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	June 30, 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 July 31, 2002 was 195,533,327.

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		Six Months Ended
			June 30,		June 30,
			2002	2001	2002	2001
			(Successor)	(Predecessor)	(Successor)	(Predecessor)
Net sales			$174,271	$156,857	$ 310,922	$ 376,691
Cost of goods sold			129,404	173,629	244,388	365,697
	Gross margin		44,867	(16,772)	66,534	10,994
Operating expenses:
	Marketing and administration		17,740	18,615	35,168	37,884
	Research and development		6,452	16,121	13,268	31,213
	Restructuring		4,811	22,292	6,985	22,292
		Operating income (loss)	15,864	(73,800)	11,113	(80,395)
Nonoperating (income) expense:
	Interest expense		5,889	22,054	10,944	45,017
	Interest income		(824)	(2,081)	(2,812)	(3,915)
	Royalty income		(1,037)	(691)	(1,602)	(1,831)
	Other, net		(9,325)	(1,850)	(8,425)	303
		Total nonoperating (income) expense	(5,297)	17,432	(1,895)	39,574
		Income (loss) before income taxes, equity in income of joint ventures and minority interests	21,161	(91,232)	13,008	(119,969)
Income taxes			6,413	269,002	7,867	258,082
		Income (loss) before equity in income of joint ventures and minority interests	14,748	(360,234)	5,141	(378,051)
Equity in income of joint ventures			945	217	663	466
Minority interests			(1,549)	4,695	(1,857)	4,696
		Net income (loss)	$ 14,144 =======	($355,322) =======	$ 3,947 =======	($ 372,889) =======
		Cumulative preferred stock dividends	($ 8,166) =======	N/A	($ 16,093) =======	N/A
		Income (loss) allocable to common stockholders	$ 5,978 =======	($355,322) =======	($ 12,146) =======	($ 372,889) =======
Basic income (loss) per share			$ 0.09 =====	($ 5.10) =====	($ 0.17) =====	($ 5.36) =====
Diluted income (loss) per share			$ 0.07 =====	($ 5.10) =====	($ 0.17) =====	($ 5.36) =====
Weighted average shares used in computing basic income
(loss) per share			69,907,428 =========	69,612,900 ========	69,783,561 ========	69,612,900 ========
Weighted average shares used in computing diluted income
(loss) per share			205,932,933 =========	69,612,900 ========	69,783,561 ========	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)
					June 30,	December 31,
					2002	2001
					(Unaudited)
ASSETS
Current assets:
		Cash and cash equivalents			$ 76,969	$ 75,356
		Short-term investments			34,123	31,803
		Accounts receivable, less allowance for doubtful accounts of $4,632 and $3,341 in 2002 and 2001, respectively			97,046	67,420
		Inventories			77,035	69,947
		Prepaid and other current assets			18,321	19,504
				Total current assets	303,494	264,030
Property, plant and equipment, net of accumulated depreciation of $131,326 and
		$113,075 in 2002 and 2001, respectively			187,760	200,705
Investments in joint ventures					16,244	15,581
Goodwill, net of accumulated amortization of $736 in 2002 and 2001					3,761	3,761
Deferred tax assets, net					29,882	30,059
Other assets					33,051	35,198
			Total assets		$ 574,192 ========	$ 549,334 ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
		Short-term borrowings and current portion of long-term debt			$ 89,168	$ 75,873
		Accounts payable			57,598	52,079
		Accrued liabilities			54,660	49,958
		Customer deposits			17,258	19,370
		Provision for restructuring costs			4,081	10,505
		Income taxes			5,306	1,994
		Deferred income taxes			-	345
		Accrued wages and salaries			16,711	11,575
			Total current liabilities		244,782	221,699
Long-term debt, less current portion					145,015	144,743
Pension and similar liabilities					102,229	100,804
Customer deposits					23,282	25,373
Other liabilities					26,680	25,881
			Total liabilities		541,988	518,500
Minority interests					50,689	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 $280,339 and
	$264,247 at 2002 and 2001, respectively				20,339	4,247
Commitments and contingencies
Stockholders' equity:
	Preferred stock, $.01 par value, 50,000,000 shares authorized, 260,000 issued and outstanding at 2002 and 2001 (see above)				- -	- -
	Common stock, $.01 par value, 200,000,000 shares authorized, 71,452,657 and 70,542,105 issued at 2002 and 2001, respectively				715	705
	Additional paid-in capital				9,407	8,081
	Accumulated deficit				(25,450)	(29,397)
	Accumulated other comprehensive income (loss)				(7,568)	835
	Deferred compensation				(11,208)	-
	Treasury stock, 929,205 in 2002 and 2001				(4,720)	(4,720)
			Total stockholders' equity		(38,824)	(24,496)
			Total liabilities and stockholders' equity		$ 574,192 ========	$ 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)
				Six Months Ended
				June 30,
				2002	2001
				(Successor)	(Predecessor)
Cash flows from operating activities:
	Net income (loss)			$ 3,947	$ (372,889)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization		16,707	100,475
		Minority interests		1,857	(4,696)
		Deferred compensation		4,159	-
		Equity in income of joint ventures		(663)	(466)
		(Gain) loss on sale of property, plant and equipment		(196)	135
		Restructuring		(913)	22,292
		Working capital and other		(17,274)	265,113
			Net cash provided by operating activities	7,624	9,964
Cash flows from investing activities:
	Capital expenditures			(7,146)	(27,126)
	Short-term investments, net			(2,320)	(4,557)
	Proceeds from sale of property, plant and equipment			334	17
			Net cash used in investing activities	(9,132)	(31,666)
Cash flows from financing activities:
	Net short-term borrowings			13,572	24,996
	Proceeds from issuance of common stock			695	-
	Dividend to minority interest			(2,251)	(2,759)
	Principal payments on long-term debt			(17,235)	(1,822)
			Net cash provided by (used in) financing activities	(5,219)	20,415
Effect of exchange rates changes on cash and cash equivalents				8,340	(3,076)
Net increase (decrease) in cash and cash equivalents				1,613	(4,363)
Cash and cash equivalents at beginning of period				75,356	70,540
Cash and cash equivalents at end of period				$ 76,969 =======	$ 66,177 =======

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, 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 six-month period ended June 30, 2002 are not necessarily indicative of the results that m ay be expected for the year ending December 31, 2002. Certain prior period amounts have been reclassified to conform to the current period presentation.

(4) Earnings (loss) per share

For the six-month period ended June 30, 2002 and the three and six month periods ended June 30, 2001, 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 these periods, the preferred stock, the warrants, and the options outstanding were not considered in computing diluted loss per share, as they were antidilutive.

For the three-month period ended June 30, 2002:

	Basic	Diluted
EPS numerator:
Net income allocable to common stockholders	$14,144	$14,144
Cumulative preferred stock dividends	(8,166)	-
Total	$ 5,978 =====	$ 14,144 =====
EPS denominator:
Weighted average shares outstanding	69,907	69,907
Cumulative preferred stock and unpaid dividends	-	122,761
Warrants	-	10,000
Stock options	-	2,756
Average restricted stock	-	509
Total shares (in thousands)	69,907 =====	205,933 =====
Earnings per share	$ .09 =====	$ .07 =====

At June 30, 2002, MEMC had outstanding 8,984,980 options, 16,666,667 warrants, 561,940 shares of unvested restricted common stock, and 260,000 shares of preferred stock convertible into 124,595,240 shares of common stock.

(5) Short-term Investments

Our Korean subsidiary has short-term investments managed by various investment trust companies within Korea at June 30, 2002 and December 31, 2001 of $34,123 and $31,803, respectively.

These investments, which have been stated at their respective fair market values as of June 30, 2002 and December 31, 2001, are considered low risk and highly liquid. The underlying trust companies invest primarily in investment grade Korean company corporate bonds and debentures and to a lesser extent Korean company common stock. Unrealized gains or losses are recognized in the statement of operations as nonoperating income or expense. Unrealized holding gains at June 30, 2002 and December 31, 2001 were $1,256 and $1,953, respectively.

(6) Inventories

Inventories consist of the following:

	June 30,	December 31,
	2002	2001
Raw materials and supplies	$ 26,171	$ 30,882
Goods in process	24,562	22,088
Finished goods	26,302	16,977
	$ 77,035 =======	$ 69,947 =======

(7) Restructuring Costs

During the first half of 2002, we reduced our workforce by approximately 150 employees, including salaried and hourly employees in the U.S., Italy, Korea and Japan. We recorded a restructuring charge of $6,985 related to these workforce reductions.

In the 2002 first half, 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	Dismantling
	Inpairment/	And Related	Personnel
	Write-off	Costs	Costs	Total
Balance, December 31, 2001, as adjusted	$ 490	$ 2,584	$ 3,731	$ 6,805
Reclassification	-	113	(113)	-
Charges taken	-	-	6,985	6,985
Amounts utilized	-	(392)	(9,317)	(9,709)
Balance, June 30, 2002	$ 490 =======	$ 2,305 =======	$ 1,286 =======	$ 4,081 =======

Of the $4,081 restructuring reserve at June 30, 2002, approximately $1,800 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.

(8) Comprehensive Income/(Loss)

Comprehensive income/(loss) for the three months ended June 30, 2002 and 2001 was $4,669 and ($354,769), respectively. Comprehensive loss for the six months ended June 30, 2002 and 2001 was ($4,456) and ($375,129) respectively. MEMC's only adjustment from net loss to comprehensive loss was foreign currency translation adjustments in all periods presented.

(9) Debt

Our unsecured borrowings total approximately $58,329 at June 30, 2002, under approximately $97,000 of short-term loan agreements. In addition, an investor group led by Texas Pacific Group (collectively, "TPG") retained 55 million Euro (approximately $55,000) 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 one dollar as of November 13, 2001. We will accrete this debt instrument up to its face value in less than one year, as the note is due and payable in September 2002, using the effective interest method. At June 30, 2002, the accreted value of this note was approximately $685. 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 prin cipal 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 in discussions with TPG regarding the refinancing of this debt. If we are unable to refinance this loan, we believe we have sufficient available liquidity to repay this loan at maturity. Interest expense related to the accretion of the 55 million Euro Italian subsidiary note will be approximately 54 million Euro for the third quarter of 2002.

We have long-term committed loan agreements of approximately $290,000 at June 30, 2002, of which approximately $175,169 is outstanding. In addition, we have recorded a $50,000 senior subordinated secured note at its fair market value of one 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 June 30, 2002, the accreted value of this note was less than $1.

