors, assigns, and anyone claiming through or under any of the foregoing, that he will not file or otherwise submit any charge, claim, complaint or action to any agency, court, organization, or judicial forum (nor will he permit any person, group of persons, or organization to take such action on his behalf except as otherwise provided by law) against MEMC, nor file or otherwise submit any such charge, claim, complaint or action against any subsidiary, affiliate or parent company of MEMC, or against any officer, agent, employee, successor or assign of MEMC (or of any such subsidiary, affiliate or parent company of MEMC) arising out of any action or non-action on the part of MEMC or on the part of any such above-referenced entity or any officer, agent or employee of MEMC or of any such entity for any act or event that occurred on or prior to the date of execution of this Agreement. Said claims, complaints and actions include, but are not limited to (a) any breach of an actual or implied contract of employment between Mr. Glaser and MEMC, (b) any claim of unjust, wrongful, or tortious discharge (including any claim of fraud, negligence, whistle blowing, or intentional infliction of emotional distress), (c) any claim of defamation or other common-law action, or (d) any claim of violations arising under the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e, et seq., 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, 29 U.S.C. Section 621, et seq., the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. Section 201, et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701, et seq., the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. Section 1001, et seq., the Worker Adjustment and Retraining Notification Act ("WARN"), 29 U.S.C. Section 2101, et seq., the Older Worker Benefit Protection Act ("OWBPA") 29 U.S.C. Section 621, et seq., or any other relevant federal, state, or local statute or ordinance.

5. Mr. Glaser's Release of Claims.

Mr. Glaser hereby agrees for himself, and as applicable, his heirs, beneficiaries, executors, administrators, successors, assigns and anyone claiming through or under any of the foregoing, to release and forever discharge MEMC and its subsidiaries, affiliates, and parent companies, and their respective officers, agents, employees, successors and assigns, from any and all matters, claims, demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, including claims, complaints and actions described in paragraph 4, which have arisen or could arise between Mr. Glaser, on the one hand, and MEMC or said persons or related entities, on the other hand, from matters which occurred on or prior to the effective date of this Agreement, which matters include this Agreement and Mr. Glaser's separation of employment from MEMC.

6. Mr. Glaser's Release and Waiver of Other Claims

Except as expressly provided in this Agreement, Mr. Glaser agrees, for himself, and, as applicable, for and on behalf of his heirs, beneficiaries, executors, administrators, successors, assigns, and anyone claiming through or under any of the foregoing, to further release and waive any claims related to pay, vacation pay, insurance or welfare benefits or any other benefits of employment with MEMC arising from events occurring on or prior to the effective date of this Agreement. Notwithstanding any provision of this Agreement, this Agreement does not include any release or waiver of Mr. Glaser's non-forfeitable rights to his accrued benefits (within the meaning of Sections 203 and 204 of ERISA), if any, under the MEMC Pension Plan and the MEMC Retirement Savings Plan, as such plans may be hereafter amended, which rights are not released hereby but survive unaffected by this Agreement.

7. MEMC's Release of Claims

MEMC hereby releases, remises and forever discharges Mr. Glaser from any and all claims or other causes of action it may have against Mr. Glaser on account of any contract, supposed liability, or thing done or omitted for all times in the past to the effective date of this Agreement.

8. Obligation Regarding Confidential Information

Except as otherwise provided in paragraph 12, Mr. Glaser agrees that he has continuing obligations to MEMC pursuant to the Employment Agreement between himself and MEMC dated March 3, 1999. Any violation of those obligations by Mr. Glaser constitutes a material breach of this Agreement and subjects Mr. Glaser to forfeiture of all benefits and payments pursuant to this Agreement. MEMC expressly reserves the right to pursue all other legal remedies available to it by virtue of any breach of the March 3, 1999 Employment Agreement.

9. Nondisparagement.

Mr. Glaser represents that he will not, in any way, disparage MEMC or any subsidiary, affiliate or parent of MEMC, or any officer, agent, employee, successor or assign of any of them, or make or solicit any comments, statements or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of any of the aforementioned persons or entities. MEMC represents that it will not, in any way, disparage Mr. Glaser or make or solicit any comments, statements or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of Mr. Glaser.

10. No Admission of Wrongdoing

The parties agree that nothing in this Agreement is an admission of any wrongdoing by either party.

11. Confidentiality of Agreement.

Mr. Glaser agrees to keep the terms of this Agreement confidential except as he might be lawfully compelled to give testimony by a court of competent jurisdiction or as he may be required by law, regulation, governmental authority or similar body to disclose. This means that except as stated above, he will not, at any time, talk about, write about or otherwise publicize this Agreement, or its negotiation, execution or implementation, except (a) with an attorney who may be advising him in connection with this Agreement; (b) with a financial consultant or executive outplacement counselor; (c) with his spouse, or (d) with respect to the factual information contained in paragraphs 1, 2 and 12 hereof and the continuing obligations of Mr. Glaser under the March 3, 1999 Employment Agreement, provided that said persons to whom disclosure is permitted pursuant to (a), (b) and (c) of this paragraph 11 promise to keep the information that may be revealed to them confidential and not to disclose it to others. No twithstanding the foregoing, the provisions of this paragraph 11 shall terminate with respect to any information that MEMC discloses in a public filing with the Securities and Exchange Commission.

12. NonSolicitation.

During the period commencing on the effective date of this Agreement and ending on the first anniversary of the Separation Date, Mr. Glaser will not, directly or indirectly, for his own account or for the account of any other person or entity, anywhere in the United States or anywhere else in the world where MEMC or any of its subsidiaries or joint ventures are conducting business, (i) solicit for employment, employ or otherwise interfere with the relationship of MEMC or any of its subsidiaries or joint ventures with any natural person throughout the world who is or was employed by or otherwise engaged to perform services for MEMC or any of its subsidiaries or joint ventures at any time during which Mr. Glaser was employed by MEMC or (ii) induce any employee of the MEMC or any of its subsidiaries or joint ventures (A) to engage in any activity which Mr. Glaser is prohibited from engaging in under this Agreement or (B) to terminate his or her employment with MEMC or any of its subsidiaries or joint ventures. For purposes of this paragraph 12, "solicit" means any communication of any kind whatsoever, regardless of by whom initiated, inviting, encouraging or requesting any person or entity to take or refrain from taking any action. The provisions of this paragraph 12 shall supersede the non-solicitation provisions included in the second paragraph under "Competitive Activity" of the March 3, 1999 Employment Agreement.

13. Arbitration.

Except for the enforcement of any rights to equitable relief pursuant to paragraph 8 or relief under paragraph 8, Mr. Glaser and MEMC agree that any dispute, controversy or claim (between Mr. Glaser and MEMC) arising out of, based upon or relating to Mr. Glaser's employment, the termination of his employment, this Agreement or its breach, whether denominated as torts or contract claims or as statutory or regulatory claims (including claims for discrimination or discharge based upon race, sex, age, religion, disability or other prohibited grounds), whether arising before, during or after termination of Mr. Glaser's employment, and also including any dispute about whether any particular controversy is arbitrable under the terms of this paragraph, shall be resolved by binding arbitration before one (1) arbitrator. Procedurally, the arbitration will be governed by the then-current Rules for Resolution of Employment Disputes of the American Arbitration Association. Any arbitration herein would be held in St. L ouis County, Missouri. Judgment on an arbitration award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. The Arbitrator shall have the authority to award costs of the Arbitration (including attorney's fees) in a manner consistent with the controlling substantive claim at issue. Similarly, the Arbitrator shall have the authority to award damages (or other relief) consistent with the substantive claim being asserted.

14. Knowing and Voluntary Agreement.

Mr. Glaser hereby represents, declares and agrees that he voluntarily accepts the provisions of this Agreement for the purpose of making a full and final compromise and settlement of all matters relating to Mr. Glaser's employment relationship with MEMC and its termination. Mr. Glaser is advised to consult an attorney. Mr. Glaser understands the effect of signing this Agreement.

15. Entire Agreement.

This Agreement, when executed, contains the entire agreement between the parties and, except as specifically referenced herein, there are no other understandings or agreements, written or oral, between them on the subject except as expressly stated herein. This Agreement, except as specifically referenced herein, fully supersedes and replaces any and all prior agreements or understandings, if any, between Mr. Glaser and MEMC on any matter that is addressed in this Agreement. This Agreement cannot be amended or modified except by a written document signed by both MEMC and Mr. Glaser. Separate copies of this document shall constitute original documents which may be signed separately, but which together will constitute one single agreement.

16. Governing Law, Invalidity of Provisions.

This Agreement shall be construed and governed by the laws of the State of Missouri (except its laws and decisions regarding conflicts of law which shall be disregarded in their entirety). If any part or provision of this Agreement is determined to be invalid or unenforceable under applicable law, the validity or enforceability of the remaining provisions shall be unaffected. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is over-broad, that provision shall not be void, but rather shall be limited only to the extent required by applicable law and enforced as so limited.

17. Consequences of Violation of this Agreement.

If it is finally determined by a court or arbitrator that either party has violated any of the promises contained in this Agreement, then such party shall reimburse the other party for all reasonable costs incurred by the other party, including reasonable attorneys' fees, in enforcing or defending its rights under this Agreement.

18. Acknowledgment and Consideration Period.

Mr. Glaser acknowledges that he has been given at least twenty-one (21) days within which to consider this Agreement before its execution. This Agreement shall not be effective until seven (7) calendar days after the date of execution by Mr. Glaser. During this seven-day period, Mr. Glaser may revoke this Agreement by notifying MEMC in writing. Upon expiration of the seven-day period, Mr. Glaser acknowledges that this Agreement becomes final and binding.

19. Binding Agreement and Assignment.

This Agreement shall be binding upon and inure to the benefit of Mr. Glaser and Mr. Glaser's heirs and representatives, and to MEMC, its successors and assigns; further, this Agreement and the benefits provided hereunder are not assignable by Mr. Glaser without MEMC's express written consent.

20. By signing this Agreement, Mr. Glaser acknowledges:

A.	HE HAS READ THIS AGREEMENT COMPLETELY.
B.	HE HAS HAD AN OPPORTUNITY TO CONSIDER THE TERMS OF THIS AGREEMENT.
C.	HE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF HIS CHOOSING PRIOR TO EXECUTING THIS AGREEMENT.
D	HE KNOWS THAT HE IS GIVING UP IMPORTANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT.
E.	HE UNDERSTANDS AND MEANS EVERYTHING THAT HE HAS SAID IN THIS AGREEMENT, AND HE AGREES TO ALL ITS TERMS
F.	HE IS NOT RELYING ON MEMC OR ANY REPRESENTATIVE OF MEMC TO EXPLAIN THIS AGREEMENT OR HIS RIGHTS TO HIM
G.	HE HAS HAD AN OPPORTUNITY TO CONSULT AN ATTORNEY AND OTHER ADVISORS TO EXPLAIN THIS AGREEMENT AND ITS CONSEQUENCES TO HIM BEFORE HE SIGNED IT, AND HE HAS AVAILED HIMSELF OF THIS OPPORTUNITY TO WHATEVER EXTENT HE DESIRED
H	HE HAS SIGNED THIS AGREEMENT VOLUNTARILY AND ENTIRELY OF HIS OWN FREE WILL WITHOUT ANY PRESSURE FROM MEMC OR ANY REPRESENTATIVE OF MEMC.

 THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES (SEE PARAGRAPH 13).

 IN WITNESS WHEREOF, the undersigned parties have executed this Separation Agreement and General Release.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ Thomas P. Stiffler
Company Representative
Title: Corporate Vice President

/s/ Julius R. Glaser
Date: February 1, 2002

MEMC Witness to Mr. Glaser Signature

By: /s/ M.B. Stonum
Name: M.B. Stonum
Date: February 1, 2002

EX-10

FORM OF STOCK OPTION AWARD AGREEMENT

1995 Equity Incentive Plan
Four Year Vesting

THIS AGREEMENT, made as of this ______ day of ________________, between MEMC Electronic Materials, Inc. (the "Company") and ________ (the "Participant").

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan (the "Plan") to promote the interests of the Company and its stockholders by providing the Company's key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company;

WHEREAS, the Plan provides for the Grant to Participants in the Plan of Non-Qualified Stock Options to purchase shares of Common Stock of the Company.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties hereto hereby agree as follows:

1. Grant of Options.

Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the "Option") with respect to _______ shares of Common Stock of the Company.

2. Grant Date.

The Grant Date of the Option hereby granted is as of ____________________

3. Incorporation of Plan.

All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan.

4. Retirement.

For purposes of this Agreement, Retirement shall mean retirement from active employment with the Company and its subsidiaries on or after the attainment of age 65, or after attainment of age 55 and completion of 10 years of service with the Company.

5. Exercise Price.

The exercise price of each share underlying the Option hereby granted is $__________.

6. Vesting Date.

The Option shall become vested and exercisable as follows:

On	The Option will be exercisable for the following percentage of the shares of Common Stock underlying the Option
	_____%
	_____%
	_____%
	_____%

Fractional shares shall be rounded down to the nearest whole share.

Notwithstanding the foregoing, unless the Committee determines otherwise at a later date, if within the two year period following a Change in Control the Participant's Employment is terminated by the Company or its Affiliate without Cause or by the Participant for Good Reason, all outstanding Options held by such Participant shall become vested and exercisable immediately as of the effective date of the termination of such Participant's Employment. All outstanding Options held by such Participant also shall become vested and exercisable immediately upon the death or Disability of the Participant.

7. Expiration Date.

Subject to the provisions of the Plan, with respect to the Option or any portion thereof which has not become exercisable, the Option shall expire on the date the Participant's Employment is terminated for any reason, and with respect to any Option or any portion thereof which has become exercisable, the Option shall expire on the earlier of: (i) the commencement of business on the date the Participant's Employment is terminated for Cause; (ii) 90 days after the date the Participant's Employment is terminated for any reason other than Cause, death, Disability or Retirement; (iii) one year after the date of the Participant's Employment is terminated by reason of the Participant's death; (iv) one year after the date the Participant's Employment is terminated by reason of Disability or Retirement, provided, however, that if during such one year period following the termination of the Participant's Employment by reason of Disability or Retirement the Participant dies, the Participant's legal r epresentative or beneficiary may exercise the Participant's Option(s), or any portion thereof, which have become exercisable on the date of the Participant's Employment is terminated for a period of one year from the date of the Participant's death; or (iv) the 10th anniversary of the Grant Date.

8. Delays or Omissions.

No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

9. Limitation on Transfer.

During the lifetime of the Participant, the Option shall be exercisable only by the Participant. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may request authorization from the Committee to assign his rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Participant, the Participant's spouse or the Participant's lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Participant may assign his rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan.