(10) Income Taxes

For the six months ended June 30, 2002, we recognized income tax expense of $7,867, as compared to an income tax expense of $258,082 for the six months ended June 30, 2001. In the second quarter of 2001, we increased our reserve for deferred tax assets by $267 million. In making this determination, we considered the deterioration in our liquidity at the time, the reduction in the trading price range of our stock at that time, the uncertainty at the time surrounding the terms and structure of the divestiture by E.ON of its interest in MEMC and possible limitations for federal income tax purposes on our ability to use tax loss carryforwards under IRC Section 382.

Income tax expense in the 2002 first half 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 June 30, 2002, our net operating loss carryforwards do not carry any value in our consolidated balance sheet.

(11) 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 June 30, 2002 and have recorded no impairment charges for the six months ended June 30, 2002.

(12) Long-Lived Assets and Long-Lived Assets to be Disposed 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, our Spartanburg facility, at the lower of carrying amount or fair value less cost to sell.

(13) Deferred Compensation

At June 30, 2002, we reported $11,208 in deferred compensation as a separate component of equity. This amount represents the unamortized portion of compensation expense for the various equity incentive programs of the Company. Compensation expense is being recognized in the statement of operations for each of these programs on an accelerated basis over the respective vesting periods of the underlying equity instruments, ranging from 2 to 7 years. For the six months ended June 30, 2002, the Company recognized non-cash compensation expense of $4,159.

(14) Subsequent Event

On July 10, 2002, our stockholders approved the issuance of the preferred stock and warrants, and the common stock underlying those securities, at a special meeting of our stockholders. Thereafter on July 10, 2002, TPG converted 260,000 shares of preferred stock plus cumulative unpaid preferred dividends into approximately 125 million newly issued common shares. The conversion brings our total outstanding shares to approximately 196 million, of which TPG owns approximately 90%. As a result of the conversion, effective July 11, 2002 we will no longer accrue dividends on these preferred shares. Cumulative preferred dividends of $8,166 and $16,093 were recognized in the three and six months ended June 30, 2002, respectively.

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

Net Sales.

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. Our net sales increased by 11% to $174 million in second quarter 2002 from $157 million in second quarter 2001. This increase was primarily caused by a 34% increase in product volumes, partially offset by a significant decline in average selling prices. Product volumes increased across all product diameters. Likewise, average selling prices declined across all product diameters.

For the six months ended June 30, 2002, our net sales decreased by 17% to $311 million from $377 million for the six months ended June 30, 2001. This decrease was primarily caused by a significant decline in average selling prices. The product volumes were relatively stable across all product diameters and average selling price declines were experienced across all product diameters.

Gross Margin.

In the second quarter 2002, our gross margin was $45 million compared to ($17) million in the second quarter 2001. This increase was the result of significant increases in product volumes offset by significant declines in average selling prices, plus the effects of lower depreciation and amortization resulting from pushdown accounting and the benefits realized from headcount reductions and yield and productivity improvements realized over the past year. Our total cost of sales decreased $44 million, or 25%, in the second quarter of 2002 versus the second quarter of 2001. As result of our continued cost reduction and manufacturing improvement programs, cash cost of sales in the 2002 second quarter decreased approximately $10 million or approximately 8% despite the 34% increase in product volumes. Cost of sales was also benefited in the second quarter of 2002 by a decrease in depreciation and amortization of approximately $34 million as a result of pushdown accounting.

In the six months ended June 30, 2002, our gross margin was $67 million compared to $11 million in the six months ended June 30, 2001. While our product volumes remained relatively flat, the increase in gross margin resulted from reductions in depreciation and amortization resulting from pushdown accounting and continued benefits realized from our cost reduction and manufacturing improvement programs, partially offset by significant declines in average selling prices. Our total cost of sales decreased $122 million, or 33%, compared to the first half of 2001. As result of our continued cost reduction and manufacturing improvement programs, cash cost of sales in the first half of 2002 decreased approximately $55 million or approximately 19% while product volumes were relatively stable. Cost of sales was also benefited in the first half of 2002 by a decrease in depreciation and amortization of approximately $67 million as a result of pushdown accounting.

Research and Development.

Our research and development expenses decreased in the 2002 first half to $13 million compared to $31 million in the year ago period. The decreased expense resulted from continued cost controls, reductions in depreciation and amortization resulting from pushdown accounting, and transition of our 300 millimeter operations from a pilot line to full-scale production.

Nonoperating Income/Expense.

In the second quarter of 2002, other net nonoperating income increased to $9 million from $2 million in the second quarter of 2001. This increase was primarily the result of currency gains in the second quarter of 2002 totaling approximately $10 million on long-term instruments. The currency gains resulted from the significant weakening of the US Dollar against the Japanese Yen in the second quarter of 2002.

Interest Expense.

In first half of 2002, our interest expense decreased to $11 million from $45 million for the six months ended June 30, 2001. Effective November 13, 2001, MEMC and an investor group led by Texas Pacific Group ("TPG") restructured MEMC's debt acquired by TPG from E.ON, resulting in a substantial decrease in our outstanding debt. As of June 30, 2002, the book value of our debt outstanding totaled $234 million, compared to $1,073 million at June 30, 2001.

In connection with the debt restructuring, TPG retained 55 million Euro 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, as the note is due and payable in September 2002, using the effective interest rate method. Interest expense related to the accretion of the 55 million Euro Italian subsidiary note was approximately $1 million in the second quarter of 2002. 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 kind) and secured by substantially all the assets of our Italian subsidiary. The parties hav e been unable to restructure the Italian note on the original terms contemplated in the restructuring agreement. We are currently in discussions with TPG regarding the refinancing of this debt. If we are unable to refinance this loan, we believe we have sufficient available liquidity to repay this loan at maturity. Interest expense related to the accretion of the Italian note will approximate 54 million Euro for the third quarter of 2002.

Income Taxes.

For the six months ended June 30, 2002, we recognized income tax expense of $8 million, as compared to an income tax expense of $258 million for the first six months of 2001. In the second quarter of 2001, we increased our reserve for deferred tax assets by $267 million. In making this determination, we considered the deterioration in our liquidity at the time, the reduction in the trading price range of our stock at that time, the uncertainty at the time surrounding the terms and structure of the divestiture by E.ON of its interest in MEMC and possible limitations for federal income tax purposes on our ability to use tax loss carryforwards under IRC Section 382.

Income tax expense in the 2002 first half 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 June 30, 2002, our net operating loss carryforwards do not carry any value in our consolidated balance sheet.

Outlook.

Looking forward, we expect revenue in the 2002 third quarter to grow between 5% and 10% over second quarter 2002 revenues. We expect our incremental gross margin, defined as the change in gross margin as a percentage of the change in sales, in the 2002 third quarter to be around the 50% mark. For the fourth quarter of 2002, our backlog, including actual and indicative orders, is currently higher than the 2002 third quarter backlog was at this same point last quarter. Based on the market uncertainty expressed by our customers at this industry inflection point, however, we are reserving specific guidance regarding our 2002 fourth quarter revenue growth.

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 June 30, 2002, we had $111 million of cash and cash equivalents and short-term investments compared to $107 million at December 31, 2001. Our consolidated subsidiary, MEMC Korea Company ("MKC") had cash and cash equivalents and short-term investments at June 30, 2002 and December 31, 2001 of approximately $94 million and $73 million, respectively. 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 provided by operating activities were $8 million for the six months ended June 30, 2002, compared to cash provided by operating activities of $10 million for the six months ended June 30, 2001. First half 2002 operating cash flows were reduced, relative to the first half 2001, by deploying working capital to support the Company's growth.

Accounts receivable of $97 million at June 30, 2002 increased $30 million, or 44%, from $67 million at December 31, 2001. This increase was primarily attributable to the 45% increase in net sales during second quarter 2002 compared to the fourth quarter of 2001. Days' sales outstanding were 51 days at June 30, 2002 and December 31, 2001 based upon annualized sales for the respective immediately preceding quarters.

Our inventories increased $7 million, or 10%, from December 31, 2001 to $77 million at June 30, 2002. Total related inventory reserves for obsolescence, lower of cost or market issues, or other impairments were $17 million at both June 30, 2002, and December 31, 2001. Quarter-end inventories as a percentage of annualized quarterly net sales decreased to 11% for the period ended June 30, 2002 compared to 15% for the period ended December 31, 2001.

Our net deferred tax assets remained flat at $30 million as of June 30, 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 June 30, 2002.

Our cash used in investing activities decreased $23 million to $9 million in the six months ended June 30, 2002 compared to $32 million in the six months ended June 30, 2001, primarily as a result of decreased capital expenditures. Our capital expenditures in the first six months of 2002 primarily related to maintenance capital. We expect to tightly control capital expenditures in the remainder of 2002 and as a result we expect full year 2002 capital expenditures to be less than 2001. At June 30, 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 ($5) million in the six months ended June 30, 2002 from $20 million in the six months ended June 30, 2001. The net decrease in borrowings was primarily attributable to improved operating results in 2002 over 2001 and to payments of principal on debt that became due during the six months ended June 30, 2002.

Our unsecured borrowings total approximately $58,329 at June 30, 2002, under approximately $97,000 of short-term loan agreements. In addition, TPG retained 55 million Euro (approximately $55,000) 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 one dollar as of November 13, 2001. We will accrete this debt instrument up to its face value in less than one year, as the note is due and payable in September 2002, using the effective interest method. At June 30, 2002, the accreted value of this note was approximately $685. 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 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 in discussions with TPG regarding the refinancing of this debt. If we are unable to refinance this loan, we believe we have sufficient available liquidity to repay this loan at maturity. Interest expense related to the accretion of the 55 million Euro Italian subsidiary note will be approximately 54 million Euro for the third quarter of 2002.

We have long-term committed loan agreements of approximately $290 million at June 30, 2002, of which approximately $175 million is outstanding. In addition, we have recorded a $50 million senior subordinated secured note at its fair market value of one 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 June 30, 2002, the accreted value of this note was less than one thousand dollars.

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 and UBS AG, guaranteed by TPG. 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 June 30, 2002, we had drawn $35 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 $0 and $8 million in the 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 and the indenture for the senior subordinated secured notes 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:

* 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 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. MEMC received a waiver of this requirement for the dividend received from MKC in the second quarter of 2002.

On July 10, 2002, TPG converted all of our outstanding preferred stock into 125,010,556 shares of our common stock. As a result, effective July 11, 2002, we will no longer accrue dividends on this preferred stock.

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. On July 10, 2002, TPG converted all of the preferred stock and the related accrued but unpaid dividends into approximately 125 million shares of our common stock. TPG now owns approximately 90% of our outstanding common stock. Purchase accounting was applied at November 13, 2002 with the expectation of this conversion taking place.