10. Integration.

This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

11. Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

12. Participant Acknowledgment.

By accepting this grant, the Participant acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

MEMC ELECTRONIC MATERIALS, INC.

By: ___________________________

Name:_________________________

Title:___________________________

EX-10

FORM OF STOCK OPTION AWARD AGREEMENT

1995 Equity Incentive Plan
End of Contract Vesting

THIS AGREEMENT, made as of this _____ day of _________________, between MEMC Electronic Materials, Inc. (the "Company") and _______________ (the "Participant").

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan (the "Plan") to promote the interests of the Company and its stockholders by providing the Company's key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company;

WHEREAS, the Plan provides for the Grant to Participants in the Plan of Non-Qualified Stock Options to purchase shares of Common Stock of the Company.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties hereto hereby agree as follows:

1. Grant of Options.

Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the "Option") with respect to _________ shares of Common Stock of the Company.

2. Grant Date.

The Grant Date of the Option hereby granted is as of _________________.

3. Incorporation of Plan.

All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan.

4. Exercise Price.

The exercise price of each share underlying the Option hereby granted is $________.

5. Vesting Date.

The Option shall become vested and exercisable ______________. Notwithstanding the foregoing, unless the Committee determines otherwise at a later date, if within the two year period following a Change in Control the Participant's Employment is terminated by the Company or its Affiliate without Cause or by the Participant for Good Reason, all outstanding Options held by such Participant shall become vested and exercisable immediately as of the effective date of the termination of such Participant's Employment. All outstanding Options held by such Participant also shall become vested and exercisable immediately upon the death or Disability of the Participant.

6. Expiration Date.

Subject to the provisions of the Plan, with respect to the Option or any portion thereof which has not become exercisable, the Option shall expire on the date the Participant's Employment is terminated for any reason, and with respect to any Option or any portion thereof which has become exercisable, the Option shall expire on the earlier of: (i) the commencement of business on the date the Participant's Employment is terminated for Cause; (ii) 90 days after the date the Participant's Employment is terminated for any reason other than Cause, death, Disability or Retirement; (iii) one year after the date of the Participant's Employment is terminated by reason of the Participant's death; (iv) one year after the date the Participant's Employment is terminated by reason of Disability or Retirement, provided, however, that if during such one year period following the termination of the Participant's Employment by reason of Disability or Retirement the Participant dies, the Participant's legal r epresentative or beneficiary may exercise the Participant's Option(s), or any portion thereof, which have become exercisable on the date of the Participant's Employment is terminated for a period of one year from the date of the Participant's death; or (iv) the 10th anniversary of the Grant Date.

7. Delays or Omissions.

No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

8. Limitation on Transfer.

During the lifetime of the Participant, the Option shall be exercisable only by the Participant. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may request authorization from the Committee to assign his rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Participant, the Participant's spouse or the Participant's lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Participant may assign his rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan.

9. Integration.

This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

10. Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

11. Participant Acknowledgment.

By accepting this grant, the Participant acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

MEMC ELECTRONIC MATERIALS, INC.

By:

Name:

Title:

EX-10

FORM OF STOCK OPTION AWARD AGREEMENT

1995 Equity Incentive Plan
Seven Year Vesting

THIS AGREEMENT, made as of this _____ day of ____________, between MEMC Electronic Materials, Inc. (the "Company") and _______________________ (the "Participant").

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan (the "Plan") to promote the interests of the Company and its stockholders by providing the Company's key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company;

WHEREAS, the Plan provides for the Grant to Participants in the Plan of Non-Qualified Stock Options to purchase shares of Common Stock of the Company.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties hereto hereby agree as follows:

1. Grant of Options.

Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the "Option") with respect to ______ shares of Common Stock of the Company.

2. Grant Date

The Grant Date of the Option hereby granted is as of _____________.

3. Incorporation of Plan.

All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan.

4. Retirement.

For purposes of this Agreement, Retirement shall mean retirement from active employment with the Company and its subsidiaries on or after the attainment of age 65, or after attainment of age 55 and completion of 10 years of service with the Company.

5.. Exercise Price

The exercise price of each share underlying the Option hereby granted is $________.

6 Vesting Date.

Subject to the accelerated vesting upon satisfaction of the performance goals described below, the Option shall become vested and exercisable on the 7^th anniversary of the Grant Date. Notwithstanding the foregoing, the Option shall be vested and exercisable for a portion of the shares of Common Stock underlying the Option at such earlier time that the following performance goals are met:

The portion of the shares of Common Stock underlying the Option that becomes vested and immediately exercisable for any year shall be added to the portion that became vested and immediately exercisable in any prior year or years. (Of course, the total cumulative portion that becomes vested and immediately exercisable will never exceed 100%.)

Notwithstanding the foregoing, unless the Committee determines otherwise at a later date, if within the two year period following a Change in Control the Participant's Employment is terminated by the Company or its Affiliate without Cause or by the Participant for Good Reason, all outstanding Options held by such Participant shall become vested and exercisable immediately as of the effective date of the termination of such Participant's Employment. All outstanding Options held by such Participant also shall become vested and exercisable immediately upon the death or Disability of the Participant.

7. Expiration Date

Subject to the provisions of the Plan, with respect to the Option or any portion thereof which has not become exercisable, the Option shall expire on the date the Participant's Employment is terminated for any reason, and with respect to any Option or any portion thereof which has become exercisable, the Option shall expire on the earlier of: (i) the commencement of business on the date the Participant's Employment is terminated for Cause; (ii) 90 days after the date the Participant's Employment is terminated for any reason other than Cause, death, Disability or Retirement; (iii) one year after the date of the Participant's Employment is terminated by reason of the Participant's death; (iv) one year after the date the Participant's Employment is terminated by reason of Disability or Retirement, provided, however, that if during such one year period following the termination of the Participant's Employment by reason of Disability or Retirement the Participant dies, the Participant's legal r epresentative or beneficiary may exercise the Participant's Option(s), or any portion thereof, which have become exercisable on the date of the Participant's Employment is terminated for a period of one year from the date of the Participant's death; or (iv) the 10th anniversary of the Grant Date.

8. Delays or Omissions

No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

9. Limitation on Transfer.

During the lifetime of the Participant, the Option shall be exercisable only by the Participant. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may request authorization from the Committee to assign his rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Participant, the Participant's spouse or the Participant's lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Participant may assign his rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan.

10. Integration.

This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

11. Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

12. Participant Acknowledgment

By accepting this grant, the Participant acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

MEMC ELECTRONIC MATERIALS, INC.

By:

Name:

Title:

EX-10

MEMC Electronic Materials, Inc.
2001 Equity Incentive Plan

Restated March 1, 2002

Recitals

The Board of Directors of MEMC Electronic Materials, Inc. established the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan on December 10, 2001. The Board now wishes to amend and restate the Plan to permit equity incentive awards to prospective employees to induce such persons join the Company, and to increase the number of shares for which an option may be granted.

NOW, THEREFORE, the Plan is hereby amended and restated effective as of March 1, 2002 to read in its entirety as follows:

1. Purpose of the Plan

 The purpose of this MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan is to promote the interests of the Company and its stockholders by providing the key employees and consultants of the Company and its Affiliates with an appropriate incentive to encourage them to continue in the employ of the Company or Affiliate and to improve the growth and profitability of the Company.

2. Definitions

As used in this Plan, the following capitalized terms shall have the following meanings:

(a)		"Affiliate" shall mean, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the first Person.
(b)		"Award" shall mean an Option or a share of Restricted Stock granted to a Participant pursuant to the terms of this Plan, as evidenced by an Award Agreement.
(c)		"Award Agreement" shall mean, in the case of an Option, a Stock Option Grant Agreement, and in the case of a grant of a share of Restricted Stock, a Restricted Stock Agreement.
(d).		"Board" shall mean the Board of Directors of the Company
(e)		"Cause" shall mean, when used in connection with the termination of a Participant's Employment, the termination of the Participant's Employment by the Company or any Affiliate which Employs such Participant on account of (i) the failure of the Participant to make a good faith effort to substantially perform his duties hereunder (other than any such failure due to the Participant's Disability) or Participant's insubordination with respect to a specific directive of the Participant's supervisor or officer to which the Participant reports directly or indirectly; (ii) Participant's dishonesty, gross negligence in the performance of his duties hereunder or engaging in willful misconduct, which in the case of any such gross negligence, has caused or is reasonably expected to result in direct or indirect material injury to the Company or any of its Affiliates; (iii) breach by Participant of any material provision of any other written agreement with the Company or any of its Affiliates o r material violation of any Company policy applicable to Participant; or (iv) Participant's commission of a crime that constitutes a felony or other crime of moral turpitude or fraud. If, subsequent to Participant's termination of employment hereunder for other than Cause, it is determined in good faith by the Company that Participant's employment could have been terminated for Cause hereunder, Participant's employment shall, at the election of the Company, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.
(f)		"Change in Control" shall mean the occurrence of any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all of the assets of the Company to any Person or group of related persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any affiliates thereof other than to TPG Wafer Holdings LLC or any of its Affiliates (hereinafter "TPG"); (ii) the approval by the holders of capital stock of the Company of any plan or proposal for the liquidation or dissolution of the Company; (iii) (A) any Person or Group (other than TPG) shall become the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of shares representing more than 40% of the aggregate voting power of the issued and outstanding stock entitled to vote in the election of directors, managers or trustees (the "Voting Stock") of the Company and such Person or Group actually has the power to vote such shares in any such election and (B) TPG beneficially owns (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, in the aggregate a lesser percentage of the Voting Stock of the Company than such other Person or Group; (iv) the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved or who were nominated by, or designees of, TPG; (v) any Person or Group other than TPG shall have acquired the power to elect a majority of the members of the Board of Directors of the Company; or (vi) a merger or consolidation of the C ompany with another entity in which holders of the Common Stock of the Company immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, 50% or less of the common equity interest in the surviving corporation in such transaction and TPG holds less than 20% of the outstanding Voting Stock of the Company.
(g)		"Code" shall mean the Internal Revenue Code of 1986, as amended.
(h)		"Commission" shall mean the U.S. Securities and Exchange Commission.
(i)		"Committee" shall mean the Committee appointed by the Board pursuant to Section 3 of this Plan, or in the absence of such appointment, the Board.
(j)		"Common Stock" shall mean the shares of common stock of the Company, par value $0.01 per share.
(k)		"Company" shall mean MEMC Electronic Materials, Inc.
(l)		"Disability" shall, with respect to any Participant, that, as a result of incapacity due to a physical or mental illness, such Participant is, or is reasonably likely to become, unable to perform his or her duties for more than six (6) months or six (6) months in the aggregate during any twelve (12) month period. Notwithstanding the foregoing, if, as of the date of determination, the Participant is party to an effective employment or consulting agreement or Award Agreement that contains a different definition of the term "Disability" (or any derivation of such term), the definition in such agreement shall control.
(m)		"Eligible Employee" shall mean any employee or consultant who, in the judgment of the Committee, should be eligible to participate in this Plan due to the services they perform on behalf of the Company or an Affiliate.
(n)		"Employment" shall mean employment with the Company or any Affiliate and shall include the provision of services as a consultant for the Company or any Affiliate. "Employee" and "Employed" shall have correlative meanings.
(o)		"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
(p)		"Exercise Date" shall have the meaning set forth in Section 5.9 herein.
(q)		"Exercise Notice" shall have the meaning set forth in Section 5.9 herein.
(r)		"Exercise Price" shall mean the price that the Participant must pay under the Option for each share of Common Stock as determined by the Committee for each Grant and specified in the Stock Option Grant Agreement
(s)		"Fair Market Value" shall mean, as of any date, the closing price of the share of Common Stock, as reported on the New York Stock Exchange for such date or such national securities exchange as may be designated by the Board or, if Common Stock was not traded on such date, on the next preceding day on which Common Stock was traded.
(t)		"Good Reason" shall mean, within the two year period following a Change in Control, (i) a material diminution in a Participant's duties and responsibilities other than a change in such Participant's duties and responsibilities that results from becoming part of a larger organization following a Change in Control, (ii) a decrease in a Participant's base salary, bonus opportunity or benefits other than a decrease in benefits that applies to all employees of the Employer or its Affiliates otherwise eligible to participate in the affected plan, or (iii) a relocation of a Participant's primary work location more than 50 miles from the work location immediately prior to the Change in Control, without written consent; provided that, within fifteen days following the occurrence of any of the events set forth herein, the Participant shall have delivered written notice to the Company of his intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the circumsta nces claimed to give rise to the Participant's right to terminate his employment for Good Reason, and the Company shall not have cured such circumstances within fifteen days following the Company's receipt of such notice.
(u)		"Grant Date" shall mean, in the case of an Option, the Grant Date as defined in Section 5.3 herein, and, in the case of Restricted Stock, the Grant Date as defined in Section 6.2 herein
(v)		"Inducement Award" means an Award granted to a Prospective Employee as an incentive to become an Employee and that is forfeitable if such individual does not become an Employee within the period of time designated by the Committee.
(w)		"Non-Qualified Stock Option" shall mean an Option that is not an "incentive stock option" within the meaning of Section 422 of the Code
(x)		"Officer" shall mean the Company's president, principal financial officer, principal accounting officer (of if there is no such accounting officer, the controller), any vice president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Officers of the Company's subsidiaries shall be deemed to be officers if they perform such policy-making function for the Company.
(y)		"Option" shall mean the option to purchase Common Stock granted to any Participant under the Plan. Each Option granted hereunder shall be a Non-Qualified Stock Option and shall be identified as such in the Stock Option Grant Agreement by which it is evidenced.
(z)		"Option Spread" shall mean, with respect to an Option, the excess, if any, of the Fair Market Value of a share of Common Stock as of the applicable Valuation Date over the Exercise Price.
(aa)		"Participant" shall mean an Eligible Employee or a Prospective Employee to whom a Grant of an Award under the Plan has been made, and, where applicable, shall include Permitted Transferees.
(bb)		"Permitted Transferee" shall mean a Transferee who meets the requirements set forth in Section 5.6.
(cc)		"Person" means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.
(dd)		"Plan" means the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan, as may be amended from time to time.
(ee)		"Prospective Employee" means any individual to whom the Committee wishes to grant an Inducement Award as an incentive to become an Employee.
(ff)		"Restricted Stock" shall mean a share of Common Stock which is granted to a Participant pursuant to Section 6 herein and which is subject to the restrictions set forth in Section 6 herein or in any Restricted Stock Agreement that evidences such grant for so long as such restrictions continue to apply to such share.
(gg)		"Restricted Stock Agreement" shall mean the separate written agreement evidencing the grant of each share of Restricted Stock pursuant to the Plan.
(hh)		"Retirement" shall mean retirement from active employment with the Company and its subsidiaries on or after the attainment of age 65, or after attainment of age 55 and completion of 10 years of service with the Company; or such other retirement date as may be approved by the Committee for purposes of this Plan and specified in the applicable Award Agreement.
(ii)		"Securities Act" shall mean the Securities Act of 1933, as amended.
(jj)		"Stock Option Grant Agreement" shall mean the separate written agreement evidencing the grant of each Option pursuant to the Plan
(kk)	"Transfer" shall mean any transfer, sale, assignment, gift, testamentary transfer, pledge, hypothecation or other disposition of any interest. "Transferee" and "Transferor" shall have correlative meanings
(ll)	"Valuation Date" shall mean the trading date immediately preceding the date of the relevant transaction.
(mm)	("Vesting Date" shall mean, in the case of an Option, the date an Option becomes exercisable pursuant to Section 5.4 herein, and, in the case of Restricted Stock, the date a share of Restricted Stock vests pursuant to Section 6.3 herein

3. Administration of the Plan

The Plan shall be administered by the Committee, which shall be comprised of no fewer than two members of the Board who shall be appointed from time to time by the Board. The Committee may delegate its authority to grant Awards to a subcommittee of such Committee comprised solely of outside directors. In the absence of a Committee, the Board shall function as the Committee for all purposes under the Plan, and to the extent that the Board so acts, references in this Plan to the Committee shall refer to the Board as applicable. In addition, in 2001 the Chairman of the Board of Directors may grant Awards to employees who are not Officers, up to a total aggregate of 5,000,000 shares, subject to the terms and conditions determined by him. In addition, the Committee, in its discretion, may delegate its authority to grant Awards to a director or an officer or committee of officers of the Company, subject to reasonable limits and guidelines established by the Committee at the time of such delegation.

3.1 Powers of the Committee.

In addition to the other powers granted to the Committee under this Plan, the Committee shall have the discretionary power: (a) to determine to which of the Eligible Employees grants of Awards shall be made; (b) to make Inducement Awards to Prospective Employees; (c) to determine whether a grant of an Award will consist of an Option, Restricted Stock or any combination thereof, (d) to determine the time or times when grants shall be made and to determine the number of shares of Common Stock subject to each such Award; (e) to prescribe the form of any Award Agreement evidencing an Award and make any amendment or modification to any Award Agreement consistent with the terms of this Plan; (f) to determine the terms and conditions applicable to each Award (which need not be identical); (g) to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable for the administration of this Plan; (h) to construe and interpret this Plan, such rules and regulations and the instruments eviden cing the Awards; and (i) to make all other determinations necessary or advisable for the administration of this Plan.

3.2. Determinations of the Committee

Any grant of an Award, determination, prescription or other act of the Committee made in good faith shall be final and conclusively binding upon all persons.  

3.3. Indemnification of the Committee

No member of the Committee or the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Award. To the full extent permitted by law, the Company shall indemnify and hold harmless each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that such person, or such person's testator or intestate, is or was a member of the Committee.

3.4. Inconsistent Terms

In the event of a conflict between the terms of this Plan and the terms of any Award Agreement, the terms of this Plan shall govern.

4. Shares Subject to this Plan

Subject to adjustment as provided in this Section 4 and Section 7 hereof, the maximum number of shares of Common Stock available for grant under this Plan shall be 7,000,000. To the extent that any Award granted under this Plan terminates, expires or is canceled without having been exercised, the shares covered by such Award shall again be available for grant under this Plan.

No Participant whose Option(s) the Committee reasonably believes will be subject to Section 162(m) of the Code shall receive a grant of an Option or Options with respect to more than 2,000,000 shares of Common Stock in any calendar year.

5.	Options
5.1	Identification of Options

The Options granted under this Plan shall be clearly identified in the Stock Option Grant Agreement as Non-Qualified Stock Options.

 5.2 Exercise Price.

The Exercise Price of any Option granted under this Plan shall be such price as the Committee shall determine (which may be equal to, less than or greater than the Fair Market Value of a share of Common Stock on the Grant Date for such Options but shall not be less than par value per share) and which shall be specified in the Stock Option Grant Agreement; provided, however, that such price may not be less than the minimum price required by law.

5.3 Grant Date.

The Grant Date of the Options shall be the date designated by the Committee and specified in the Stock Option Grant Agreement as of the date the Option is granted.

5.4 Vesting Date of Options

Each Stock Option Grant Agreement shall indicate the date or conditions, including the achievement of certain performance objectives, under which such Option shall become exercisable; provided, however, that, unless otherwise provided in a Participant's Stock Option Grant Agreement or the Committee determines otherwise at a later date, if within the two year period following a Change in Control the Participant's Employment is terminated by the Company or its Affiliate without Cause or by the Participant for Good Reason, all outstanding Options held by such Participant shall become immediately vested as of the effective date of the termination of such Participant's Employment.

5.5 Limitation on Transfer

During the lifetime of a Participant, each Option shall be exercisable only by such Participant unless the Participant obtains written consent from the Company to Transfer such Option to a specified Transferee (a "Permitted Transferee") or the Participant's Stock Option Grant Agreement provides otherwise.

5.6 Condition Precedent to Transfer of Any Option

It shall be a condition precedent to any Transfer of any Option by any Participant that the Transferee, if not already a Participant in the Plan, shall agree prior to the Transfer in writing with the Company to be bound by the terms of the Plan and the Stock Option Grant Agreement as if he had been an original signatory thereto.

5.7 Effect of Void Transfers

In the event of any purported Transfer of any Options in violation of the provisions of the Plan, such purported Transfer shall, to the extent permitted by applicable law, be void and of no effect.

5.8 Exercise of Options

A Participant may exercise any or all of his vested Options by serving an Exercise Notice on the Company as provided in Section 5.9 hereto; provided that no option granted on or after March 1, 2002 may be exercised until the beginning of the twelve-month period immediately preceding the 10^th anniversary of the Grant Date, or the beginning of such other period as is prescribed in the Participant's Stock Option Grant Agreement, to the extent that the Company's federal income tax deduction for the Option Spread is precluded by Section 162(m) of the Code for the year in which the exercise would occur; provided, further, that no option granted before March 1, 2002 may be exercised until the beginning of the two-month period immediately preceding the 10^th anniversary of the Grant Date to the extent that the Company's federal income tax deduction for the Option Spread is precluded by Section 162(m) of the Code for the year in which the exercise would occur.

5.9 Method of Exercise

Unless otherwise determined by the Committee, the Option shall be exercised by delivery of written notice to the Company's principal office (the "Exercise Notice"), to the attention of its Secretary, no less than five business days in advance of the effective date of the proposed exercise (the "Exercise Date"). Such notice shall (a) specify the number of shares of Common Stock with respect to which the Option is being exercised, the Grant Date of such Option and the Exercise Date, (b) be signed by the Participant and (c) if the Option is being exercised by the Participant's Permitted Transferee(s), such Permitted Transferee(s) shall indicate in writing that they agree to and shall be bound by this Plan and Stock Option Grant Agreement as if they had been original signatories thereto. The Exercise Notice shall include (i) payment in cash for an amount equal to the Exercise Price multiplied by the number of shares of Common Stock specified in such Exercise Notice, or (ii) if approved in advanc e by the Committee, a certificate representing the number of shares of Common Stock with a Fair Market Value equal to the Exercise Price (provided the Participant has owned such shares at least six months prior to the Exercise Date) multiplied by the number of shares of Common Stock specified in such Exercise Notice or a combination of cash and certificates or any other method otherwise approved by the Committee. In its discretion, the Committee may also permit any Participant to exercise an Option through a cashless exercise procedure involving a broker or dealer approved by the Committee, provided that the participant complies with the procedures for such an exercise established by the Committee.

5.10 Certificates of Shares

Upon the exercise of the Options in accordance with Section 5.9, certificates of shares of Common Stock shall be issued in the name of the Participant and delivered to such Participant as soon as practicable following the Exercise Date or such shares shall be held in the name of the Participant in bank entry form by a broker/dealer designated by the Participant or the Company.

5.11 Termination of Options.

The Committee may, at any time, in its absolute discretion, without amendment to this Plan or any relevant Stock Option Grant Agreement, terminate the Options then outstanding, whether or not exercisable, provided, however, that the Company, in full consideration of such termination, shall pay (a) with respect to any Option, or portion thereof, then outstanding, an amount equal to the Option Spread determined as of the Valuation Date coincident with or next succeeding the date of termination. Such payment shall be made as soon as practicable after the payment amounts are determined, provided, however, that the Company shall have the option to make payments to the Participants by issuing a note to the Participant bearing a reasonable rate of interest as determined by the Committee in its absolute discretion.

5.12 Rights as Stockholder.

Except as otherwise expressly provided herein, the Participants shall not have any rights as stockholders with respect to any shares of Common Stock covered by or relating to the Options granted pursuant to this Plan until the date such Options vest and the Participants become the registered owners of such shares. Except as otherwise expressly provided in Section 8 hereof, no adjustment to the Options shall be made for dividends or other fights for which the record date occurs prior to the date such Option becomes vested and a stock certificate is issued.

6. Restricted Stock

6.1 Grant of Restricted Stock.

The Committee may grant shares of Restricted Stock pursuant to this Plan. Each Grant of shares of Restricted Stock shall be evidenced by a Restricted Stock Agreement containing such conditions, terms and conditions as the Committee deems appropriate, provided that such restrictions, terms and conditions are not inconsistent with this Section 6.

6.2 Grant Date.

The Grant Date of a share of Restricted Stock shall be the date designated by the Committee and specified in the Restricted Stock Agreement as the date the share of Restricted Stock is granted.

6.3 Vesting Date of Restricted Stock.

Each Restricted Stock Agreement shall indicate the date or conditions, including the achievement of certain performance objectives, under which such shares of Restricted Stock shall become vested; provided, however, that, unless otherwise provided in a Participant's Restricted Stock Agreement or the Committee determines otherwise at a later date, if within the two year period following a Change in Control the Participant's Employment is terminated by the Company or its Affiliate without Cause or by the Participant for Good Reason, all shares of Restricted Stock held by such Participant shall become immediately vested as of the effective date of the termination of such Participant's Employment.

6.4 Limitation of Transfer of Restricted Stock Prior to Vesting.

Prior to the date the shares of Restricted Stock become vested, each share of Restricted Stock shall not be Transferable under any circumstances and no transfer of a Participant's rights with respect to such share, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the Transferee with any interest or right in or with respect to such share, but immediately upon any attempt to Transfer such rights, such share, and all of the rights related thereto, shall be cancelled and shall be forfeited by the Participant and the Transfer shall be of no force or effect.

6.5	Issuance of Certificates for Restricted Stock.
	(a)	Issuance of Certificates Issued Prior to Vesting.

Reasonably promptly after the receipt by the Company of the Restricted Stock Agreement executed by the Participant with respect to the shares of Restricted Stock granted by the Restricted Stock Agreement, the Company shall cause to be issued stock certificates, registered in the name of the Participant, evidencing the Common Stock granted by the Restricted Stock Agreement. Each certificate shall contain such legends as the Committee deems appropriate. The Committee may require that the certificate evidencing such share be held in custody by the Company until such share of Restricted Stock becomes vested, and that, as a condition of any Award of Restricted Stock, the Committee may require that the Participant deliver to the Company a stock power, endorsed in blank, relating to the Common Stock covered by such Award. Alternately, the Committee may direct that the shares be issued in the name of a nominee or deposited in escrow pending removal of the restrictions.

(b) Issuance of Certificates Issued After Vesting.

Reasonably promptly after any such shares of Restricted Stock vests pursuant to Section 6.3 hereof, the Company shall cause to be issued and delivered to the Participant new certificates evidencing such Common Stock, containing such legends as the Committee deems appropriate or such shares may be held in the Participant's name in bank entry form by a broker/dealer designated by the Participant or the Company.

6.6 Termination of Restricted Stock.

The Committee may, at any time, in its absolute discretion, terminate any Award of shares of Restricted Stock then outstanding, whether vested or not, provided, however, that the Company, in full consideration of such termination shall pay with respect to each share of Restricted Stock, whether or not vested on the date of such termination, an amount equal to the Fair Market Value determined as of the Valuation Date coincident with or next succeeding the date of termination. Such payment shall be made as soon as practicable after the payment amounts are determined, provided, however, that the Company shall have the option to make payments to the Participants by issuing a note to the Participant bearing a reasonable rate of interest as determined by the Committee in its absolute discretion.

6.7	Rights as Shareholders.
	(a)	Dividends.

Unless otherwise provided in the Restricted Stock Award Agreement, ordinary and routine dividends paid in cash with respect to shares of Restricted Stock that are outstanding as of the relevant record date for such dividends shall be distributed to the Participant in the manner determined by the Committee. Stock dividends issued with respect to shares covered by the Restricted Stock Award shall be treated as additional shares under the Restricted Stock Award and shall be subject to the same restrictions and terms and conditions that apply to the shares with respect to which such dividends are issued.

(b) Voting.

The Participant shall be entitled to vote the Restricted Stock, or in the case of Restricted Stock held in custody by the Company, direct the Company as to the manner as to which the Restricted Stock shall be voted.

7.	Termination of Employment
7.1	Expiration of Options

With respect to each Participant, such Participant's Option(s), or portion thereof, which have not become exercisable shall expire on the date such Participant's Employment is terminated for any reason unless otherwise specified in the Stock Option Grant Agreement. With respect to each Participant, each Participant's Option(s), or any portion thereof, which have become exercisable on the date such Participant's Employment is terminated shall expire on the earlier of (i) the commencement of business on the date the Participant's Employment is terminated for Cause; (ii) 90 days after the date the Participant's Employment is terminated for any reason other than Cause, death, Disability or Retirement; (iii) one year after the date of the Participant's Employment is terminated by reason of the Participant's death; (iv) one year after the date the Participant's Employment is terminated by reason of Disability or Retirement, provided, however, that if during such one-year period following the termination of the Participant's Employment by reason of Disability or Retirement the Participant dies, the Participant's legal representative or beneficiary may exercise the Participant's Option(s), or any portion thereof, which have become exercisable on the date of the Participant's Employment is terminated for a period of one year from the date of the Participant's death; or (iv) the 10th anniversary of the Grant Date for such Option(s). Notwithstanding the foregoing, the Committee may specify in the Stock Option Grant Agreement a different expiration date or period for any Option granted hereunder, and such expiration date or period shall supersede the foregoing expiration period.