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, approximately 90% 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 June 30, 2002, 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 2002; interest expense related to the accretion on the 55 million Euro note in the third quarter of 2002; our ability to repay the 55 million Euro note at its maturity; our expectation regarding the utilization of our U.S. net operating loss carryforwards; our expectation of sequential growth in revenue between 5% and 10% in the 2002 third quarter; our expectation that our incremental gross margin in the 2002 third quarter will be around the 50% mark; our expectation that we will generate sufficient taxable income to realize the benefits of net deferred tax assets existing at June 30, 2002; our expectation that 2002 capital expenditures will be less than 2001 and our belief that we have the financial resources needed to meet business requirements for the next twelve months. Suc h 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; customer acceptance of our new products; utilization of manufacturing capacity; our ability to reduce manufacturing costs; inventory levels of our customers; demand for semiconductors generally; changes in the pricing environment; actions by our competitors, customers and suppliers; changes in interest and foreign currency exchange rates; the impact of competitive products and technologies; technological changes; changes in financial market conditions; and other risks described in MEMC's filing with the Securities and Exchange Commission, including MEMC's annual report on Form 10-K, as amended, 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.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, effective prospectively to exit and disposal activities initiated after December 31, 2002.

We do not believe the implementation of Statements No. 144 or 146 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.

At June 30, 2002, the Company's had unhedged Yen exposure of approximately $75 million.

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
	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 (incorporated by reference to Exhibit 4-a(5) of the Company's Form 10-Q for the Quarter ended March 31, 2002)
	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-bb*	MEMC Supplemental Executive Pension Plan 2002 Restatement
	10-ii*	Employment Agreement effective as of March 26, 2002 between the Company and Nabeel Gareeb
	10-ii(1)*	Stock Option Grant Agreement (2002 Service Option)
	10-ii(2)*	Stock Option Grant Agreement (Four Year Vesting)
	10-ii(3)*	Stock Option Grant Agreement (Seven Year Vesting)
	10-ll(2)*	Retirement Agreement effective as of April 30, 2002 between the Company and Klaus von Horde
	10-ll(3)*	Restricted Stock Agreement
	10-ll(4)*	Stock Option Award Agreement ($3.55)
	10-ll(5)*	Stock Option Award Agreement ($1.50)
	10-www(8)	Amendment No. 2, dated June 21, 2002, to the Revolving Credit Agreement, dated as of December 21, 2001, among the Company, the lenders party thereto, and Citicorp USA, Inc.
		*This Exhibit constitutes a management contract, compensatory plan or arrangement.
-------------------------------
(b) Reports on Form 8-K
During the second quarter of 2002, we filed the following current report on Form 8-K:
1. Item 5 and Item 7 Form 8-K filed on June 4, 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.
August 14, 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
	3(ii)	Restated By-laws of the Company
	10-bb	MEMC Supplemental Executive Pension Plan 2002 Restatement
	10-ii	Employment Agreement effective as of March 26, 2002 between the Company and Nabeel Gareeb
	10-ii(1)	Stock Option Grant Agreement (2002 Service Option)
	10-ii(2)	Stock Option Grant Agreement (Four Year Vesting)
	10-ii(3)	Stock Option Grant Agreement (Seven Year Vesting)
	10-ll(2)	Retirement Agreement effective as of April 30, 2002 between the Company and Klaus von Horde
	10-ll(3)	Restricted Stock Agreement
	10-ll(4)	Stock Option Award Agreement ($3.55)
	10-ll(5)	Stock Option Award Agreement ($1.50)
	10-www(8)	Amendment No. 2, dated June 21, 2002, to the Revolving Credit Agreement, dated as of December 21, 2001, among the Company, the lenders party thereto, and Citicorp USA, Inc.

EX-3

BY-LAWS
OF
MEMC ELECTRONIC MATERIALS, INC.

Amended and Restated as of May 1, 2002



ARTICLE I

Offices

Section 1. Offices. The registered office of MEMC Electronic Materials, Inc. (hereinafter called the Corporation) shall be in the State of Delaware. The Corporation may have offices and places of business at such places within and without the State of Delaware as shall be determined by the Board of Directors. The books of the Corporation may be kept outside of the State of Delawareat such place or places as the Board of Directors may from time to time determine.

ARTICLE II

Stockholders

Section 1. Place of Meetings. All meetings of the stockholders shall be held at such place within or without the State of Delaware as is designated by the Board of Directors.

Section 2. Annual Meeting. The Board of Directors shall fix the time and place of the annual meeting of the stockholders for the purpose of electing the directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3. Special Meeting. Special meetings of the stockholders may be called by a majority of the holders of the common stock of the Corporation or by a majority of the Board of Directors or by the Chairman of the Board.

Section 4. Notice of Meetings. Except as is otherwise provided by law, notice of each meeting of stockholders, whether annual or special, shall be given to each stockholder not less than 10 nor more than 60 days prior to the meeting. The notice shall state the date, time and place and, in the case of special meetings, the purpose or purposes of such meeting, and at whose direction the notice is given.

Section 5. Quorum. At all meetings of stockholders, except as otherwise required by statute, the holders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat may adjourn such meeting from time to time in accordance with Section 7 of this Article II of these By-Laws until the number of votes requisite to constitute a quorum shall be present.

Section 6. Voting. When a quorum is present or represented by proxy at any meeting of stockholders, the vote of the holders of a majority of the outstanding shares of stock entitled to vote thereat present in person or by proxy shall decide any question brought before such meeting, unless the question is one upon which an express provision of the General Corporation Law of the State of Delaware or of the Restated Certificate of Incorporation requires a greater vote, in which case such provision shall control.

Each stockholder entitled to vote at any meeting may vote in person or by proxy and shall, unless the Restated Certificate of Incorporation provides otherwise, have one vote for each share of stock registered in his name, but no proxy shall be valid after three years from its date, unless the proxy provides for a longer period.

Section 7. Adjourned Meetings. Any meeting of stockholders may be adjourned to a designated time and place by a vote of a majority in interest of the stockholders present in person or by proxy, even though less than a quorum is so present. No notice of such an adjourned meeting needs to be given, other than by announcement at the meeting, and any business may be transacted which might have been transacted at the meeting as originally called; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

Section 8. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all the outstanding stock entitled to vote thereon. The effective date of the authorization of such action shall be deemed to be the date of the filing of the last such written consent in the minute books of the Corporation, which date shall be noted therein by the Secretary.

Section 9. Advance Notice of Business to Be Transacted at Annual Meetings. To be properly brought before the annual meeting of stockholders, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 9 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 9. In addition to any other applicable requirements, including but not limited to the requirements of Rule 14a-8 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, in order to be timely, notice by the stockholder must be so received not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting is mailed to stockholders or public disclosure of the date of the annual meeting is made, whichever first occurs. The provisions of this Section 9 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) under the Exchange Act.

To be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and record address of such stockholder, (c) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, together with evidence reasonably satisfactory to the Secretary of such beneficial ownership, (d) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (e) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at the annual meeting of stockholders except business brought before such meeting in accordance with the procedures set forth in this Section 9; provided, however, that, once business has been properly brought before such meeting in accordance with such procedures, nothing in this Section 9 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of such meeting determines that business was not properly brought before the meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

ARTICLE III

Directors

Section 1. Management of the Corporation. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The officers of the Corporation shall keep the Board of Directors fully informed about the affairs of the Corporation, and the officers and employees of the Corporation shall provide the Board of Directors with such written or oral reports and information as the Board of Directors may deem advisable.

Section 2. Number and Term of Office. Subject to the rights, if any, of holders of preferred stock of the Corporation, the number of directors shall be determined from time to time by resolution passed by a majority of the Board of Directors of the Corporation, but in no event shall the Board of Directors consist of less than five or more than 15 directors. The number of directors so determined is referred to in these By-Laws as the "total number of directors". The Board of Directors shall, by resolution passed by a majority of the Board of Directors, designate the directors to serve as initial Class I, Class II and Class III directors upon filing of the Restated Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware. Except as provided in Section 5 of this Article III, directors shall be elected by a plurality of the votes cast at annual meetings of stockholders, and each director so elected shall hold office as provided by Article Fifth of the Restated Certificate of Incorporation of the Corporation. Directors need not be stockholders of the Corporation.

Section 3. Nomination of Directors and Advance Notice Thereof. Only persons who are nominated in accordance with the Restated Certificate of Incorporation of the Corporation shall be eligible for election as directors of the Corporation.

Section 4. Resignation. Any director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the Chief Executive Officer (the "CEO"), the President or the Secretary of the Corporation. The acceptance of a resignation shall not be necessary to make it effective.

Section 5. Vacancies. Subject to the rights, if any, of the holders of any series of preferred stock then outstanding, any vacancy on the Board of Directors arising from death, resignation, removal, an increase in the number of directors or any other cause, may be filled either by a majority vote of the remaining directors, although less than a quorum, or by the sole remaining director; provided, however, that if any director then in office determines that any such vacancy on the Board of Directors shall be filled by the stockholders, such vacancy shall be filled by the stockholders in accordance with the Restated Certificate of Incorporation. Any director elected to fill a vacancy shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected.

Section 6. Regular Meetings. The Board of Directors shall hold at least two regular meetings during each calendar year on such dates as may be determined by the Board of Directors. Such regular meetings may be held at such places, either within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the CEO or the President, and shall be called by the CEO, the President or the Secretary, upon the written request of at least two members of the Board of Directors. Each director shall be given 10 days' notice of each such meeting.

Section 8. Fees. Each member of the Board of Directors who is not an employee or affiliate of the Corporation, Texas Pacific Group, Leonard Green and Partners or TCW/Crescent or any of their respective affiliates shall receive from the Corporation an annual fee for serving on the Board of Directors, plus a fee for each meeting of the Board of Directors such director attends and a fee for each meeting of a committee of the Board of Directors such director attends. In addition, the Chairman of the Audit Committee shall receive an annual fee for serving in such capacity. The amount of such fees shall be determined from time to time by a majority of the total number of members of the Board of Directors or a committee thereof having responsibility for director compensation. Notwithstanding the foregoing, all or a portion of the annual fees may be paid in the form of a grant of a non-qualified option to purchase shares of the Corporation's common stock on such terms and conditions as shall be determined from time to time by a majority of the total number of members of the Board of Directors or a committee thereof having responsibility for director compensation. Each director, including those who are not otherwise entitled to compensation for their service as a director, shall receive from the Corporation reimbursement of travel expenses for each meeting of the Board of Directors or any committee thereof such director attends."

Section 9. Quorum. A quorum of directors for the transaction of business shall consist of at least a majority of the total number of directors.

Section 10. Waiver of Notice. Notice of a meeting need not be given to any director who submits a written waiver of such notice, signed by him, whether before or after such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the directors need be specified in any written waiver of notice with respect to such meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends such meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 11. Voting. The act of a majority of the total number of directors shall be the act of the Board of Directors.

Section 12. Meetings via Conference Call. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone call or similar communications equipment hook-up allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 13. Action Without Meeting. Notwithstanding any other provisions of these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if a written consent or consents to the adoption of a resolution authorizing the action is signed by the whole Board of the Corporation or all the members of such committee, as the case may be. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the Board of Directors.

Section 14. Committees. (a) Audit Committee; Compensation Committee; Other Committees. The Board of Directors shall designate an Audit Committee and a Compensation Committee, each consisting of at least two directors and to have such duties and functions as shall be specified in the resolution or resolutions appointing such committees. The Board of Directors, by resolution passed by a majority of the total number of directors, may designate other committees of the Board of Directors, each such committee to consist of two or more directors and to have such duties and functions as shall be provided in such resolution.

(b) Rules of Committees. A majority of all of the members of any committee of the Board of Directors may determine its rules of procedure, determine its action and fix the time and place, whether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide. Each committee shall record minutes of its proceedings and shall submit the same to the Board of Directors. The Board of Directors shall have power to change the members of any such committee and fill vacancies therein and to discharge any such committee, either with or without cause, at any time.

(c) Powers of Committees. The Board of Directors, by resolution passed by a majority of a duly constituted quorum of the Board of Directors, may designate committees of the Board of Directors pursuant to, and which will have the powers as are consistent with, the provisions of Section 141(c)(2) of the Delaware General Corporation Law.

Section 15. The Chairman of the Board and Vice Chairman of the Board. The Chairman of the Board and, if the Board of Directors determines that the Board should have a Vice Chairman, the Vice Chairman of the Board shall be elected annually by the Board of Directors. The Chairman of the Board shall preside at all meetings of the Board of Directors, act as chairman at all meetings of stockholders and shall sign the minutes of the proceedings recorded at such meetings by the Secretary. He shall make reports to the Board of Directors as well as to the stockholders and shall perform all duties incident to his office or properly required of him by the Board of Directors. The Chairman of the Board and the Vice Chairman of the Board shall each perform such further duties and exercise such further powers as may be assigned to him from time to time by the Board of Directors. In the absence of the Chairman of the Board, the Vice Chairman of the Board shall carry out his duties and authorities.

ARTICLE IV

Officers

Section 1. Officers. The officers of the Corporation shall include the Chief Executive Officer, the President, a Treasurer and a Secretary. Each officer of the Corporation shall hold office until his successor shall have been duly chosen and qualified, or until his death, disqualification, resignation or removal. Except for the offices of President and Secretary, any two or more offices may be held by one person. Any vacancy occurring in any office shall be filled by the Board of Directors.

Section 2. Other Officers. The Board of Directors may appoint one or more Vice Presidents, Assistant Treasurers, Assistant Secretaries and such other officers and agents with such powers and duties as it shall deem necessary.

Section 3. The Chief Executive Officer (the "CEO"). The Chief Executive Officer, subject to the direction of the Board of Directors, shall have general management and control of the business and affairs of the Corporation.

Section 4. The President. The President shall be the Chief Operating Officer of the Corporation and, subject to the direction of the CEO and the Board of Directors, shall be responsible for the day-to-day management of the Corporation.

Section 5. The Treasurer. The Treasurer shall have custody of all funds, securities and evidences of indebtedness of the Corporation, shall receive and give receipts and acquittances for monies paid in on account of the Corporation, shall pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation, of whatever nature upon maturity, shall enter regularly in books to be kept by him for that purpose, full and accurate accounts of all monies received and paid out by him on account of the Corporation, and shall perform all other duties incident to the Office of Treasurer and as may be prescribed by the Board of Directors.

Section 6. The Secretary. The Secretary, if he shall be present, shall keep the minutes of all proceedings of directors and stockholders, and shall attend to the giving and serving of all notices to stockholders and directors or other notices required by law or by these By-Laws, shall affix the seal of the Corporation to deeds, contracts and other instruments in writing requiring a seal when duly signed or when so ordered by the Board of Directors, shall have charge of the minute books, certificate books and stock books and such other books and papers as the Board of Directors may direct, and shall perform all other duties incident to the office of Secretary.

Section 7. Removal of Officers. Any officer of the Corporation may be removed from office at any time, with or without cause, by a vote of the majority of the total number of directors.

ARTICLE V

Capital Stock

Section 1. Form and Execution of Certificates. The shares of the Corporation shall be represented by certificates in such form as is required by the General Corporation Law of the State of Delaware and as shall be adopted by the Board of Directors. Certificates shall be numbered and registered in the order issued, shall be signed by the President or a Vice President and by the Secretary or the Treasurer and sealed with the corporate seal or a facsimile thereof.

Section 2. Transfer. Transfer of shares shall be made only upon the books of the Corporation by the registered holder thereof or by attorney, duly authorized, and upon surrender of the certificate or certificates for such shares properly assigned for transfer.

Section 3. Lost or Destroyed Certificates. The holder of any certificate representing shares of stock of the Corporation may notify the Corporation of any loss, theft, or destruction thereof, and the Board of Directors may thereupon, in its discretion (subject to applicable law), cause a new certificate for the same number of shares to be issued to such holder upon satisfactory proof of such loss, theft or destruction, and, if required by the Board of Directors, the deposit of indemnity by way of bond or otherwise, in such form and amount and with such surety or sureties as the Board of Directors may require, to indemnify the Corporation against loss or liability by reason of the issuance of such new certificates.

Section 4. Record Date. The Board of Directors may fix, in advance, a date, not exceeding 60 days nor less than 10 days, as the record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action.

ARTICLE VI

Miscellaneous

Section 1. Dividends and Reserves. The Board of Directors may declare dividends and may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may reduce or eliminate any such reserve. Dividends may be paid in cash, in property, or in shares of stock.

Section 2. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the transfer and registration of certificates for shares of the Corporation.

Section 3. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation and the words "CORPORATE SEAL", and the state of its incorporation.

Section 4. Notice and Waiver of Notice. Whenever under the provisions of these By-Laws any notice is required to be given, such notice, unless otherwise required by law or by these By-Laws, shall be communicated to the person entitled thereto be courier mail or first-class mail, postage prepaid, or by telegraph, telex, cable, facsimile or other recorded form of transmission, and such notice shall be deemed to have been given on the third day after the time of dispatch by courier mail or mailing thereof or at the time of dispatch in the case of notice by any other form of transmission. Any notice required to be given under these By-Laws may be waived in writing by the person entitled thereto, whether before or after the time stated therein.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 6. No petition under title 11 of the United States Code may be filed by the Corporation without a resolution of the Board of Directors authorizing such a filing which has been approved by at least all but one of the directors then in office, including the affirmative vote of at least two directors that are not affiliated or associated with E.ON AG or its affiliates (other than the Corporation and its subsidiaries).

Section 7. No petition under title 11 of the United States Code may be filed by the Corporation during the period commencing on the Closing Date (as such term is defined in the Purchase Agreement dated as of September 30, 2001, by and among TPG Partners III, L.P., T3 Partners, L.P., T3 Partners II, L.P., and TPG Wafer Holdings LLC, on the one hand, and E.ON AG, E.ON International Finance B.V., FIDELIA Corporation, VEBA Zweite Verwaltungsgesellschaft mbH, and E.ON North America, Inc., on the other hand (the "Purchase Agreement")) through and including the date on which at least thirty million dollars has been loaned to the Corporation pursuant to the terms of the Revolving Credit Facility (as such term is defined in the Purchase Agreement) without a resolution of the Board of Directors authorizing such a filing which has been approved by at least all but one of the directors then in office, including a majority of such directors not affiliated or associated with TPG Wafer Holdings LLC, T3 Partners, L.P., T3 Partners II, L.P. or any of their respective affiliates.

ARTICLE VII

Amendments

Section 1. Amendments. The Board of Directors shall have the power, without assent or vote of the stockholders, to make, alter, amend, change, add to or repeal these By-Laws, or any of them, upon a vote of a majority of the total number of directors.

EX-10

MEMC
Supplemental Executive Pension Plan
2002 Restatement

ARTICLE I - HISTORY AND PURPOSE

1.1 History. Effective as of January 1, 1990, MEMC Electronic Materials, Inc. ("MEMC") adopted the MEMC Electronic Materials, Inc. Supplemental Executive Pension Plan (the "Executive Pension Plan"). The Executive Pension Plan was amended effective June 14, 1991 to provide for lump sum distributions of amounts less than $25,000 at the discretion of the Administrator, and was further amended effective January 1, 1994 to provide that benefit accruals occur as of the end of each Plan Year, or on the date of the Participant's retirement or termination of employment if earlier. A Third Amendment, effective December 17, 1993, provided for establishment of a Rabbi Trust for the Executive Pension Plan to fund distributions under certain conditions. The Executive Pension Plan was amended and completely restated in 1994 and 1997. The 1997 Restatement changed the name of the Plan to the MEMC Supplemental Executive Pension Plan. The Plan was further modified by a Special Early Reti rement Supplement effective June 1, 1998 for Covered Employees. MEMC now wishes to further amend and restate the Executive Pension Plan to amend, among other things, the provisions governing forms of payment, and to provide for the cessation of benefit accruals under the Plan.

1.2 Purpose. The Executive Pension Plan is intended to provide certain benefits to participants who are entitled to benefits under the MEMC Pension Plan (the "Pension Plan"). The benefits provided by the Executive Pension Plan to Pension Participants and their Beneficiaries shall be limited to that portion of the benefit under the Pension Plan which would have been payable but for certain limitations placed on such benefit in accordance with the terms of the Pension Plan.

The Executive Pension Plan is structured as two plans. The portion of the Executive Pension Plan that provides benefits based on limitations imposed by Section 415 of the Internal Revenue Code of 1986 (the "Code") is intended to be an "excess benefit plan" as defined by Sections 3(36) and 4(b)(5) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The portion of the Executive Pension Plan that provides benefits based on limitations imposed by Section 401(a)(17) of the Code is intended to be a plan as defined by Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA providing benefits to a select group of management or highly compensated employees.

1.3 Eligible Participants. This Executive Pension Plan shall provide a benefit only to an individual (i) who was an "Employee," as defined in the Pension Plan, on December 31, 2001; (ii) who was a Participant in this Plan on December 31, 2001; and (iii) who did not waive all rights and entitlements to any and all benefits and payments under the Plan in a written Employment Agreement between MEMC Electronic Materials, Inc. and such individual.

1.4 Former Eligible Participants. An individual who was an Eligible Participant under prior Executive Pension Plan provisions and who had an Executive Pension Amount in payment status as of December 31, 2001 shall remain a Participant until such individual's entire Executive Pension Amount has been distributed pursuant to the terms of this Executive Pension Plan.