7.2 Expiration of Restricted Stock.

With respect to each Participant, such Participant's shares of Restricted Stock which have not become vested on the date such Participant's Employment is terminated for any reason shall be forfeited unless otherwise specified in the Restricted Stock Agreement.

8.	Adjustment Upon Changes in Company Stock
	(a)	Increase or Decrease in Issued Shares Without Consideration.

Subject to any required action by the stockholders of the Company, in the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock or the payment of an extraordinary stock dividend (but only on the shares of Common Stock), or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company, the Committee shall, make such adjustments with respect to the number of shares of Common Stock subject to the Awards, the exercise price per share of Common Stock, as the Committee may consider appropriate to prevent the enlargement or dilution of rights.

(b) Certain Mergers

Subject to any required action by the stockholders of the Company, in the event that the Company shall be the surviving corporation in any merger or consolidation (except a merger or consolidation as a result of which the holders of shares of Common Stock receive securities of another corporation), the Awards outstanding on the date of such merger or consolidation shall pertain to and apply to the securities that a holder of the number of shares of Common Stock subject to any such Award would have received in such merger or consolidation (it being understood that if, in connection with such transaction, the stockholders of the Company retain their shares of Common Stock and are not entitled to any additional or other consideration, the Awards shall not be affected by such transaction).

(c) Certain Other Transactions.

In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company's assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall, in its absolute discretion, have the power to:

(A) provide for the exchange of any Award outstanding immediately prior to such event (whether or not then exercisable) for an award with respect to, as appropriate, some or all of the property for which the stock underlying such Award is exchanged and, incident thereto, make an equitable adjustment, as determined by the Committee, in the exercise price of the Options, if applicable, or the number of shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participants in partial consideration for the exchange of the Awards as the Committee may consider appropriate to prevent dilution or enlargement of rights;

  (B) cancel, effective immediately prior to the occurrence of such event, any Award outstanding immediately prior to such event (whether or not then exercisable or vested), and in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each share of Common Stock subject to such Award, equal to (x) with respect to an Option, the excess of (1) the value, as determined by the Committee in its absolute discretion, of securities and property (including cash) received by the holder of a share of Common Stock as a result of such event over (2) the Exercise Price of such Option or (y) with respect to Restricted Stock, the value, as determined by the Committee in its absolute discretion, of the securities and property (including cash) received by the holder of a share of Common Stock as a result of such event; or

  (C) provide for any combination of (A) or (B).

(d) Other Changes.

In the event of any change in the capitalization of the Company or a corporate change other than those specifically referred to in Sections 8(a), (b) or (c) hereof, the Committee shall, in its absolute discretion, make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and, if applicable, in the per-share exercise price of each such Option, as the Committee may, in its absolute discretion, consider appropriate to prevent dilution or enlargement of rights.

(e) No Other Rights.

Except as expressly provided in this Plan or the Award Agreements evidencing the Awards, the Participants shall not have any rights by reason of (i) any subdivision or consolidation of shares of Common Stock or shares of stock of any class, (ii) the payment of any dividend, any increase or decrease in the number of shares of Common Stock, or (iii) shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in this Plan or the Award Agreements evidencing the Awards, no issuance by the Company of shares of Common Stock or shares of stock of any class, or securities convertible into shares of Common Stock or shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to an Award or, if applicable, the exercise price of any Option.

9.	Withholding Taxes
9.1	Cash Remittance.

Whenever shares of Common Stock are to be issued upon the exercise of an Option or when shares of Restricted Stock vest, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, local and foreign withholding tax requirements, if any, attributable to such exercise, grant or lapse prior to the delivery of any certificate or certificates for such shares or the effectiveness of the lapse of such restrictions. Without limitation on the foregoing, the Company shall have the right to require the Participant to remit to the Company or any of its Affiliates in cash an amount sufficient to satisfy any applicable tax liability, including, without limitation, that if the Company or any of its Affiliates is liable to account for or deduct any tax, national insurance or other fiscal impositions or duties payable as a result of the exercise of the Option or the issue or transfer of shares of Common Stock from the salary or other earnings of the Participant in any relevant payment period and such salary or earnings are insufficient to meet the liability of the Company or any of its Affiliates, then the Company shall have the right to require the Participant to remit to the Company or any of its Affiliates in cash an amount sufficient to satisfy this liability.

9.2 Stock Remittance.

At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the exercise of an Option or when shares of Restricted Stock vest, the Participant may tender to the Company a number of shares of Common Stock owned by the Participant having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise or grant but not greater than such withholding obligations. Such election shall satisfy the Participant's obligations under Section 9.1 hereof, if any.

9.3 Stock Withholding.

At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the exercise of an Option or the grant of Restricted Stock, the Company shall withhold a number of such shares having a Fair Market Value at the exercise date determined by the Committee to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise or grant but not greater than such withholding obligations. Such election shall satisfy the Participant's obligations under Section 9.1 hereof, if any.

10.	Securities Matters
10.1	Registration.

The Company shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything hereof to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to this Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition to the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems necessary or advisable.

10.2 Effectiveness of Option Exercise or Award.

With respect to an Option, the exercise of such Option granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Company may, in its sole discretion, defer the effectiveness of an exercise of an Option hereunder or the issuance or transfer of shares of Common Stock pursuant to any Award pending or to ensure compliance under federal or state securities laws. The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Option or the issuance or transfer of shares of Common Stock pursuant to any Award. During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise an d obtain the refund of any amount paid with respect thereto.

11.	Effective Date; Plan Term; Amendment of this Plan; Termination of this Plan
11.1	Effective Date

The effective date of this Plan shall be December 7, 2001.

 11.2 Plan Term.

The Committee shall not grant any Awards under this Plan on or after the tenth anniversary of the date this Plan was adopted. All Awards which remain outstanding after such date shall continue to be governed by the Plan and the function of the Committee will be limited to supervising the administration of Awards previously granted.

11.3 Amendment of this Plan.

The Committee may, in its absolute discretion, from time to time revise or amend this Plan, provided, however, that any such amendment shall not impair or adversely affect the Participants' rights under this Plan or any outstanding Award without such Participant's written consent.

11.4 Termination of this Plan

The Committee may at any time, in its absolute discretion, suspend or terminate this Plan. No awards may be granted during any suspension of the Plan or after the Plan has been terminated. The termination of the Plan shall not affect any Awards previously granted. After the Plan terminates, the function of the Committee will be limited to supervising the administration of Awards previously granted.

12.	Miscellaneous
12.1	No Special Employment Rights.

Nothing contained in this Plan shall confer upon the Participants any right with respect to the continuation of their Employment or interfere in any way with the right of the Company or an Affiliate, subject to the terms of any separate employment agreements to the contrary, at any time to terminate such Employment or to increase or decrease the compensation of the Participants from the rate in existence at the time of the grant of any Award.

12.2 Right of Offset.

If a Participant becomes entitled to a distribution of benefits under this Plan, and if at such time the Participant has any outstanding debt, obligation, or other liability representing an amount owing to the Company or any of its Affiliates, the Company, upon a determination by the Committee, and to the extent permitted by applicable law, may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.

12.3 No Obligation to Exercise an Option.

The grant to the Participants of the Options shall impose no obligation upon the Participants to exercise such Options.

12.4 Notices.

All notices and other communications hereunder shall be in writing and shall be given and shall be deemed to have been duly given if delivered in person, by cable, telegram, telex or facsimile transmission, to the parties as follows:

If to the Participant, to the Participant's last known address.

If to the Company: MEMC Electronic Materials, Inc.
Attention: Vice-President, Human Resources
501 Pearl Dr.
St. Peters, MO 63376

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

12.5 Descriptive Headings.

The headings in this Plan are for convenience of reference only and shall not limit or otherwise affect the meaning of the terms contained herein.

12.6 Gender.

All references herein to the masculine gender shall include the feminine.

12.7 Severability.

In the event that any one or more of the provisions, subdivisions, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, subdivision, word, clause, phrase or sentence in every other respect and of the remaining provisions, subdivisions, words, clauses, phrases or sentences hereof shall not in any way be impaired, it being intended that all rights, powers and privileges of the Company and Participants shall be enforceable to the fullest extent permitted by law.

12.8 Governing Law.

This Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

12.9 Shareholder Approval.

No Award shall be made under this Plan to an Officer before approval of this Plan by the shareholders of the Company, except for Inducement Awards.

The undersigned hereby certifies that the Board of Directors of the Company duly adopted this amended and restated Plan effective as of March 1, 2002.

By: /s/ David L. Fleisher
Name: David L. Fleisher

Title: General Counsel and Corporate Secretary

Date: April 29, 2002

EX-10

FORM OF STOCK OPTION GRANT AGREEMENT

2001 Equity Incentive Plan
Four Year Vesting

THIS AGREEMENT, made as of ___________________, between MEMC Electronic Materials, Inc. (the "Company") and the participant, named on the cover sheet to this agreement.

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan (the "Plan") to promote the interests of the Company and its stockholders by providing the Company's key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company;

WHEREAS, the Plan provides for the Grant to Participants in the Plan of Non-Qualified Stock Options to purchase shares of Common Stock of the Company.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties hereto hereby agree as follows:

1. Grant of Options

Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the "Option") with respect to the number of shares of Common Stock of the Company indicated on Exhibit A to this Agreement.

2. Grant Date

The Grant Date of the Option hereby granted is as of the date shown on Exhibit A to this agreement.

3. Incorporation of Plan

All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan.

4. Exercise Price

The exercise price of each share underlying the Option hereby granted is indicated on Exhibit A to this Agreement.

5. Vesting Date

The Option shall become vested and exercisable as follows:

On	The Option will be exercisable for the following percentage of the shares of Common Stock underlying the Option
	_____%
	_____%
	_____%
	_____%

Fractional shares shall be rounded down to the nearest whole share.

Notwithstanding the foregoing, unless the Committee determines otherwise at a later date, if within the two year period following a Change in Control the Participant's Employment is terminated by the Company or its Affiliate without Cause or by the Participant for Good Reason, all outstanding Options held by such Participant shall become vested and exercisable immediately as of the effective date of the termination of such Participant's Employment. All outstanding Options held by such Participant also shall become vested and exercisable immediately upon the death or Disability of the Participant.

6. Expiration Date

Subject to the provisions of the Plan, with respect to the Option or any portion thereof which has not become exercisable, the Option shall expire on the date the Participant's Employment is terminated for any reason, and with respect to any Option or any portion thereof which has become exercisable, the Option shall expire on the earlier of: (i) the commencement of business on the date the Participant's Employment is terminated for Cause; (ii) 90 days after the date the Participant's Employment is terminated for any reason other than Cause, death, Disability or Retirement; (iii) one year after the date of the Participant's Employment is terminated by reason of the Participant's death; (iv) one year after the date the Participant's Employment is terminated by reason of Disability or Retirement, provided, however, that if during such one year period following the termination of the Participant's Employment by reason of Disability or Retirement the Participant dies, the Participant's legal r epresentative or beneficiary may exercise the Participant's Option(s), or any portion thereof, which have become exercisable on the date of the Participant's Employment is terminated for a period of one year from the date of the Participant's death; or (iv) the 10th anniversary of the Grant Date.

7. Delays or Omissions

No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

8. Limitation on Transfer

During the lifetime of the Participant, the Option shall be exercisable only by the Participant. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may request authorization from the Committee to assign his rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Participant, the Participant's spouse or the Participant's lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Participant may assign his rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan.

9. Integration

This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

10. Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

11. Participant Acknowledgment

By accepting this grant, the Participant acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

MEMC ELECTRONIC MATERIALS, INC.

By:

Name:

Title:

Exhibit A to
Stock Option Grant Agreement

2001 Equity Incentive Plan
Four Year Vesting

Participant Name

The attached Agreement effective ________________ reflects the Stock Options awarded to you.

Your award consists of:

______ at $________/share

As indicated in the attached Agreement, this award will vest over the next four (4) years.

EX-10

FORM OF STOCK OPTION GRANT AGREEMENT

2001 Equity Incentive Plan
Seven Year Vesting

THIS AGREEMENT, made as of this _____ day of _______________, between MEMC Electronic Materials, Inc. (the "Company") and _______________________ (the "Participant").

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan (the "Plan") to promote the interests of the Company and its stockholders by providing the Company's key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company;

WHEREAS, the Plan provides for the Grant to Participants in the Plan of Non-Qualified Stock Options to purchase shares of Common Stock of the Company.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties hereto hereby agree as follows:

1. Grant of Options.

Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the "Option") with respect to ______ shares of Common Stock of the Company.

2. Grant Date.

The Grant Date of the Option hereby granted is as of ___________________.

3. Incorporation of Plan.

All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan.

4. Exercise Price.

The exercise price of each share underlying the Option hereby granted is $ _______.

5. Vesting Date.

Subject to the accelerated vesting upon satisfaction of the performance goals described below, the Option shall become vested and exercisable on the 7^th anniversary of the Grant Date. Notwithstanding the foregoing, the Option shall be vested and exercisable for a portion of the shares of Common Stock underlying the Option at such earlier time that the following performance goals are met:

The portion of the shares of Common Stock underlying the Option that becomes vested and immediately exercisable for any year shall be added to the portion that became vested and immediately exercisable in any prior year or years. (Of course, the total cumulative portion that becomes vested and immediately exercisable will never exceed 100%.)

Notwithstanding the foregoing, unless the Committee determines otherwise at a later date, if within the two year period following a Change in Control the Participant's Employment is terminated by the Company or its Affiliate without Cause or by the Participant for Good Reason, all outstanding Options held by such Participant shall become vested and exercisable immediately as of the effective date of the termination of such Participant's Employment. All outstanding Options held by such Participant also shall become vested and exercisable immediately upon the death or Disability of the Participant.

6. Expiration Date.

Subject to the provisions of the Plan, with respect to the Option or any portion thereof which has not become exercisable, the Option shall expire on the date the Participant's Employment is terminated for any reason, and with respect to any Option or any portion thereof which has become exercisable, the Option shall expire on the earlier of: (i) the commencement of business on the date the Participant's Employment is terminated for Cause; (ii) 90 days after the date the Participant's Employment is terminated for any reason other than Cause, death, Disability or Retirement; (iii) one year after the date of the Participant's Employment is terminated by reason of the Participant's death; (iv) one year after the date the Participant's Employment is terminated by reason of Disability or Retirement, provided, however, that if during such one year period following the termination of the Participant's Employment by reason of Disability or Retirement the Participant dies, the Participant's legal r epresentative or beneficiary may exercise the Participant's Option(s), or any portion thereof, which have become exercisable on the date of the Participant's Employment is terminated for a period of one year from the date of the Participant's death; or (iv) the 10th anniversary of the Grant Date.