ARTICLE II - DEFINITIONS

2.1 (a) Unless otherwise expressly qualified by the context of this Executive Pension Plan, the terms used in this Executive Pension Plan shall have the same meaning as those terms in the Pension Plan.

(b) "Eligible Participant" shall mean a Pension Participant described in Section 1.3 for whom benefits under this Executive Pension Plan were accrued as of December 31, 2001.

(c) "Pension Participant" shall mean a Participant in the Pension Plan.

(d) "Pension Plan" shall mean the MEMC Pension Plan.

(e) "Plan Formula" shall mean the formula for computing the monthly amount of the benefit payable under the Pension Plan, as amended from time to time, that is applicable to the Eligible Participant whose benefit under this Executive Pension Plan is being computed.

(f) "Rabbi Trust" shall mean the trust established pursuant to the Trust Agreement for MEMC Electronic Materials, Inc. Supplemental Executive Pension Plan between MEMC Electronic Materials, Inc. and the trustee.

ARTICLE III- RETIREMENT BENEFITS

3.1 Limitations. The Executive Pension Plan provides benefits that would be payable to a Pension Participant under the Pension Plan except for the application of any one or more of the following two limitations:

(a) Benefits not payable under the Pension Plan because of the limitations imposed on the maximum amount of compensation which may be considered in determining the annual benefit of the Pension Participant under Section 401(a)(17) of the Code ("Compensation Limitation"); and

(b) Benefits not payable under the Pension Plan because of the limitations imposed on the annual benefit of the Pension Participant by Section 415 of the Code ("Section 415 Limitation").

3.2 Retirement Benefits. Each Eligible Participant shall be entitled to an annual retirement benefit under this Executive Pension Plan, payable in the form as provided for in Article IV, equal to the excess of:

(a) the annual retirement benefit which would have been payable to a Pension Participant under the Pension Plan without regard to the Compensation Limitation and the Section 415 Limitation, that is attributable to the Participant's Benefit Service and Average Total Earnings as of December 31, 2001; over

(b) the amount of the annual retirement benefit that is in fact payable to such Pension Participant under the Pension Plan, that is attributable to the Participant's Benefit Service as of December 31, 2001.

To the extent they are not inconsistent with this Executive Pension Plan, the provisions of the Pension Plan are incorporated by this reference and made a part hereof.

Notwithstanding the above, in the event any portion of the accrued benefit under the Pension Plan of an Eligible Participant is awarded to an Alternate Payee pursuant to a Qualified Domestic Relations Order, the participant's annual retirement benefit shall be adjusted, as the Plan Administrator shall determine, so that the combined benefit payable to the Eligible Participant and the Alternate Payee from this Plan and the Pension Plan is the amount determined pursuant to subsection 3.2(a) above.

3.3 Offset. Notwithstanding anything to the contrary, the benefit determined in accordance with Section 3.2 of this Executive Pension Plan shall be reduced by that portion of the benefit payable from any nonqualified retirement plan maintained by Monsanto Company or International Business Machines, Inc. computed as if the Eligible Participant had received his retirement benefit under such plan or plans in the form of a Single Life Annuity commencing at his Annuity Starting Date, to the extent that such benefits duplicate the benefit determined in accordance with Section 3.2 of this Executive Pension Plan.

3.4 Executive Pension Amount. The total amount of the benefit determined to be payable to any Eligible Participant in accordance with the terms of this Article III of the Executive Pension Plan shall be known as the "Executive Pension Amount."

ARTICLE IV - PAYMENT OF EXECUTIVE PENSION AMOUNTS

4.1 Form of Payment. Effective January 1, 1998, the normal form of the Executive Pension Amount payable to an Eligible Participant under this Executive Pension Plan shall be a lump sum.

Notwithstanding anything to the contrary in this Section, an Eligible Participant whose lump sum Executive Pension Amount exceeds $25,000 may elect to receive the actuarial equivalent of the Executive Pension Amount that he or his Beneficiary is entitled to receive under this Executive Pension Plan:

(a) In the same annuity form and adjusted by the same factors used to compute the form of benefit in which he elects to receive his retirement income payable under the Pension Plan; or

(b) Effective January 1, 2002, in annual installments over a period not in excess of 3 years.

Such an election shall be made in writing in a form prescribed by the Plan Administrator no later than six (6) months before the payment is to commence in accordance with Section 4.3 of this Executive Pension Plan. A new distribution election shall revoke all prior elections; provided, however, no distribution election shall be valid if such election is filed within six months of the date any amount shall become payable under this Executive Pension Plan. A distribution election shall be void automatically if the Participant does not retire by the end of the eighth month following the month in which the election is made.

The amount of a lump sum payment shall be the actuarial equivalent value of the benefit payable to the Participant determined in accordance with Article III, using the actuarial assumptions described in the definitions of Actuarial Equivalent in the Pension Plan as of the month in which the election to retire is made, or, if a greater lump sum results, the rate in effect on the Eligible Participant's retirement date. Payment of a lump sum hereunder shall be in full and complete satisfaction of all benefits due an Eligible Participant in accordance with the terms of this Executive Pension Plan. Notwithstanding the preceding, the actuarial assumptions as of the month in which the election to retire is made shall be applicable only if such election is made no less than six (6) months and no more than nine (9) months before the Eligible Participant's retirement date.

In the event the Eligible Participant elects an installment or an annuity form of distribution, the Employer shall pay the lump sum present value, calculated as described above, of the Executive Pension Amount into the Rabbi Trust as soon as administratively feasible after the Eligible Participant's retirement date.

4.2 Death Benefits. Each Eligible Participant entitled to an Executive Pension Amount under this Executive Pension Plan who dies before his Annuity Starting Date shall be entitled to a death benefit equal in amount to the additional death benefit to which the Eligible Participant would have been entitled under the Pension Plan if the Executive Pension Amount as determined under Article III was payable under the Pension Plan instead of this Executive Pension Plan.

Payment of any death benefit of an Eligible Participant who dies before his Annuity Starting Date under the Executive Pension Plan shall be made to the persons and in the proportions to which any death benefit under the Pension Plan is or would be payable (disregarding any Qualified Domestic Relations Order). Payment of any death benefit shall be a single payment of the lump sum present value of the death benefit. If an Eligible Participant elects to receive installment payments, as provided in Section 4.1, and dies after his Annuity Starting Date but before all installment payments have been made, or is entitled to a lump sum benefit and dies after his Annuity Starting Date but before payment has been made, the remaining payment(s) shall be made in a lump sum to the Beneficiary or Beneficiaries designated by the Eligible Participant on a form provided by the Administrator and filed with the Administrator prior to the Eligible Participant's death. In the event no designation is made or if no Beneficiary survived the Eligible Participant, payment shall be made to the Eligible Participant's surviving spouse, and if the Eligible Participant leaves no spouse surviving, to the estate of the Participant. If an Eligible Participant elects to receive annuity benefits, as provided in Section 4.1, and dies after his Annuity Starting Date, any further payments shall be determined by the form of benefits elected by the Eligible Participant.

4.3 Time of Payment. Payment of the Executive Pension Amount to an Eligible Participant under this Executive Pension Plan who elects an annuity form of payment shall commence and terminate on the same date or dates on which the retirement income payable to such individual under the Pension Plan commences and terminates. Lump sum payments shall be made as soon as administratively feasible, but in no event later than thirty days, following the Eligible Participant's retirement, or such later date as the Eligible Participant shall specify pursuant to Section 4.4. Annual installment payments shall commence as soon as administratively feasible following the Eligible Participant's retirement, or such later date as the Eligible Participant shall specify on the election form described in Section 4.1, and thereafter shall be made on the anniversaries of such date until the number of installment payments elected have been made.

Payment of any lump sum death benefit of an Eligible Participant shall be made as soon as administratively feasible, but in no event later than six (6) months after the date of the Eligible Participant's death.

Notwithstanding any other provision of this Plan to the contrary, no Executive Pension Amount shall be paid to any Eligible Participant prior to the earliest date on which MEMC's federal income tax deduction for such payment is not precluded by Section 162(m) of the Internal Revenue Code. In the event any payment is delayed solely as a result of the preceding restriction, such payment shall be made as soon as administratively feasible following the first date as of which Section 162(m) of the Internal Revenue Code no longer precludes the deduction by MEMC of such payment. Amounts deferred because of the Section 162(m) deduction limitation shall be increased by simple interest for the period of delay at the annual rate of six percent (6%).

4.4 Deferral of Lump Sum Payment. Notwithstanding anything in Section 4.3 to the contrary, an Eligible Participant who will receive a lump sum payment in accordance with Section 4.1 may elect to defer receipt to a designated future year following retirement; provided that such deferral may not extend beyond the second calendar year following the year of retirement. Such an election shall be made in writing in a form prescribed by the Plan Administrator no later than six (6) months before the Eligible Participant's retirement date. Such an election, once made, shall be irrevocable. A lump sum payment deferred in accordance with the provisions of this Section 4.4 shall be increased by simple interest for the period of deferral at the annual rate of three percent (3%).

ARTICLE V - SOURCES OF PAYMENTS

Benefits payable under this Executive Pension Plan shall be paid by the Employer of each Eligible Participant out of its general assets (except as provided below with respect to a Rabbi Trust). Obligations to pay benefits due Eligible Participants under the Executive Pension Plan shall primarily be the obligation of the Employer. An Eligible Participant shall not have any rights with respect to benefits from the Employer under the Executive Pension Plan other than the unsecured right to receive payments from the Employer. Except for the obligation to fund a Rabbi Trust as set forth in Section 4.1 or by the terms of the Rabbi Trust, an Employer shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligation under this Executive Pension Plan. Any benefit payable in accordance with the terms of this Executive Pension Plan shall not be represented by a note or any evidence of indebtedness other than the promises contained in this Executive Pension Plan.

If any Eligible Participant is entitled to receive a benefit from this Executive Pension Plan, based on his employment with more than one of the Employers (that is, more than one of the business entities that adopt the Pension Plan) then each such Employer shall pay that portion of the Executive Pension Amount that bears the same ratio to the total Executive Pension Amount, as the benefits accrued by such Eligible Participant under the Pension Plan while in the employment of each such Employer bears to the total benefits accrued under the Pension Plan; provided, however, that the portion of an Eligible Participant's benefit payable under this Executive Pension Plan attributable to service with an Employer (or Employers) that is no longer a member of the Controlled Group which includes MEMC Electronic Materials, Inc., as defined in Sections 414(b), (c) and (m) of the Code, at the time such individual terminates employment with all members of such group shall be paid by MEMC Electronic M aterials, Inc. The Sponsor may make a single payment to the Eligible Participant and receive reimbursement from the Employers.

MEMC Electronic Materials, Inc. and any other Employer may establish a Rabbi Trust to accumulate assets to fund the obligations of the Employer pursuant to this Executive Pension Plan. Payment from the Rabbi Trust of amounts due under the terms of this Executive Pension Plan shall satisfy the obligation of the respective Employer(s) to make such payment out of its general assets. In no event shall any Eligible Participant be entitled to receive payment of an amount from the general assets of an Employer that the Eligible Participant received from the Rabbi Trust. No Employer shall be obligated to contribute to the Rabbi Trust except as specifically provided in Section 4.1.

ARTICLE VI - PLAN ADMINISTRATOR

6.1 Plan Administrator. The Executive Pension Plan shall be administered by the same Committee appointed by MEMC Electronic Materials, Inc. to be Plan Administrator of the MEMC Pension Plan. The Plan Administrator so appointed shall have all of the authority, rights and duties to administer the Executive Pension Plan as is assigned to the Committee to administer the Pension Plan; provided, however, that such Committee may adopt such rules as it may deem necessary, desirable and appropriate to administer the Executive Pension Plan. Except as provided in the Rabbi Trust, the decisions of the Committee, including but not limited to interpretations and determinations of amounts due under this Executive Pension Plan, shall be final and binding on all parties.

6.2 Standard of Conduct. The Committee shall perform its duties as the Committee in its sole discretion shall determine is appropriate in light of the reason and purpose for which the Executive Pension Plan is established and maintained. Except as provided in the Rabbi Trust, the interpretation of all plan provisions and the determination of whether a Participant or Beneficiary is entitled to any benefit pursuant to the terms of the Executive Pension Plan, shall be exercised by the Committee in its sole discretion.

Any Employer that adopts and maintains this Executive Pension Plan hereby consents to actions of the Committee made in its sole discretion.

ARTICLE VII - NONALIENATION OF BENEFITS

Except as may be required by the federal income tax withholding provisions of the Code or by the tax laws of any State, the interests of Eligible Participants and their beneficiaries under this Executive Pension Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt by an Eligible Participant, his Beneficiary, or any other person to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. An Employer may cancel and refuse to pay any portion of a benefit which is sold, transferred, alienated, assigned, pledged, anticipated or encumbered.

ARTICLE VIII - AMENDMENT AND TERMINATION

MEMC Electronic Materials, Inc. reserves the right to amend, alter or discontinue this Executive Pension Plan at any time; provided, however, that no such amendment, alteration of discontinuance shall decrease the Accrued Benefit of any Eligible Participant accrued to the date of such amendment, alteration or discontinuance or the right of an Eligible Participant to payment of such amount and that assets of any Rabbi Trust established pursuant to Article V shall not revert to MEMC Electronic Materials, Inc. until all benefit obligations funded by such assets determined separately with respect to each Eligible Participant and his Beneficiary, shall have been fulfilled. Such action to amend, alter or discontinue this Executive Pension Plan may be taken by the MEMC Electronic Materials, Inc. Employee Benefit Committee or such other entity as may be duly authorized by the Board of Directors of the Sponsor.

ARTICLE IX - GENERAL PROVISIONS

9.1 Plan Not a Contract of Employment. This Executive Pension Plan does not constitute a contract of employment, and participation in the Executive Pension Plan will not give any Eligible Participant the right to be retained in the employment of any of the Employers.

9.2 Construction of Terms. Words of gender shall include persons and entities of any gender, the plural shall include the singular, and the singular shall include the plural. Section headings exist for reference purposes only, and shall not be construed as part of the Executive Pension Plan.

9.3 Successors. The provisions of this Executive Pension Plan shall be binding upon the Employers and their successors and assigns and upon every Eligible Participant and his heirs, beneficiaries, estates and legal representatives.

9.4 Official Actions. Any action required to be taken by the Board of Directors of MEMC Electronic Materials, Inc. pursuant to the Executive Pension Plan may be performed by any person or persons, including a committee, to which the Board of Directors of the MEMC Electronic Materials, Inc. delegates the authority to take actions of that kind. Whenever under the terms of this Executive Pension Plan an entity corporation is permitted or required to take some action such action may be taken by an officer of the corporation who has been duly authorized by the Board of Directors of such corporation to take actions of that kind.

9.5 Controlling State Law. To the extent not superseded by the laws of the United States, the laws of the State of Missouri shall be controlling in all matters relating to this Executive Pension Plan.

9.6 Severability. In case any provision of this Executive Pension Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Executive Pension Plan, and the Executive Pension Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth.

9.7 Withholding. The Employer shall withhold from amounts due under this Executive Pension Plan the amount necessary to enable the Employer to remit to the appropriate government entity or entities on behalf of the Eligible Participant as may be required by the federal income tax withholding provisions of the Code, by an applicable state's income tax, or by an applicable city, county or municipality's earnings or income tax act. The Employer may withhold from the compensation of, or collect from, the Eligible Participant any amounts due from an Eligible Participant, the amount necessary to remit on behalf of the Eligible Participant any FICA taxes which may be required with respect to amounts accrued by an Eligible Participant hereunder as determined by the Employer.

The undersigned hereby certifies that the foregoing Plan restatement was duly adopted by MEMC Electronic Materials, Inc. by its Employee Benefit Committee in accordance with the authority delegated to such Committee by the Board of Directors.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ Margaret B. Stonum

Name: Margaret B. Stonum
Title: Director, Employee Relations

EX-10

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 26th day of March, 2002 (the "Effective Date") by and between MEMC Electronic Materials Inc., a Delaware corporation (the "Company"), and Nabeel Gareeb ("Executive").

WITNESSETH:

WHEREAS, the Company desires to employ Executive as an executive officer of the Company and Executive desires to be employed by the Company 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:

1. 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 four-year term commencing on April 8, 2002 (the "Commencement Date") and ending on the day immediately preceding the fourth 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." Effective on or about April 30, 2002 and continuing for the remainder of the Employment Period, Executive shall serve as Chief Executive Officer and President of the Company and shall have such duties and responsibilities as are customarily assigned to individuals serving in such positions and such other duties as the Company specifies from time to time. The Company will also cause the Board of Directors of the Company (the "Board") to nominate Executive f or election to the Board. 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 Board of Directors of the Company (the "Board").

2. Compensation.

Base Salary. As compensation for the services to be performed by Executive during the Employment Period, the Company shall pay Executive a base salary at an annualized rate of $550,000, payable in installments on the Company's regular payroll dates. Executive's base salary shall be reviewed annually by the Board 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. The annual base salary payable to Executive under this Section 2(a) 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") in respect of each calendar year in accordance with this Section 2(b) and 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. In respect of calendar year 2002, Executive will have a target bonus of 70% of Executive's Base Salary and a maximum bonus of 123% of Executive's Base Salary. In respect of calendar year 2003, it is currently anticipated that Executive's will have a target bonus of 80% of Executive's Base Salary and a maximum bonus of 140% of Executive's Base Salary. Any Annual Bonus that becomes payable to Executive shall be payable either in the form of cash, restricted shar es of the Company common stock or any combination thereof; provided, however, that it is currently anticipated that any Annual Bonus that becomes payable to Executive shall be paid in the combination of 50% cash and 50% restricted shares of the common shares of the Company. 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.

Notwithstanding anything to the contrary herein, in respect of the Annual Bonus, if any, earned by Executive in respect of calendar year 2002, the amount of such Annual Bonus that becomes payable to Executive shall equal the excess, if any, of (i) the product of (x) the Annual Bonus for calendar year 2002 as determined by the Board multiplied by (y) a fraction, the numerator of which equals the number of whole months elapsed from the Commencement Date to December 31, 2002, and the denominator of which is 12, over (ii) the Cash Advance (as defined below). In the event that any portion of Executive's Annual Bonus for calendar year 2002 becomes payable in the forms of cash and restricted shares of the Company common stock, the reduction of such Annual Bonus in the amount of the Cash Advance as provided for in the immediately preceding sentence shall first be made against the cash portion of the Annual Bonus and second against the restricted share portion of the Annual Bonus.

(c) Cash Advance. Within thirty (30) days after the Commencement Date, the Company shall provide Executive with a cash advance in the amount of $200,000 (the "Cash Advance"), which such Cash Advance shall reduce Executive's Annual Bonus for calendar year 2002, if any, in the manner set forth in Section 2(b) above; provided, however, that in the event that the Cash Advance is greater than Executive's Annual Bonus for calendar year 2002, Executive shall not be required to repay any portion of the excess of the Cash Advance over such Annual Bonus. Notwithstanding anything to the contrary, if Executive terminates his employment with the Company for any reason prior to the first anniversary of the Commencement Date, then Executive shall repay the entire amount of the Cash Advance to the Company within ten (10) days following such termination of employment.

(d) Stock Options.

(i) Initial Grant. On the Effective Date, the Company shall cause the Board or a committee thereof to grant to Executive (x) a non-qualified option to purchase 650,000 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 "Performance Option"), (y) an additional non-qualified option to purchase 650,000 shares of common stock of the Company, at an exercise price equal to $1.50 per share (the "Service Option"), and (z) an additional non-qualified option to purchase 1,000,000 shares of common stock of the Company, at an exercise price equal to fair market value as of the date of grant (the "Cliff Option" and together with the Service Option and the Performance Option, referred herein as the "Options").The Cliff Option and the Performance Option shall be governed by the Company's 2001 Equity Incentive Plan, as it may be amended from time to time (the "2001 Equity Plan"), subject to th e approval of the 2001 Equity Plan by the shareholders of the Company at the next annual shareholders' meeting, and shall be evidenced by separate stock option agreements executed by the Company and Executive (the "2001 Plan Stock Option Agreements"), and the Service Option shall be governed by the stock option agreement executed by the Company and Executive (the "Non-Plan Stock Option Agreement" and together with the 2001 Plan Stock Option Agreements, the "Stock Option Agreements"), which shall contain terms consistent with this Section 2(d)(i) and terms and condition that are substantially similar to the terms and conditions contained in the 2001 Equity Plan. The Stock Option Agreements shall provide, among other things, for the following:

(A) the 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, except as provided in Section 4(f)(i) hereof, 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 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 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 from the applicable grant date.

(C) except as otherwise provided in Section 4(f)(i) hereof, the 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 Performance Options, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives that were 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 Cliff Option shall vest on the fourth anniversary of the Commencement Date if Executive remains continuously employed by the Company through such anniversary date;

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

(F) the Cliff Option and the Performance Option shall not become exercisable unless and until the 2001 Equity Plan is approved by the shareholders of the Company; and

(G) 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 Options that have become vested as of the Date of Termination.