7. Delays or Omissions.

No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

8. Limitation on Transfer.

During the lifetime of the Participant, the Option shall be exercisable only by the Participant. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may request authorization from the Committee to assign his rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Participant, the Participant's spouse or the Participant's lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Participant may assign his rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan.

9. Integration.

This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

10. Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

11. Participant Acknowledgment.

By accepting this grant, the Participant acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

MEMC ELECTRONIC MATERIALS, INC.

By:

Name:

Title:

EX-10

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 1st day of January, 2002 by and between MEMC Electronic Materials Inc., a Delaware corporation (the "Company"), and James M. Stolze ("Executive").

WITNESSETH:

WHEREAS, the Company desires to continue to employ Executive as an executive officer of the Company and Executive desires to continue such employment on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:

l. Term; Position and Responsibilities. Unless Executive's employment shall sooner terminate pursuant to Section 4 hereof, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a three-year term commencing on November 13, 2001 (the "Commencement Date") and ending on the day immediately preceding the third anniversary of the Commencement Date. The period during which Executive is employed by the Company pursuant to this Agreement shall be referred to as the "Employment Period." During the Employment Period, Executive shall serve as an executive officer of the Company and shall have such duties and responsibilities as are customarily assigned to individuals serving in such position and such other duties as the Company specifies from time to time. Executive shall comply with all policies and procedures of the Company. Executive shall devote all of his skill, knowledge, commercial efforts and working time to the conscientious and faith ful performance of his duties and responsibilities for the Company (except for (i) vacation time as set forth in Section 3(b) hereof and absence for sickness or similar disability and (ii) to the extent that it does not interfere with the performance of Executive's duties hereunder, (A) such reasonable time as may be devoted to the fulfillment of Executive's civic responsibilities, (B) such reasonable time as may be necessary from time to time for personal financial matters and (C) certain other activities with the prior written consent of the Chief Executive Officer of the Company).

2. Compensation.

(a) Base Salary. As compensation for the services to be performed by Executive during the Employment Period, from the Commencement Date through the end of calendar year 2001, the Company shall pay Executive a base salary at an annualized rate of $290,000, payable in installments on the Company's regular payroll dates. Beginning on January 1, 2002, Executive's base salary shall be reduced by twenty percent (20%) until such time as the Company attains certain financial objectives as may be established by the Board of Directors of the Company (the "Board"), from time to time, in its sole discretion. In the event Executive's base salary is restored to the annualized rate specified for calendar year 2001 above, Executive's base salary shall be reviewed from time to time and may be adjusted by the Board, in its sole discretion. Notwithstanding the foregoing, Executive's base salary shall not be decreased except if such decrease is part of a base salary reduction applicable to a broad class of m anagement employees. The annual base salary payable to Executive under this Section 2 shall hereinafter be referred to as the "Base Salary".

(b) Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn an annual bonus (an "Annual Bonus"), with a target bonus of 50% of Executive's Base Salary (the "Target Bonus") and a maximum bonus of 88% of Executive's Base Salary (the "Maximum Annual Bonus"), in respect of each calendar year pursuant to the terms of the Company's Annual Incentive Plan then existing for such calendar year; provided, however, that, except as may be provided in Section 4(f) hereof, the Annual Bonus for any calendar year shall be payable to Executive only if Executive is employed by the Company on the date on which such Annual Bonus is paid. The amount of any Annual Bonus and all other terms and conditions related thereto (including without limitation any performance criteria and the form of payment of such Annual Bonus) shall be determined by the Board, in its sole discretion.

(c) Stock Options.

(i) Initial Grant. As soon as reasonably practicable after the date of this Agreement, the Company shall cause the Board or a committee thereof to grant to Executive a non-qualified option to purchase 250,000 shares of common stock of the Company, at an exercise price per share equal to fair market value per share as of the date of grant, (the "Initial Performance Option") and an additional non-qualified option to purchase 250,000 shares of common stock of the Company, at an exercise price equal to $1.50 per share (the "Initial Service Option" and together with the Initial Performance Option, referred to herein as the "Initial Options"). A portion of the Initial Options shall be governed by the Company's 1995 Equity Incentive Plan, as it may be amended from time to time (the "1995 Plan"), and shall be evidenced by a separate stock option agreement executed by the Company and Executive (the "1995 Plan Initial Stock Option Agreement") which shall contain terms co nsistent with this Section 2(c)(i) and other customary terms, and the remaining portion of the Initial Options shall be governed by the stock option agreement executed by the Company and Executive (the "Non-Plan Stock Option Agreement," and together with the 1995 Plan Initial Stock Option Agreement, the "Initial Stock Option Agreement"), which shall contain terms consistent with this Section 2(c)(i) and terms and condition that are substantially similar to the terms and conditions contained in the Company's 2001 Equity Incentive Plan, as it may be amended from time to time (the "2001 Plan"). The Initial Stock Option Agreement shall provide, among other things, for the following:

(A) the Initial Service Option shall become exercisable in four equal annual installments on each of the first, second, third and fourth anniversaries of the Commencement Date, provided that Executive remains continuously employed by the Company through each such date;

(B) Notwithstanding the foregoing, to the extent that the exercise of any portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years and ten months from the applicable grant date.

(C) the Initial Performance Option shall vest on the seventh anniversary of the Commencement Date if Executive is actively employed by the Company on such anniversary; provided, however, that the vesting of the Initial Performance Options, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives that will be established by the Company prior to February 28, 2002, provided Executive is actively employed with the Company on the date of such acceleration;

(D) the Initial Options shall expire on the tenth anniversary of the date of grant, provided that such Initial Options shall be subject to earlier expiration upon termination of employment in accordance with the Initial Stock Option Agreement; and

(E) upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Initial Options that have become vested as of the Date of Termination.

(ii) Existing Options; Subsequent Grant.

(A) Optional Cancellation of Existing Options. The Company intends to permit Executive on or about June 1, 2002, to cancel any and all of his rights to or in his option to purchase 196,504 shares of common stock of the Company granted to him prior to the Commencement Date (the "Existing Option"), such cancellation to be effective as of June 1, 2002. Until Executive elects to cancel his Existing Option (if he elects to do so at all), such Existing Option shall continue to be governed by the terms of the applicable plan and stock option agreement under which the Existing Option was awarded to Executive (collectively, the "Existing Stock Option Agreement").

(B) Subsequent Grant. In the event that Executive elects to cancel his Existing Option as provided in Section 2(c)(ii)(A) above and subject to Executive's continuous employment with the Company, as soon as reasonably practicable following January 1, 2003, the Company shall cause the Board or a committee thereof to grant Executive non-qualified options (the "Subsequent Options") to purchase at least 40,000 shares of common stock of the Company (the "Subsequent Option Shares"). The Subsequent Options granted on or about January 1, 2003 shall have an exercise price per share equal to the "fair market value" (as such term is defined in the 1995 Plan) per share at the date of grant. The Subsequent Options with respect to fifty percent (50%) of such Subsequent Option Shares shall be referred to herein as the "Subsequent Service Option" and the Subsequent Options with respect to the remaining Subsequent Option Shares shall be referred to herein as the "Subsequent Performance Opt ion." The terms and conditions of the Subsequent Options shall be evidenced by a stock option agreement (the "Subsequent Stock Option Agreement" and together with the Initial Stock Option Agreement and the Existing Stock Option Agreement, collectively referred to herein as the "Stock Option Agreements"). The Subsequent Stock Option Agreement shall contain terms consistent with this Section 2(c)(ii)(B) and other customary terms, including the following:

(1) the Subsequent Service Option shall become exercisable in four equal annual installments on each of the first, second, third and fourth anniversaries of the grant date, provided that Executive remains continuously employed by the Company through each such date;

(2) the Subsequent Performance Option shall vest on the seventh anniversary of the grant date if Executive is actively employed with the Company on such anniversary; provided, however, that the vesting of the Subsequent Performance Option, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives established by the Company prior to February 28, 2003, provided Executive is actively employed with the Company on the date of such acceleration;

(3) the Subsequent Options shall expire on the tenth anniversary of the date of grant, provided that such Subsequent Options shall be subject to earlier expiration upon termination of employment in accordance with the Subsequent Stock Option Agreement; and

(4) upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Subsequent Options that are vested as of the Date of Termination.

3. Employee Benefits.

(a) Participation in Employee Benefit Plans. During the Employment Period, Executive shall be eligible to participate in the employee benefit plans and programs maintained by the Company from time to time and generally available to the senior executives of the Company including to the extent maintained by the Company life, medical, dental, accidental and disability insurance plans and profit sharing, pension, retirement, deferred compensation and savings plans, in accordance with the terms and conditions thereof as in effect from time to time.

(b) Vacation. During the Employment Period, Executive shall be entitled to the same amount of annual vacation that Executive is entitled to on the date of this Agreement on an annualized basis, as may be increased from time to time consistent with the Company's past practices, provided that in no case will there be any carryover accumulation.

4. Termination of Employment. Executive's employment may be terminated prior to the end of the employment term specified in Section 1 hereof as follows:

(a) Termination Due to Death or Disability. Executive's employment may be terminated by the Company due to Executive's Disability (as defined below). In the event that Executive's employment hereunder terminates due to his death or is terminated by the Company due to Executive's Disability, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement, "Disability" shall mean a physical or mental condition entitling Executive to benefits under the long-term disability policy maintained by the Company, as such policy may be amended from time to time. Executive's employment shall be deemed to have terminated as a result of Disability on the date as of which he is first entitled to receive disability benefits under such policy.

(b) Termination by the Company for Cause. Executive's employment may be terminated by the Company for Cause (as defined below). In the event of a termination of Executive's employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement, "Cause" shall mean (i)  the failure of Executive to make a good faith effort to substantially perform his duties hereunder (other than any such failure due to Executive's Disability) or Executive's insubordination with respect to a specific directive of the Chief Executive Officer of the Company or resolution of the Board; (ii) Executive's dishonesty, gross negligence in the performance of his duties hereunder or engaging in willful misconduct, which in the case of any such gross negligence, has caused or is reasonably expected to result in direct or indirect material injury to the Company or any of its Affiliates (as defin ed below); (iii) breach by Executive of any material provision of this Agreement or of any other written agreement with the Company or any of its Affiliates or material violation of any Company policy applicable to Executive; or (iv) Executive's commission of a crime that constitutes a felony or other crime of moral turpitude or fraud. If, subsequent to Executive's termination of employment hereunder for other than Cause, it is determined in good faith by the Company that Executive's employment could have been terminated for Cause hereunder, Executive's employment shall, at the election of the Company, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

(c) Termination Without Cause. Executive's employment may be terminated by the Company Without Cause (as defined below). In the event of a termination of Executive's employment by the Company Without Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(i). A termination "Without Cause" shall mean a termination of Executive's employment by the Company during the employment term specified in Section 1 hereof other than due to Executive's death, Disability or for Cause.

(d) Termination by Executive. In the event that Executive terminates his employment for Good Reason, Executive shall be entitled to the termination benefits described in Section 4(f)(i). In the event that Executive terminates his employment without Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). A termination of employment by Executive for "Good Reason" shall mean a termination by Executive of his employment with the Company following the occurrence, without Executive's consent, of any of the following events: (i) a material reduction in Executive's total compensation opportunity unless such reduction is part of a reduction applicable to a broad class of management employees or (ii) relocation of Executive's principal work location to more than twenty-five (25) miles from Executive's current principal work location, provided that, (x) within thirty (30) days following the occurrence of any of the events set forth herein, Executive shall have delivered written notice to the Company of his intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to Executive's right to terminate his employment for Good Reason, and the Company shall not have cured such circumstances to the reasonable satisfaction of Executive within thirty (30) days after receipt of such notice and (y) Executive delivers a Notice of Termination to the Company in accordance with Section 4(e) within ten (10) days following the Company's failure to cure such circumstances within the time period specified above. A termination "Without Good Reason" shall mean a termination of Executive's employment by Executive during the employment term specified in Section 1 hereof other than a termination of Executive's employment by Executive for Good Reason in accordance with the foregoing procedures.

(e) Notice of Termination; Date of Termination.

(i)  Notice of Termination. Any termination by the Company pursuant to Section 4(a), 4(b) or 4(c), or by Executive pursuant to Section 4(d), shall be communicated by a Notice of Termination addressed to the other party to this Agreement in accordance with the notice provisions of Section 9(f). A "Notice of Termination" shall mean a notice stating that Executive or the Company, as the case may be, is electing to terminate Executive's employment with the Company and stating the proposed effective date of such termination, provided such effective date shall not be sooner than the dates provided in Section 4(e)(ii).

(ii) Date of Termination. The term "Date of Termination" shall mean (i) if Executive's employment is terminated by his death, the date of his death, (ii) if Executive's employment is terminated by the Company for any reason, the date on which Notice of Termination is given or, if later, the effective date of termination specified in such Notice of Termination, (iii) if Executive's employment is terminated due to Executive's Disability, the date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given, and (iv) if Executive's employment is terminated by Executive for any reason, the date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given.

(f) Payments Upon Certain Terminations.

(i) Termination by the Company Without Cause or by Executive for Good Reason. In the event Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason at any time during the Employment Period, Executive (or, following his death, to Executive's estate) shall be entitled to (i) his Base Salary through the Date of Termination, to the extent not yet paid and (ii) his Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, to the extent not yet paid, in each case, to be paid in cash within thirty (30) days after the Date of Termination. In addition, in the event Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason, in either case, prior to the end of the employment term specified in Section 1 hereof, subject to the effectiveness of Executive's execution of a general release and waiver of all claims against the Company, its Affiliates and their r espective officers and directors in a form reasonably satisfactory to the Company and subject to Executive's compliance with the terms and conditions contained in this Agreement, Executive (or, following his death, Executive's estate) shall be entitled to the continuation of Executive's Base Salary for the one-year period beginning on the Date of Termination (the "Severance Period").

(ii) Termination Due to Executive's Death or Disability, by the Company for Cause, or by Executive without Good Reason. If Executive's employment shall terminate upon his death or Disability, by the Company for Cause, or by Executive without Good Reason, the Company shall pay to Executive (or, in the event of Executive's death, to his estate), his Base Salary through the Date of Termination, to the extent not yet paid, within thirty (30) days following the Date of Termination, and solely in the event that Executive's employment is terminated due to his death or Disability, the Company shall pay to Executive (or, in the event of Executive's death, to his estate), Executive's Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, to the extent not yet paid.