(ii) Annual Grant. For each calendar year during the Employment Period (other than calendar year 2002), Executive will be eligible to participate in the Company's annual stock option grant program implemented under the 2001 Equity Plan and/or under the Company's 1995 Equity Incentive Plan, as it may be amended from time to time, in accordance with the terms and conditions of such plans; provided, however, that it is currently anticipated that Executive will be eligible to receive a grant of an option to purchase up to 150,000 shares of Company common stock for each of calendar years 2003, 2004, and 2005.

3. Employee Benefits and Perquisites.

(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 is generally available to the senior executives of the Company, 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.

(c) Relocation. Executive shall relocate from California to the St. Peters, Missouri area. Within thirty (30) days after the Commencement Date, the Company shall pay Executive $100,000, which Executive shall use to defray those expenses incurred by Executive in connection with such relocation; provided, however, in no event shall Executive be obligated to return any portion of the $100,000 to the Company if the actual expenses incurred by Executive is less than such amount. In addition, in the event that Executive purchases a residence in the St. Peters, Missouri area at any time during the Employment Period prior to the first anniversary of the Commencement Date, the Company shall pay or reimburse Executive for those reasonable expenses Executive incurs in connection with moving Executive and his home furnishings and personal effects to such residence, including reasonable closing costs (other than mortgage points), in accordance with the Company's relocation policies as may be in effect from time to time.

(d) Accommodations. For up to six-months following the Commencement Date, the Company shall pay or reimburse Executive for the cost of reasonable temporary accommodations, which has been approved in advanced by the Company, for Executive, subject to a maximum of $20,000.

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 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 defined below); (iii) breach by Executive of any material p rovision 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 (as defined below), 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 (as defined below), 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 t he 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 8(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 Cause or Without Cause, 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 two-year period beginning on the Date of Termination (the "Severance Period"). In addition, subject to the execution and effectiveness of the general release and waiver and after the conditions specified in the immediately preceding sentence, in the event that the Company terminates Executive's employment Without Cause prior to the first anniversary of the Commencement Date, Executive shall become immediately vested in 162,500 shares of Company common stock underlying the Service Option and 162,500 shares of Company common stock underlying the Performance Option.

(ii) Termination Due to Executive's Death or Disability, by the Company for Cause, or by Executive Without Good Reason. If, at any time during the Employment Period, Executive's employment is terminated due to Executive's 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), 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, except to the extent provided in Section 4(f)(i), upon any termination of Executive's employment, any outstanding 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 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. Confidentiality Agreement.

The provisions of the confidentiality agreement between Executive and the Company dated as of the date hereof, a copy of which is attached as Exhibit A (the "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 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 hereof and the 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. Entire Agreement. This Agreement, the 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) are merged herein and superseded hereby.

8. 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 8(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 hereof or the 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

/s/ Nabeel Gareeb

Name: Nabeel Gareeb

EX-10

MEMC ELECTRONIC MATERIALS, INC.
STOCK OPTION GRANT AGREEMENT
2002 Service Option
for Nabeel Gareeb

THIS AGREEMENT is made as of the 26th day of March 2002, between MEMC Electronic Materials, Inc. (the "Company") and Nabeel Gareeb (the "Participant").

WHEREAS, the Company wishes to promote the interests of the Company and its shareholders by inducing Participant to accept the position of CEO and President of the Company and providing the Participant with an appropriate incentive to encourage him to continue in the employ of the Company and to improve the growth and profitability 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. The Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the "Option") with respect to 650,000 shares of Common Stock of the Company.

2. Grant Date. The Grant Date of the Option hereby granted is March 26, 2002.

3. Incorporation of Terms of the Plan. This option in NOT granted pursuant to the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan (the "Plan"), or under any other plan. However, solely for purposes of defining the terms used in this Agreement, and specifying the terms, conditions and restrictions of this Agreement, the terms, conditions and restrictions of the Plan are incorporated by reference and made a 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 appointed under the Plan, 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 $1.50.

5. Vesting Date. The Option shall become vested and, subject to paragraph 7 below, shall become exercisable as follows:

The Option shall not become exercisable and will be forfeited if Participant does not become an employee of the Company on or before May 1, 2002. If Participant becomes an employee of the Company on or before May 1, 2002, the Option will become exercisable as follows:

On	The Option will be exercisable for the following percentage of the shares of Common Stock underlying the Option
April 8, 2003	25%
April 8, 2004	50%
April 8, 2005	75%
April 8, 2006	100%

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, one hundred percent (100%) of the Option held by such Participant shall become vested and exercisable immediately as of the effective date of the termination of such Participant's Employment. One hundred percent (100%) of the Option also shall become vested and exercisable immediately upon the death or Disability of the Participant.

In addition, subject to the execution and effectiveness of a general release and waiver of all claims against the Company, its Affiliates and their respective officers and directors in a form reasonably satisfactory to the Company and subject to Participant's compliance with the terms and conditions of any employment or other agreement between Participant and the Company, in the event that the Company terminates Participant's Employment without Cause prior to April 8, 2003, twenty-five percent (25%) of the Option shall become vested and exercisable.

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 the 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 Partic ipant 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 (v) the 10th anniversary of the Grant Date.

7. Deferred Exercise. Notwithstanding any other provision of this Agreement to the contrary, the Option shall not be exercisable prior to March 26, 2011 to the extent MEMC's federal income tax deduction for the excess of the fair market value at the time of exercise of the Common Stock underlying the Option over the exercise price is precluded by Section 162(m) of the Internal Revenue Code.

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. 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: /s/ John Marren

Name: John Marren
Title: Chairman of the Board

/s/ Nabeel Gareeb

Name: Nabeel Gareeb

EX-10

MEMC ELECTRONIC MATERIALS, INC.
2002 STOCK OPTION GRANT AGREEMENT
2001 Equity Incentive Plan
Four Year Vesting
for Nabeel Gareeb

THIS AGREEMENT is made as of the 26th day of March 2002, between MEMC Electronic Materials, Inc. (the "Company") and Nabeel Gareeb (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 shareholders 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 1,000,000 shares of Common Stock of the Company.

2. Grant Date. The Grant Date of the Option hereby granted is March 26, 2002.

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 $4.99.

5. Vesting Date. The Option shall not become exercisable and will be forfeited if Participant does not become an employee of the Company on or before May 1, 2002. If Participant becomes an employee of the Company on or before May 1, 2002, the Option shall become vested and exercisable on the 4^th anniversary of April 8, 2002.

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, one hundred percent (100%) of the Option held by such Participant shall become vested and exercisable immediately as of the effective date of the termination of such Participant's Employment. One hundred percent (100%) of the Option also shall become vested and exercisable immediately upon the death or Disability of the Participant.

Notwithstanding any other provision of this Agreement, in no event shall the Option become exercisable unless and until the Plan is approved by the shareholders of the Company.

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 the 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 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 (v) 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. 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: /s/ John Marren

Name: John Marren
Title: Chairman of the Board

/s/ Nabeel Gareeb

Name: Nabeel Gareeb

EX-10

MEMC ELECTRONIC MATERIALS, INC.
2002 STOCK OPTION GRANT AGREEMENT
2001 Equity Incentive Plan
Seven Year Vesting
for Nabeel Gareeb

THIS AGREEMENT is made as of the 26th day of March 2002, between MEMC Electronic Materials, Inc. (the "Company") and Nabeel Gareeb (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; and

WHEREAS, the Company wishes to promote the interests of the Company and its shareholders by inducing Participant to accept the position of CEO and President of the Company and providing the Participant with an appropriate incentive to encourage him to continue in the employ of the Company and to improve the growth and profitability 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 650,000 shares of Common Stock of the Company.

2. Grant Date. The Grant Date of the Option hereby granted is March 26, 2002.

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 $4.99.

5. Vesting Date. The Option shall not become exercisable and will be forfeited if Participant does not become an employee of the Company on or before May 1, 2002. If Participant becomes an employee of the Company on or before May 1, 2002, 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 April 8, 2002. 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:

If EBITDA for the year stated below meets the goal specified below,	as of April 8 following the end of such year, the Option will become exercisable for the following fraction of the shares of Common Stock underlying the Option
If EBITDA for 2002 is less than $0, but no less than a negative $7.5MM	20%
If EBITDA for 2002 is greater than or equal to $0	40%
If EBITDA for 2003 is at least $85MM, but less than $100MM	20%
If EBITDA for 2003 is at least $100MM	40%
If EBITDA for 2004 is at least $140MM, but less than $170MM	20%
If EBITDA for 2004 is at least $170MM	40%
If EBITDA for 2005 is at least $140MM, but less than $170MM	20%
If EBITDA for 2005 is at least $170MM	40%
If EBITDA for 2006 is at least $140MM, but less than $170MM	20%
If EBITDA for 2006 is at least $170MM	40%
If EBITDA for 2007 is at least $140MM, but less than $170MM	20%
If EBITDA for 2007 is at least $170MM	40%

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, one hundred percent (100%) of the Option held by such Participant shall become vested and exercisable immediately as of the effective date of the termination of such Participant's Employment. One hundred percent (100%) of the Option also shall become vested and exercisable immediately upon the death or Disability of the Participant.

In addition, subject to the execution and effectiveness of a general release and waiver of all claims against the Company, its Affiliates and their respective officers and directors in a form reasonably satisfactory to the Company and subject to Participant's compliance with the terms and conditions of any employment or other agreement between Participant and the Company, in the event that the Company terminates Participant's Employment without Cause prior to April 8, 2003, twenty-five percent (25%) of the Option shall become vested and exercisable.

Notwithstanding any other provision of this Agreement, in no event shall the Option become exercisable unless and until the Plan is approved by the shareholders of the Company.

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 the 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 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 (v) 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. 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: /s/ John Marren

Name: John Marren
Title: Chairman of the Board

/s/ Nabeel Gareeb

Name: Nabeel Gareeb

EX-10

RETIREMENT AGREEMENT

This Retirement Agreement ("Agreement") is made and entered into by and between Klaus von Hörde ("Mr. von Hörde") and MEMC Electronic Materials, Inc. ("MEMC"). In consideration of the following promises, the parties agree as follows:

1. Retirement from Employment. Mr. von Hörde will retire from MEMC effective as of April 30, 2002 (the "Retirement Date"). As of the Retirement Date, Mr. von Hörde's employment relationship with MEMC will end. In connection with Mr. von Hörde's retirement, MEMC and Mr. von Hörde have agreed to settle all matters relating to Mr. von Hörde's employment relationship with MEMC and its termination.