(iii) Except as specifically set forth in this Section 4(f), Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation or severance compensation or benefits (and the provisions of this Section 4(f) shall supersede the provisions of any such plan, policy, program or practice, including without limitation the Company's Severance Plan for Senior Officers), except as may be required with respect to any vested benefits under any tax-qualified plan maintained or contributed to by the Company or Section 4980B of the Code. For avoidance of doubt, upon any termination of Executive's employment, any outstanding Initial Options or Subsequent Options not yet vested as of the Date of Termination shall expire and be canceled effective as of the Date of Termination; provided, however, that Executive shall be entitled to retain any vested Existing Options, Initial Options, and Subsequent Options in accordance with the applicable option plans and/or agreements.

(g) Resignation upon Termination. Effective as of any Date of Termination under this Section 4 or otherwise, Executive shall automatically and without taking any further actions be deemed to have resigned from all positions then held by him with the Company and all of its Affiliates.

5. Existing Agreement.

The provisions of the existing agreement between Executive and the Company dated June 16, 1995, a copy of which is attached as Exhibit A (the "Existing Confidentiality Agreement"), under the headings "Confidential Information", "Competitive Activity" and "Ideas, Inventions or Discoveries" shall continue in full force and effect and are herein incorporated by reference. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Existing Confidentiality Agreement, the provisions of this Agreement shall control.

6. Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Section 5 and the Existing Confidentiality Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond or any other security) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company may have.

7. Waiver of Rights to Benefits and Payments Under Certain Benefit Plans. In full and final consideration for the benefits and payments provided hereunder, Executive hereby waives all of his rights and entitlements (contingent or otherwise) to any and all benefits and payments (including without limitation all accrued and vested benefits) under the MEMC Electronic Materials, Inc. Supplemental Executive Pension Plan (1998 Restatement), the MEMC Electronic Materials, Inc. Severance Plan for Senior Officers, the MEMC Electronic Materials, Inc. 2001 Annual Incentive Plan and all predecessor and successor plans thereto, unless such successor plan specifically provides benefits to Executive.

8. Entire Agreement. This Agreement, the Existing Confidentiality Agreement and the Stock Option Agreements constitute the entire agreement among the parties hereto with respect to Executive's employment and his right to compensation and benefits, including without limitation severance or termination pay. All prior correspondence and proposals (including, but not limited to, summaries of proposed terms) and all prior promises, representations, understandings, arrangements and agreements relating to such subject matter (including, but not limited to, those made to or with Executive by any other Person and those contained in any prior offer, employment, consulting or similar agreement entered into by Executive and the Company or any predecessor thereto or Affiliate thereof, including without limitation the Company's Severance Plan for Senior Officers) are merged herein and superseded hereby.

9. Miscellaneous.

(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company and its successors and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Executive and his heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except as provided pursuant to this Section 9(a). The Company may effect such an assignment without prior written approval of Executive upon the transfer of all or substantially all of its business and/or assets (by whatever means).

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws.

(c) Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.

(d) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a Person authorized thereby and is agreed to by Executive. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In addition, if any of the provisions of Section 5 or the Existing Confidentiality Agreement is for any reason held by a court to be excessively broad as to duration, geographical scope, activity, subject matter or otherwise then such provision will be construed or judicially modified so as to thereafter be limited or reduced to the extent required to be enforceable in accordance with applicable law; it being understood and agreed that the parties hereto regard such restrictions as reasonable and compatible with their respective rights.

(f) Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(A) If to the Company, to it at:

MEMC Electronic Materials, Inc.
501 Pearl Drive (City of O'Fallon)
P.O. Box 8
St. Peters, Missouri 63376
Attention: General Counsel

(B) if to Executive, to him at his residential address as currently on file with the Company.

Copies of any notices or other communications given under this Agreement shall also be given to:

Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: A. Richard Susko, Esq.

(g) Voluntary Agreement; No Conflicts. Executive hereby represents and warrants to the Company that he is legally free to accept and perform his employment with the Company, that he has no obligation to any other person or entity that would affect or conflict with any of Executive's obligations pursuant to such employment, and that the complete performance of the obligations pursuant to Executive's employment will not violate any order or decree of any governmental or judicial body or contract by which Executive is bound. The Company will not request or require, and Executive agrees not to use, in the course of Executive's employment with the Company, any information obtained in Executive's employment with any previous employer to the extent that such use would violate any contract by which Executive is bound or any decision, law, regulation, order or decree of any governmental or judicial body.

(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A facsimile of a signature shall be deemed to be and have the effect of an original signature.

(i) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(j) Certain Definitions.

"Affiliate": with respect to any Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.

"Control": with respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

"Person": any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity.

"Subsidiary": with respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

IN WITNESS WHEREOF, the Company has duly executed this Agreement by its authorized representatives and Executive has hereunto set his hand, in each case effective as of the date first above written.

MEMC ELECTRONIC MATERIALS, INC.

By:/s/ John Marren
Name: John Marren
Title: Chairman of the Board of Directors

EXECUTIVE:

/s/ James M. Stolze
Name: James M. Stolze

Exhibit A
Existing Confidentiality Agreement

See attachment

EX-10

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 1st day of January, 2002 by and between MEMC Electronic Materials Inc., a Delaware corporation (the "Company"), and Jonathon P. Jansky ("Executive").

WITNESSETH:

WHEREAS, the Company desires to continue to employ Executive as an executive officer of the Company and Executive desires to continue such employment on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:

l. Term; Position and Responsibilities

Unless Executive's employment shall sooner terminate pursuant to Section 4 hereof, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a three-year term commencing on November 13, 2001 (the "Commencement Date") and ending on the day immediately preceding the third anniversary of the Commencement Date. The period during which Executive is employed by the Company pursuant to this Agreement shall be referred to as the "Employment Period." During the Employment Period, Executive shall serve as an executive officer of the Company and shall have such duties and responsibilities as are customarily assigned to individuals serving in such position and such other duties as the Company specifies from time to time. Executive shall comply with all policies and procedures of the Company. Executive shall devote all of his skill, knowledge, commercial efforts and working time to the conscientious and faithful performance of his duties and responsibilities for the Company (except for (i) vacation time as set forth in Section 3(b) hereof and absence for sickness or similar disability and (ii) to the extent that it does not interfere with the performance of Executive's duties hereunder, (A) such reasonable time as may be devoted to the fulfillment of Executive's civic responsibilities, (B) such reasonable time as may be necessary from time to time for personal financial matters and (C) certain other activities with the prior written consent of the Chief Executive Officer of the Company).

2. Compensation.

(a) Base Salary

As compensation for the services to be performed by Executive during the Employment Period, from the Commencement Date through the end of calendar year 2001, the Company shall pay Executive a base salary at an annualized rate of $232,000, payable in installments on the Company's regular payroll dates. Beginning on January 1, 2002, Executive's base salary shall be reduced by twenty percent (20%) until such time as the Company attains certain financial objectives as may be established by the Board of Directors of the Company (the "Board"), from time to time, in its sole discretion. In the event Executive's base salary is restored to the annualized rate specified for calendar year 2001 above, Executive's base salary shall be reviewed from time to time and may be adjusted by the Board, in its sole discretion. Notwithstanding the foregoing, Executive's base salary shall not be decreased except if such decrease is part of a base salary reduction applicable to a broad class of management employees. Th e annual base salary payable to Executive under this Section 2 shall hereinafter be referred to as the "Base Salary".

(b) Annual Bonus.

During the Employment Period, Executive shall have the opportunity to earn an annual bonus (an "Annual Bonus"), with a target bonus of 50% of Executive's Base Salary (the "Target Bonus") and a maximum bonus of 88% of Executive's Base Salary (the "Maximum Annual Bonus"), in respect of each calendar year pursuant to the terms of the Company's Annual Incentive Plan then existing for such calendar year; provided, however, that, except as may be provided in Section 4(f) hereof, the Annual Bonus for any calendar year shall be payable to Executive only if Executive is employed by the Company on the date on which such Annual Bonus is paid. The amount of any Annual Bonus and all other terms and conditions related thereto (including without limitation any performance criteria and the form of payment of such Annual Bonus) shall be determined by the Board, in its sole discretion.

(c) Stock Options.

(i) Initial Grant.

As soon as reasonably practicable after the date of this Agreement, the Company shall cause the Board or a committee thereof to grant to Executive a non-qualified option to purchase 250,000 shares of common stock of the Company, at an exercise price per share equal to fair market value per share as of the date of grant, (the "Initial Performance Option") and an additional non-qualified option to purchase 250,000 shares of common stock of the Company, at an exercise price equal to $1.50 per share (the "Initial Service Option" and together with the Initial Performance Option, referred to herein as the "Initial Options"). A portion of the Initial Options shall be governed by the Company's 1995 Equity Incentive Plan, as it may be amended from time to time (the "1995 Plan"), and shall be evidenced by a separate stock option agreement executed by the Company and Executive (the "1995 Plan Initial Stock Option Agreement") which shall contain terms consistent with this Section 2( c)(i) and other customary terms, and the remaining portion of the Initial Options shall be governed by the stock option agreement executed by the Company and Executive (the "Non-Plan Stock Option Agreement," and together with the 1995 Plan Initial Stock Option Agreement, the "Initial Stock Option Agreement"), which shall contain terms consistent with this Section 2(c)(i) and terms and condition that are substantially similar to the terms and conditions contained in the Company's 2001 Equity Incentive Plan, as it may be amended from time to time (the "2001 Plan"). The Initial Stock Option Agreement shall provide, among other things, for the following:

(A) the Initial Service Option shall become exercisable in four equal annual installments on each of the first, second, third and fourth anniversaries of the Commencement Date, provided that Executive remains continuously employed by the Company through each such date;

(B) Notwithstanding the foregoing, to the extent that the exercise of any portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years and ten months from the applicable grant date.

(C) the Initial Performance Option shall vest on the seventh anniversary of the Commencement Date if Executive is actively employed by the Company on such anniversary; provided, however, that the vesting of the Initial Performance Options, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives that will be established by the Company prior to February 28, 2002, provided Executive is actively employed with the Company on the date of such acceleration;

(D) the Initial Options shall expire on the tenth anniversary of the date of grant, provided that such Initial Options shall be subject to earlier expiration upon termination of employment in accordance with the Initial Stock Option Agreement; and

(E) upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Initial Options that have become vested as of the Date of Termination.

(ii) Existing Options; Subsequent Grant.

(A) Optional Cancellation of Existing Options. The Company intends to permit Executive on or about June 1, 2002, to cancel any and all of his rights to or in his option to purchase 154,800 shares of common stock of the Company granted to him prior to the Commencement Date (the "Existing Option"), such cancellation to be effective as of June 1, 2002. Until Executive elects to cancel his Existing Option (if he elects to do so at all), such Existing Option shall continue to be governed by the terms of the applicable plan and stock option agreement under which the Existing Option was awarded to Executive (collectively, the "Existing Stock Option Agreement").

(B) Subsequent Grant. In the event that Executive elects to cancel his Existing Option as provided in Section 2(c)(ii)(A) above and subject to Executive's continuous employment with the Company, as soon as reasonably practicable following January 1, 2003, the Company shall cause the Board or a committee thereof to grant Executive non-qualified options (the "Subsequent Options") to purchase at least 40,000 shares of common stock of the Company (the "Subsequent Option Shares"). The Subsequent Options granted on or about January 1, 2003 shall have an exercise price per share equal to the "fair market value" (as such term is defined in the 1995 Plan) per share at the date of grant. The Subsequent Options with respect to fifty percent (50%) of such Subsequent Option Shares shall be referred to herein as the "Subsequent Service Option" and the Subsequent Options with respect to the remaining Subsequent Option Shares shall be referred to herein as the "Subsequent Performance Opt ion." The terms and conditions of the Subsequent Options shall be evidenced by a stock option agreement (the "Subsequent Stock Option Agreement" and together with the Initial Stock Option Agreement and the Existing Stock Option Agreement, collectively referred to herein as the "Stock Option Agreements"). The Subsequent Stock Option Agreement shall contain terms consistent with this Section 2(c)(ii)(B) and other customary terms, including the following:

(1) the Subsequent Service Option shall become exercisable in four equal annual installments on each of the first, second, third and fourth anniversaries of the grant date, provided that Executive remains continuously employed by the Company through each such date;

(2) the Subsequent Performance Option shall vest on the seventh anniversary of the grant date if Executive is actively employed with the Company on such anniversary; provided, however, that the vesting of the Subsequent Performance Option, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives established by the Company prior to February 28, 2003, provided Executive is actively employed with the Company on the date of such acceleration;

(3) the Subsequent Options shall expire on the tenth anniversary of the date of grant, provided that such Subsequent Options shall be subject to earlier expiration upon termination of employment in accordance with the Subsequent Stock Option Agreement; and

(4) upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Subsequent Options that are vested as of the Date of Termination.

3. Employee Benefits.

(a)   Participation in Employee Benefit Plans. During the Employment Period, Executive shall be eligible to participate in the employee benefit plans and programs maintained by the Company from time to time and generally available to the senior executives of the Company including to the extent maintained by the Company life, medical, dental, accidental and disability insurance plans and profit sharing, pension, retirement, deferred compensation and savings plans, in accordance with the terms and conditions thereof as in effect from time to time.

(b) Vacation. During the Employment Period, Executive shall be entitled to the same amount of annual vacation that Executive is entitled to on the date of this Agreement on an annualized basis, as may be increased from time to time consistent with the Company's past practices, provided that in no case will there be any carryover accumulation.

4. Termination of Employment.

Executive's employment may be terminated prior to the end of the employment term specified in Section 1 hereof as follows:

(a) Termination Due to Death or Disability. Executive's employment may be terminated by the Company due to Executive's Disability (as defined below). In the event that Executive's employment hereunder terminates due to his death or is terminated by the Company due to Executive's Disability, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement, "Disability" shall mean a physical or mental condition entitling Executive to benefits under the long-term disability policy maintained by the Company, as such policy may be amended from time to time. Executive's employment shall be deemed to have terminated as a result of Disability on the date as of which he is first entitled to receive disability benefits under such policy.

(b) Termination by the Company for Cause. Executive's employment may be terminated by the Company for Cause (as defined below). In the event of a termination of Executive's employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement, "Cause" shall mean (i)  the failure of Executive to make a good faith effort to substantially perform his duties hereunder (other than any such failure due to Executive's Disability) or Executive's insubordination with respect to a specific directive of the Chief Executive Officer of the Company or resolution of the Board; (ii) Executive's dishonesty, gross negligence in the performance of his duties hereunder or engaging in willful misconduct, which in the case of any such gross negligence, has caused or is reasonably expected to result in direct or indirect material injury to the Company or any of its Affiliates (as defin ed below); (iii) breach by Executive of any material provision of this Agreement or of any other written agreement with the Company or any of its Affiliates or material violation of any Company policy applicable to Executive; or (iv) Executive's commission of a crime that constitutes a felony or other crime of moral turpitude or fraud. If, subsequent to Executive's termination of employment hereunder for other than Cause, it is determined in good faith by the Company that Executive's employment could have been terminated for Cause hereunder, Executive's employment shall, at the election of the Company, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

(c) Termination Without Cause. Executive's employment may be terminated by the Company Without Cause (as defined below). In the event of a termination of Executive's employment by the Company Without Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(i). A termination "Without Cause" shall mean a termination of Executive's employment by the Company during the employment term specified in Section 1 hereof other than due to Executive's death, Disability or for Cause.

(d) Termination by Executive. In the event that Executive terminates his employment for Good Reason, Executive shall be entitled to the termination benefits described in Section 4(f)(i). In the event that Executive terminates his employment without Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). A termination of employment by Executive for "Good Reason" shall mean a termination by Executive of his employment with the Company following the occurrence, without Executive's consent, of any of the following events: (i) a material reduction in Executive's total compensation opportunity unless such reduction is part of a reduction applicable to a broad class of management employees or (ii) relocation of Executive's principal work location to more than twenty-five (25) miles from Executive's current principal work location, provided that, (x) within thirty (30) days following the occurrence of any of the events set forth herein, Executive shall have delivered written notice to the Company of his intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to Executive's right to terminate his employment for Good Reason, and the Company shall not have cured such circumstances to the reasonable satisfaction of Executive within thirty (30) days after receipt of such notice and (y) Executive delivers a Notice of Termination to the Company in accordance with Section 4(e) within ten (10) days following the Company's failure to cure such circumstances within the time period specified above. A termination "Without Good Reason" shall mean a termination of Executive's employment by Executive during the employment term specified in Section 1 hereof other than a termination of Executive's employment by Executive for Good Reason in accordance with the foregoing procedures.

(e) Notice of Termination; Date of Termination.

(i)  Notice of Termination. Any termination by the Company pursuant to Section 4(a), 4(b) or 4(c), or by Executive pursuant to Section 4(d), shall be communicated by a Notice of Termination addressed to the other party to this Agreement in accordance with the notice provisions of Section 9(f). A "Notice of Termination" shall mean a notice stating that Executive or the Company, as the case may be, is electing to terminate Executive's employment with the Company and stating the proposed effective date of such termination, provided such effective date shall not be sooner than the dates provided in Section 4(e)(ii).

(ii) Date of Termination. The term "Date of Termination" shall mean (i) if Executive's employment is terminated by his death, the date of his death, (ii) if Executive's employment is terminated by the Company for any reason, the date on which Notice of Termination is given or, if later, the effective date of termination specified in such Notice of Termination, (iii) if Executive's employment is terminated due to Executive's Disability, the date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given, and (iv) if Executive's employment is terminated by Executive for any reason, the date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given.

(f) Payments Upon Certain Terminations.

(i) Termination by the Company Without Cause or by Executive for Good Reason. In the event Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason at any time during the Employment Period, Executive (or, following his death, to Executive's estate) shall be entitled to (i) his Base Salary through the Date of Termination, to the extent not yet paid and (ii) his Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, to the extent not yet paid, in each case, to be paid in cash within thirty (30) days after the Date of Termination. In addition, in the event Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason, in either case, prior to the end of the employment term specified in Section 1 hereof, subject to the effectiveness of Executive's execution of a general release and waiver of all claims against the Company, its Affiliates and their r espective officers and directors in a form reasonably satisfactory to the Company and subject to Executive's compliance with the terms and conditions contained in this Agreement, Executive (or, following his death, Executive's estate) shall be entitled to the continuation of Executive's Base Salary for the one-year period beginning on the Date of Termination (the "Severance Period").

(ii) Termination Due to Executive's Death or Disability, by the Company for Cause, or by Executive without Good Reason. If Executive's employment shall terminate upon his death or Disability, by the Company for Cause, or by Executive without Good Reason, the Company shall pay to Executive (or, in the event of Executive's death, to his estate), his Base Salary through the Date of Termination, to the extent not yet paid, within thirty (30) days following the Date of Termination, and solely in the event that Executive's employment is terminated due to his death or Disability, the Company shall pay to Executive (or, in the event of Executive's death, to his estate), Executive's Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, to the extent not yet paid.

(iii) Except as specifically set forth in this Section 4(f), Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation or severance compensation or benefits (and the provisions of this Section 4(f) shall supersede the provisions of any such plan, policy, program or practice, including without limitation the Company's Severance Plan for Senior Officers), except as may be required with respect to any vested benefits under any tax-qualified plan maintained or contributed to by the Company or Section 4980B of the Code. For avoidance of doubt, upon any termination of Executive's employment, any outstanding Initial Options or Subsequent Options not yet vested as of the Date of Termination shall expire and be canceled effective as of the Date of Termination; provided, however, that Executive shall be entitled to retain any vested Existing Options, Initial Options, and Subsequent Options in accordance with the applicable option plans and/or agreements.

(g) Resignation upon Termination. Effective as of any Date of Termination under this Section 4 or otherwise, Executive shall automatically and without taking any further actions be deemed to have resigned from all positions then held by him with the Company and all of its Affiliates.

5. Existing Agreement.

The provisions of the existing agreement between Executive and the Company dated March 17, 1989, a copy of which is attached as Exhibit A (the "Existing Confidentiality Agreement"), under the headings "Confidential Information", "Competitive Activity" and "Ideas, Inventions or Discoveries" shall continue in full force and effect and are herein incorporated by reference. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Existing Confidentiality Agreement, the provisions of this Agreement shall control.

6. Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction

Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Section 5 and the Existing Confidentiality Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond or any other security) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company may have.

7. Waiver of Rights to Benefits and Payments Under Certain Benefit Plans

. In full and final consideration for the benefits and payments provided hereunder, Executive hereby waives all of his rights and entitlements (contingent or otherwise) to any and all benefits and payments (including without limitation all accrued and vested benefits) under the MEMC Electronic Materials, Inc. Supplemental Executive Pension Plan (1998 Restatement), the MEMC Electronic Materials, Inc. Severance Plan for Senior Officers, the MEMC Electronic Materials, Inc. 2001 Annual Incentive Plan and all predecessor and successor plans thereto, unless such successor plan specifically provides benefits to Executive.

8. Entire Agreement.

This Agreement, the Existing Confidentiality Agreement and the Stock Option Agreements constitute the entire agreement among the parties hereto with respect to Executive's employment and his right to compensation and benefits, including without limitation severance or termination pay. All prior correspondence and proposals (including, but not limited to, summaries of proposed terms) and all prior promises, representations, understandings, arrangements and agreements relating to such subject matter (including, but not limited to, those made to or with Executive by any other Person and those contained in any prior offer, employment, consulting or similar agreement entered into by Executive and the Company or any predecessor thereto or Affiliate thereof, including without limitation the Company's Severance Plan for Senior Officers) are merged herein and superseded hereby.

9. Miscellaneous.

(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company and its successors and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Executive and his heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except as provided pursuant to this Section 9(a). The Company may effect such an assignment without prior written approval of Executive upon the transfer of all or substantially all of its business and/or assets (by whatever means).

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws.

(c) Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.

(d) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a Person authorized thereby and is agreed to by Executive. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In addition, if any of the provisions of Section 5 or the Existing Confidentiality Agreement is for any reason held by a court to be excessively broad as to duration, geographical scope, activity, subject matter or otherwise then such provision will be construed or judicially modified so as to thereafter be limited or reduced to the extent required to be enforceable in accordance with applicable law; it being understood and agreed that the parties hereto regard such restrictions as reasonable and compatible with their respective rights.

(f) Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(A) If to the Company, to it at:

MEMC Electronic Materials, Inc.
501 Pearl Drive (City of O'Fallon)
P.O. Box 8
St. Peters, Missouri 63376
Attention: General Counsel

(B) if to Executive, to him at his residential address as currently on file with the Company.

Copies of any notices or other communications given under this Agreement shall also be given to:

Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: A. Richard Susko, Esq.

(g) Voluntary Agreement; No Conflicts. Executive hereby represents and warrants to the Company that he is legally free to accept and perform his employment with the Company, that he has no obligation to any other person or entity that would affect or conflict with any of Executive's obligations pursuant to such employment, and that the complete performance of the obligations pursuant to Executive's employment will not violate any order or decree of any governmental or judicial body or contract by which Executive is bound. The Company will not request or require, and Executive agrees not to use, in the course of Executive's employment with the Company, any information obtained in Executive's employment with any previous employer to the extent that such use would violate any contract by which Executive is bound or any decision, law, regulation, order or decree of any governmental or judicial body.

(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A facsimile of a signature shall be deemed to be and have the effect of an original signature.

(i) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(j) Certain Definitions.

"Affiliate": with respect to any Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.

"Control": with respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

"Person": any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity.

"Subsidiary": with respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

IN WITNESS WHEREOF, the Company has duly executed this Agreement by its authorized representatives and Executive has hereunto set his hand, in each case effective as of the date first above written.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ John Marren
Name: John Marren
Title: Chairman of the Board of Directors

EXECUTIVE:

/s/ Jonathon P. Jansky
Name: Jonathon P. Jansky

Exhibit A

Existing Confidentiality Agreement
See attachment

EX-10

AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of March 21, 2002 (this "Amendment No. 1") to the Revolving Credit Agreement, dated as of December 21, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower"), the Lenders party thereto, and CITICORP USA, INC., as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (as amended, modified or supplemented from time to time, the "Revolving Credit Agreement").

W I T N E S S E T H:

WHEREAS, pursuant to Section 9.02 of the Revolving Credit Agreement, the Borrower and the Required Lenders wish to amend the Revolving Credit Agreement as set forth herein;

NOW THEREFORE, in consideration of the premises herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.  Definitions. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Revolving Credit Agreement.

2.  Amendments to the Revolving Credit Agreement.

(a) Section 2.02(c) is hereby amended by deleting the last sentence and inserting in lieu thereof the following:

Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of twelve Eurodollar Borrowings outstanding.

(b) The definition of "Fund Guarantors" in Section 1.01 is hereby amended to read in its entirety as follows:

"Fund Guarantors" means, collectively, GEI, GEI Side, TCW, TCW Trust, TPG, and each other Person who from time to time shall become a "Guarantor" under and as defined in the Guaranty.

(c) Section 6.14 is hereby amended by deleting the table therein and inserting in lieu thereof the following:

MONTH	MINIMUM AMOUNT
January 2002	$34.0 million
February 2002	$34.0 million
March 2002	$34.0 million
April 2002	$38.5 million
May 2002	$39.0 million
June 2002	$39.0 million
July 2002	$43.0 million
August 2002	$43.5 million
September 2002	$44.5 million
October 2002	$47.0 million
November 2002	$47.5 million
December 2002	$48.0 million
January 2003	$52.0 million
February 2003	$52.0 million
March 2003	$52.0 million
April 2003	$54.0 million
May 2003	$54.0 million
June 2003	$54.0 million
July 2003	$55.0 million
August 2003	$55.0 million
September 2003	$55.0 million
October 2003	$56.0 million
November 2003	$56.0 million
December 2003	$56.0 million
January 2004	$61.0 million
February 2004	$61.0 million
March 2004	$61.0 million
April 2004	$63.0 million
May 2004	$63.0 million
June 2004	$63.0 million
July 2004	$65.0 million
August 2004	$65.0 million
September 2004	$65.0 million
October 2004	$67.0 million
November 2004	$67.0 million
December 2004	$67.0 million
January 2005	$70.0 million
February 2005	$70.0 million
March 2005	$70.0 million
April 2005	$72.0 million
May 2005	$72.0 million
June 2005	$72.0 million
July 2005	$74.0 million
August 2005	$74.0 million
September 2005	$74.0 million
October 2005	$76.0 million
November 2005	$76.0 million
December 2005	$76.0 million
January 2006	$78.0 million
February 2006	$78.0 million
March 2006	$78.0 million
April 2006	$80.0 million
May 2006	$80.0 million
June 2006	$80.0 million
July 2006	$82.0 million
August 2006	$82.0 million
September 2006	$82.0 million
October 2006	$84.0 million

3. Effective Date. This Amendment No. 1 shall become effective as of the date first written above (the "First Amendment Effective Date").

4. Reference to and Effect on the Revolving Credit Agreement.

(a) On and after the First Amendment Effective Date, each reference in the Revolving Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Revolving Credit Agreement, shall mean and be a reference to the Revolving Credit Agreement as amended by this Amendment No. 1.

(b) Except as specifically amended by this Amendment No. 1, the Revolving Credit Agreement shall remain in full force and effect and is hereby in all respects ratified and confirmed.

(c) The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly provided herein, constitute a waiver or amendment of any provision of, or operate as a waiver or amendment of any right, power or remedy of the Lenders under the Revolving Credit Agreement.

5. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

6. Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

MEMC ELECTRONIC MATERIALS, INC.,
as Borrower

By /s/ Klaus von Horde
Name: Klaus von Horde
Title: Executive Vice President and Chief
Financial Officer

By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasurer

CITICORP USA, INC., as Lender

By /s/ Larry Farley
Name: Larry Farley
Title: Director

CONSENTED TO AND AGREED:

Name of Institution: TPG PARTNERS, III, L.P. By: TPG GenPar III, L.P.
Its General Partner

By: TPG Advisors III, Inc.
Its General Partner


By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

CONSENTED TO AND AGREED:

Name of Institution:	GREEN EQUITY INVESTORS III, L.P. By: GEI Capital III, LLC, as its General Partner By: /s/ John Danhakl Name: John Danhakl Title:
Name of Institution:	GREEN EQUITY INVESTORS SIDE III, L.P. By: GEI Capital III, LLC, as its General Partner By: /s/ John Danhakl Name: John Danhakl Title:

CONSENTED TO AND AGREED:

Name of Institution: TCW/CRESCENT MEZZANINE PARTNERS III, L.P.,
TCW/CRESCENT MEZZANINE TRUST III and
TCW/CRESCENT MEZZANINE III NETHERLANDS, L.P.

By: TCW/Crescent Mezzanine Management III, L.L.C.,
as Its Investment Manager

By: TCW Asset Management Company, as Its Sub- Advisor

By: /s/ Jean-Marc Chapus
Name: Jean-Marc Chapus
Title: Managing Director By: /s/ James C. Shevlet, Jr.
Name: James C. Shevlet, Jr.
Title: Senior Vice President

EX-10

OMNIBUS AMENDMENT AGREEMENT

Omnibus Amendment Agreement, dated January 25 2002, among the entities set forth on the signatures pages hereof (this "Agreement").

W I T N E S S E T H  T H A T:

WHEREAS, as contemplated by Section 6.05 of that certain Guaranty (the "TCW Guaranty") dated as of December 21, 2001 among TCW/Crescent Mezzanine Partners III, L.P. and TCW/Crescent Mezzanine Trust III (collectively, the "Other TCW Entities") and Citicorp, USA Inc., as Administrative Agent (the "Administrative Agent"), TCW/Crescent Mezzanine III Netherlands, L.P. ("Netherlands") may be added to the TCW Guaranty as a joint and several "Guarantor" thereunder;

WHEREAS, Netherlands is willing to be so added to the TCW Guaranty provided that it also becomes a party to the Reimbursement Agreement by and among Green Equity Investors III, L.P., Green Equity Investors Side III, L.P. (collectively "LGP"), Citicorp USA, Inc., as Collateral Agent (the "Collateral Agent"), MEMC Electronic Materials, Inc. ("MEMC"), TPG Partners III, L.P. ("TPG") and the Other TCW Entities (the "Reimbursement Agreement"), the Intercreditor Agreement by and among the Administrative Agent, the Collateral Agent, TPG, the Other TCW Entities and LGP (the "Pari Passu Intercreditor Agreement"), the Intercreditor Agreement by and among TPG, the Other TCW Entities, TPG Wafer Management, L.L.C. and TPG Wafer Partners, L.L.C. (the "Intercreditor Agreement") and the Termination and Funding Agreement by and among MEMC, TPG Wafer Credit Partners LLC, T3 Partners II, L.P., T3 Parallel II, L.P., the Other TCW Entities, LGP, the Administrative Agent and the Collateral Agent (the "Termination Agreement"), e ach dated as of December 21, 2001 (collectively, the "MEMC Documents"); and

WHEREAS, the parties to the MEMC Documents wish to effect the amendments provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending legally to be bound, the parties hereto hereby agree as follows:

1. Netherlands is hereby added to the TCW Guaranty as a joint and several "Guarantor" with the Other TCW Entities. Without limiting the foregoing, Netherlands hereby, jointly and severally with the other TCW Entities, guarantees to the Lenders and the Administrative Agent the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the TCW Percentage of the Guaranteed Obligations (as defined in Section 2.01 of the TCW Guaranty) in the same manner and to the same extent as is provided in the TCW Guaranty. In addition, Netherlands hereby (i) makes the representations and warranties set forth in Section 3.01 of the TCW Guaranty with respect to itself and its obligations under this Agreement, as if each reference in such Section to the TCW Guaranty included reference to this Agreement and (ii) submits to the jurisdiction of the courts, appoints and designates the Process Agent (as defined in the TCW Guaranty) its agent for service of process, and waives jury trial, in each c ase as provided in Sections 6.09 and 6.10 of the TCW Guaranty. Netherlands hereby agrees to deliver within 10 days of the date hereof to the Administrative Agent (i) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Netherlands, the authorization of this Agreement and any other legal matters relating to Netherlands or this Agreement or the transactions contemplated thereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, (ii) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of O'Melveny & Meyers LLP special counsel to Netherlands, and Kramer Levin Naftalis & Frankel, LLC, special counsel to Netherlands, each in form and substance reasonably acceptable to the Administrative Agent and (iii) a complete list, as of the date hereof, of all "Limited Partners" (as such term is defined in the Agreement of Limited Partner ship dated as of December 21, 2001 between TCW/Crescent Mezzanine III, LLC as General Partner and the Limited Partners listed on Schedule I thereto). The Administrative Agent hereby agrees that such information constitutes "Information" (as defined in Section 6.14 of the TCW Guaranty) and agrees to comply with the requirements of said Section 6.14 as to such Information.
   
2. The Reimbursement Agreement is hereby amended pursuant to Section 8.09 thereto to include Netherlands within the definitions of "TCW," "Fund Guarantors" and "TCW Guarantors."
   
3. The Pari Passu Intercreditor Agreement is hereby amended pursuant to Article VI thereto to include Netherlands within the definitions of "Fund Guarantors" and "TCW Percentage" in Schedule I thereto.
   
4. The Intercreditor Agreement is hereby amended pursuant to Section 11 thereto to include Netherlands within the definitions of "TCW" and "TCW Guarantor."
   
5. The Termination Agreement is hereby amended to include Netherlands within the definition of "Fund Guarantor" and as one of the "Lenders" referred to therein (except in Section 4 thereof).
   
6. Each of the MEMC Documents is hereby amended to include Netherlands as a party thereto, as if Netherlands had executed and delivered such documents on December 21, 2001.
   
7. The LGP Guaranty and the TPG Guaranty (as such terms are defined in the Termination Agreement) are hereby amended pursuant to Sections 6.04 thereto to include Netherlands within the definition of "Other Guarantors."
   
8. For the avoidance of doubt, and by reason of Section 2 hereof, MEMC and the Collateral Agent hereby confirm that Netherlands is included within the terms "TCW Guarantor," "Fund Guarantors" and "Secured Parties" in the Amended and Restated Security Agreement, dated as of December 21, 2001, among MEMC, certain subsidiaries of MEMC and the Collateral Agent.
   
9. Except as specifically amended hereby, the MEMC Documents, the LGP Guaranty, the TCW Guaranty and the TPG Guaranty shall remain in full force and effect and nothing herein shall alter, reduce or otherwise modify the obligations of any party under the TCW Guaranty, the LPG Guaranty, the TPG Guaranty and the MEMC Documents.
   
10. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract and shall be effective as of December 21, 2001. Delivery of an executed signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
    
11. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
    
12. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
    

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first written above.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ James M. Stolze
Name: James M. Stolze
Title: Executive Vice President,
Chief Financial Officer

By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasurer

CITICORP USA, INC.,
as Administrative and Collateral Agent

By: /s/ Edward T. Crook
Name: Edward T. Crook
Title: Managing Director and Vice President

TPG PARTNERS III, L.P
By: TPG GenPar III, L.P.
Its General Partner


By: TPG Advisors III, Inc.
Its General Partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

With respect to Section 7 only:

TPG GENPAR III, L.P.
By: TPG Advisor III, Inc.
Its General Partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

TCW/CRESCENT MEZZANINE PARTNERS III, L.P.,
TCW/CRESCENT MEZZANINE TRUST III and
TCW/CRESCENT MEZZANINE III NETHERLANDS, L.P.

By: TCW/Crescent Mezzanine Management III, L.L.C., as its Investment Manager

By: TCW Asset Management Company, as Its Sub-Advisor

By: /s/ Jean-Marc Chapus
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ James C. Shevlet, Jr.
Name: James C. Shevlet, Jr.
Title: Senior Vice President

With respect to Section 1 only:

TCW/CRESCENT MEZZANINE III, LLC
By: TCW Asset Management Company, its Sub-Advisor

By: /s/ Jean-Marc Chapus
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ James C. Shevlet, Jr.
Name: James C. Shevlet, Jr.
Title: Senior Vice President

GREEN EQUITY INVESTORS III, L.P.
By: GEI Capital III, LLC, as its General Partner

By: /s/ John Danhakl
Name: John Danhakl
Title:

GREEN EQUITY INVESTORS SIDE III, L.P.
By: GEI Capital III, LLC, as its General Partner

By: /s/ John Danhakl
Name: John Danhakl
Title:

With respect to Section 7 only:

GEI CAPITAL III, LLC

By: /s/ John Danhakl
Name: John Danhakl
Title:

TPG WAFER MANAGEMENT, LLC

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

TPG WAFER PARTNERS, LLC

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

TPG WAFER CREDIT PARTNERS, LLC

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

T3 PARTNERS II, L.P.
By: T3 GenPar II, L.P.
Its General Partner

By: T3 Advisors II, Inc.
Its General Partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

T3 PARALLEL II, L.P.
By: T3 GenPar II, L.P.
Its General Partner

By: T3 Advisors II, Inc.
Its General Partner

By:Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

EX-10

OMNIBUS AMENDMENT AGREEMENT NO. 2

     Omnibus Amendment Agreement No. 2 dated March 27, 2002 among the entities set forth on the signatures pages hereof (this "Agreement").

W I T N E S S E T H  T H A T:

     WHEREAS, pursuant to Section 6.04 of that certain Guaranty dated as of December 21, 2001 between TPG Partners III, L.P., a Delaware limited partnership ("TPG Partners III"), TPG GenPar III, L.P., a Delaware limited partnership and Citicorp USA, Inc., as administrative agent (the "Administrative Agent"), as amended by the Omnibus Amendment Agreement dated as of January 25, 2002, among the parties thereto (the "TPG Guaranty"), the TPG Guaranty is being amended contemporaneously herewith pursuant to Amendment No. 1 dated March [ ], 2002 among the parties thereto (the "Guaranty Amendment No. 1") so that TPG Parallel III, L.P., TPG Investors III, L.P., FOF Partners III, L.P., FOF Partners III-B, L.P., T3 Partners, L.P., T3 Parallel, L.P., T3 Investors, L.P., T3 Partners II, L.P. and T3 Parallel II, L.P., each a Delaware limited partnership (the "Delaware TPG Guarantors"), TPG Dutch Parallel III, C.V. and T3 Dutch Parallel, C.V., each a command itaire vennootschap (limited partnership) formed under the laws of the Netherlands (together with the Delaware TPG Guarantors, the "New TPG Guarantors"), may be added to the TPG Guaranty as several, but not joint, "Guarantors" thereunder;

     WHEREAS, each of the New TPG Guarantors is willing to be so added to the TPG Guaranty provided that each also becomes a party to the Reimbursement Agreement by and among MEMC Electronic Materials, Inc. ("MEMC"), TCW/Crescent Mezzanine Partners III, L.P., TCW/Crescent Mezzanine Trust III, TCW/Crescent Mezzanine III Netherlands, L.P. (collectively, "TCW"), Green Equity Investors III, L.P., Green Equity Investors Side III (collectively, "LGP"), TPG Partners III and Citicorp USA, Inc., as collateral agent (the "Collateral Agent") (as amended from time to time, the "Reimbursement Agreement"); the Intercreditor Agreement by and among the Administrative Agent, the Collateral Agent, TPG Partners III, TCW and LGP (as amended from time to time, the "Pari Passu Intercreditor Agreement") and the Intercreditor Agreement by and among TPG Partners III, TPG Wafer Management, L.L.C., TPG Wafer Partners, L.L.C., TCW and LGP (as amended from time to tim e, the "Intercreditor Agreement"), each dated as of December 21, 2001 (collectively, the "MEMC Documents"); and

     WHEREAS, the parties to the MEMC Documents wish to effect the amendments provided in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending legally to be bound, the parties hereto hereby agree as follows:

1. The Reimbursement Agreement is hereby amended pursuant to Section 8.09 thereto to include the New TPG Guarantors within the definitions of "Fund Guarantors," "TPG Guarantor" and "TPG Percentage."
2. The Pari Passu Intercreditor Agreement is hereby amended pursuant to Article VI thereto to include the New TPG Guarantors within the definitions of "Fund Guarantors" and "TPG Percentage" in Schedule I thereto.
3. The Intercreditor Agreement is hereby amended pursuant to Section 11 thereto to include the New TPG Guarantors within the definitions of "Fund Guarantors," "TPG" and "TPG Guarantor."
4. For the avoidance of doubt, and by reason of Section 1 hereof, MEMC and the Collateral Agent hereby confirm that the New TPG Guarantors are included within the terms "TPG Guarantor," "Fund Guarantors" and "Secured Parties" in the Amended and Restated Security Agreement dated as of December 21, 2001, among MEMC, certain subsidiaries of MEMC and the Collateral Agent.
5. Except as specifically amended hereby, the MEMC Documents shall remain in full force and effect and nothing herein shall alter, reduce or otherwise modify the obligations of any party under the MEMC Documents.
6. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
7. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
8. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first written above.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ James M. Stolze
Name: James M. Stolze
Title: Executive Vice President,
Chief Financial Officer

By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasurer

CITICORP USA, INC.,
as Administrative and Collateral Agent

By: /s/ Edward T. Crook
Name: Edward T. Crook
Title: Managing Director

TPG PARTNERS III, L.P.

By: TPG GenPar III, L.P., its general partner
By: TPG Advisors III, Inc., its general partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

TPG PARALLEL III, L.P.

By: TPG GenPar III, L.P., its general partner
By: TPG Advisors III, Inc., its general partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

TPG INVESTORS III, L.P.

By: TPG GenPar III, L.P., its general partner
By: TPG Advisors III, Inc., its general partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

FOF PARTNERS III, L.P.

By: TPG GenPar III, L.P., its general partner
By: TPG Advisors III, Inc., its general partner

By: /s/ Richad A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

FOF PARTNERS III-B, L.P.

By: TPG GenPar III, L.P., its general partner
By: TPG Advisors III, Inc., its general partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

TPG DUTCH PARALLEL III, C.V

By: TPG GenPar Dutch, L.L.C., its general partner
By: TPG GenPar III, L.P., its sole member
By: TPG Advisors III, Inc., its general partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

T3 PARTNERS, L.P.

By: T3 GenPar, L.P., its general partner
By: T3 Advisors, Inc., its general partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

T3 PARALLEL, L.P.

By: T3GenPar, L.P., its general partner
By: T3 Advisors, Inc., its general partner

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President:

TCW/CRESCENT MEZZANINE PARTNERS III, L.P.,
TCW/CRESCENT MEZZANINE TRUST III and
TCW/CRESCENT MEZZANINE III NETHERLANDS, L.P.

By: TCW/Crescent Mezzanine Management III, L.L.C., as its
Investment Manager

By: TCW Asset Management Company, as
Its Sub-Advisor

By: /s/ Jean-Marc Chapus
Name: Jean Marc Chapus
Title: Managing Director


By: /s/ James C. Shevlet, Jr.
Name: James C. Shevlet, Jr.
Title: Senior Vice President

GREEN EQUITY INVESTORS III, L.P

By: GEI Capital III, LLC, as its General Partner

By: /s/ John Danhakl
Name: John Danhakl
Title:

GREEN EQUITY INVESTORS SIDE III, L.P.

By: GEI Capital III, LLC, as its General Partner

By: /s/ John Danhakl
Name: John Danhakl
Title:

With respect to Section 4 only:

GEI CAPITAL III, LLC

By: /s/ John Danhakl
Name: John Danhakl
Title:

TPG WAFER MANAGEMENT, L.L.C.

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

TPG WAFER PARTNERS, L.L.C.

By: /s/ Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President