2. Retirement Status of Employee. Mr. von Hörde voluntarily retires and resigns from MEMC effective as of the Retirement Date, which retirement and resignation is hereby accepted by MEMC. Effective as of the Retirement Date, Mr. von Hörde 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 and joint ventures, including his position as a director of MEMC.

3. Retirement Payments and Benefits. In consideration and recognition of past services rendered and in exchange for Mr. von Hörde's promises and obligations herein and as payment in full of the amounts to which Mr. von Hörde is entitled from MEMC under any plan of MEMC in which Mr. von Hörde is a participant, including without limitation the MEMC 2001 Annual Incentive Plan, any 2002 bonus or incentive compensation plan adopted by MEMC, the MEMC Supplemental Executive Pension Plan, and/or under any employment agreement with MEMC to which Mr. von Hörde is a party, including the Employment Agreement between Mr. von Hörde and MEMC effective as of April 1, 1998 (the "April 1, 1998 Employment Agreement") and the Employment Agreement between Mr. von Hörde and MEMC effective as of February 17, 1999 (the "February 17, 1999 Employment Agreement" and, together with the April 1, 1998 Employment Agreement, the "Employment Agreements"), so long as Mr. von H örde submits this Agreement, properly executed, to MEMC on or before May 21, 2002, and adheres to the promises and agreements set out in this Agreement, MEMC shall provide the following to Mr. von Hörde:

(a) The sum of $565,000 in cash (subject to applicable tax withholding), such payment to be made in 24 equal semi-monthly installments in accordance with the MEMC salaried payroll cycle beginning within 15 days after the Retirement Date (such period of time to be referred to as the "Salary Continuation Period"); provided that, upon the written request of Mr. von Hörde, the Salary Continuation Period and the installment payments shall be terminated, and MEMC will pay the balance of the $565,000 to Mr. von Hörde as a lump sum within 30 days of his request, but no earlier than September 1, 2002;

(b) The sum of $342,500 in cash (subject to applicable tax withholding), such payment to be made in a lump sum within 30 days of the end of the Salary Continuation Period;

(c) Mr. von Hörde and any eligible dependents shall continue to be eligible for coverage under MEMC's U.S. medical and dental plans during the Salary Continuation Period, provided that Mr. von Hörde contributes the same amount for such medical and dental coverages as other similarly situated employees (which contributions will be withheld from the payments provided in subparagraph (a) above), and provided that MEMC continues to provide such coverage for active employees;

(d) Grant of options to purchase 100,000 shares of MEMC common stock at an exercise price of $3.55 per share to be awarded as of the Retirement Date pursuant to an option agreement substantially in the form attached hereto as Exhibit 1;

(e) Grant of options to purchase 20,000 shares of MEMC common stock at an exercise price of $1.50 per share to be awarded as of the Retirement Date pursuant to an option agreement substantially in the form attached hereto as Exhibit 2;

(f) The stock options granted pursuant to subparagraphs (d) and (e) shall be fully vested on the Retirement Date, with the right to exercise these options for a period of three years;

(g) Grant of 198,744 restricted shares of MEMC common stock (the "Restricted Stock") effective as of the Retirement Date, such Restricted Stock to be awarded pursuant to a restricted stock agreement substantially in the form attached hereto as Exhibit 3, which restricted stock will vest on the earlier of January 1, 2003 or the first day of the calendar year after which Mr. von Hörde has notified MEMC in writing that he has repatriated to Germany;

(h) The sum of $374,901 in cash as a one-time lump sum payment within 30 days after the end of the Salary Continuation Period, such payment to be paid in full consideration of any and all pension obligations owed by MEMC to Mr. von Hörde;

(i) Payment of Mr. von Hörde's reasonable attorney's fees in connection with the negotiation, preparation and review of this Agreement; and

(j) Payment of Mr. von Hörde's reasonable tax return preparation fees in connection with his 2001 and 2002 individual tax returns such payment not to exceed $3,000 for either the 2001 or 2002 tax return.

Mr. von Hörde agrees that for purposes of all options to purchase shares of MEMC common stock awarded to Mr. von Hörde prior to his Retirement Date, Mr. von Hörde will be deemed to have resigned on the Retirement Date. As such, pursuant to the terms of the stock option agreements under which such options were granted, all such stock options which are not vested as of the Retirement Date will be cancelled as of the Retirement Date and all such stock options which are vested on the Retirement Date will be eligible for exercise for a period of 60 days following the Retirement Date. Notwithstanding the foregoing, if Mr. von Hörde is in possession of material nonpublic information regarding MEMC on the Retirement Date, then the start of the 60-day exercise period shall be delayed until such time as MEMC notifies Mr. von Hörde in writing that Mr. von Hörde is no longer in possession of material non-public information.

The payments and benefits provided herein are made in lieu of any and all payments or benefits that might otherwise be available to Mr. von Hörde arising out of his employment with MEMC, excluding Mr. von Hörde'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. von Hörde acknowledges and agrees that the payments and benefits provided herein are in full settlement of his Employment Agreements with MEMC.

Mr. von Hörde acknowledges and agrees that he will be responsible for any taxes required to be withheld or paid with respect to the stock options and restricted stock awarded to Mr. von Hörde under this paragraph 3.

MEMC and Mr. von Hörde agree that the payments and benefits provided to Mr. von Hörde under this paragraph 3 represent compensation for services provided by Mr. von Hörde in the United States.

4. Mr. von Hörde's Agreement Not to File Suit. In consideration of the payments and benefits set out in paragraph 3 above, Mr. von Hörde 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-referenc ed 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. von Hörde 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. Sections 2000e, et seq., 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, 29 U.S.C. Sections 621, et seq., the Americans with Disabilities Act, 42 U.S.C. Sections 12101, et seq., the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. Sections 201, et seq., the Rehabilitation Act o f 1973, as amended, 29 U.S.C. Sections 701, et seq., the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. Sections 1001, et seq., the Worker Adjustment and Retraining Notification Act ("WARN"), 29 U.S.C. Sections 2101, et seq., the Older Worker Benefit Protection Act ("OWBPA") 29 U.S.C. Sections 621, et seq., or any other relevant federal, state, or local statute or ordinance.

5. Mr. von Hörde's Release of Claims. Mr. von Hörde 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. von Hörde, 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 Mr. von Hörde's separation of employment from MEMC.

6. Mr. von Hörde's Release and Waiver of Other Claims. Except as expressly provided in this Agreement, Mr. von Hörde 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. von Hörde'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. In addition, t his Agreement does not include any release or waiver of any rights Mr. von Hörde has or may have, whether arising under law, contract or otherwise, to be indemnified as an officer or director or former officer or director of MEMC. For a period of five (5) years from the Retirement Date, MEMC agrees to include Mr. von Hörde as an insured party under any officer and director liability insurance policy that MEMC maintains for its other officers and directors; provided, however, Mr. von Hörde acknowledges that (a) MEMC shall be under no obligation to maintain such insurance coverage for its officers and directors and (b) certain "tail" coverage under existing insurance policies does not extend for five (5) years from the Retirement Date.

7.. MEMC's Release of Claims. MEMC hereby releases, remises and forever discharges Mr. von Hörde from any and all claims or other causes of action it may have against Mr. von Hörde 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. von Hörde agrees that he has continuing obligations to MEMC pursuant to the Agreement between himself and MEMC dated April 1, 1998 (the "Confidentiality Agreement'). Any violation of those obligations by Mr. von Hörde constitutes a material breach of this Agreement and subjects Mr. von Hörde 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 April 1, 1998 Confidentiality Agreement.

9. Nondisparagement. Mr. von Hörde 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. von Hörde 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. von Hörde.

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. von Hörde 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; (d) with any taxing authorities; (e) as necessary to enforce this Agreement; or (f) with respect to the factual information contained in paragraphs 1, 2 and 12 hereof and the continuing obligations of Mr. von Hörde under the April 1, 1998 Confidentiality Agreement, provided that said persons to whom disclosure is perm itted 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. Notwithstanding the foregoing, the provisions of this paragraph 11 shall terminate with respect to any information that MEMC is required to disclose in a public filing with the Securities and Exchange Commission.

12. Non-Solicitation. During the period commencing on the effective date of this Agreement and ending on the first anniversary of the Retirement Date, Mr. von Hörde 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. von Hörde 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. von Hörde 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 April 1, 1998 Confidentiality Agreement.

13. Arbitration. Except for the enforcement of any rights to equitable relief pursuant to paragraph 8 or relief under paragraph 8, Mr. von Hörde and MEMC agree that any dispute, controversy or claim (between Mr. von Hörde and MEMC) arising out of, based upon or relating to Mr. von Hörde'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. von Hörde'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 t he American Arbitration Association. Any arbitration herein would be held in St. Louis 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. von Hörde 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. von Hörde's employment relationship with MEMC and its termination. Mr. von Hörde is advised to consult an attorney. Mr. von Hörde 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. von Hörde 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. von Hörde. 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. von Hörde 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. von Hörde. During this seven-day period, Mr. von Hörde may revoke this Agreement by notifying MEMC in writing. Upon expiration of the seven-day period, Mr. von Hörde 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. von Hörde and Mr. von Hörde's heirs and representatives, and to MEMC, its successors and assigns; further, this Agreement and the benefits provided hereunder are not assignable by Mr. von Hörde without MEMC's express written consent.

20. By signing this Agreement, Mr. von Hörde 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 Retirement Agreement.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ John Marren

Name: John Marren
Title: Chairman of the Board

/s/ Klaus R. von Hörde

Name: Klaus R. von Hörde
Date: 4/26/02

MEMC Witness to Mr. von Hörde Signature

/s/ Thomas P. Stiffler

Name: Thomas P. Stiffler
Date: 4/26/02

EX-10

MEMC ELECTRONIC MATERIALS, INC.
RESTRICTED STOCK AGREEMENT

1995 Equity Incentive Plan

THIS AGREEMENT is effective on the Retirement Date as defined in the Retirement Agreement between MEMC Electronic Materials, Inc. (the "Company") and Klaus von Hörde ("Mr. von Hörde").

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 or one of its affiliates and to improve the growth and profitability of the Company;

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and the Retirement Agreement between the Company and Mr. von Hörde, the parties hereto hereby agree as follows:

Grant of Restricted Stock. Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants to Mr. von Hörde 198,744 shares of Common Stock (the "Restricted Stock") as a Restricted Stock Award.

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 MEMC Compensation and Nominating Committee (the "Committee"), shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan. Mr. von Hörde has the right to receive a copy of the Plan upon request.

Terms and Conditions of Restricted Stock. The Restricted Stock shares evidenced hereby are subject to the following terms and conditions:

(a) Lapse of Forfeiture Restrictions (Vesting). All forfeiture restrictions on Restricted Stock shares granted to Mr. von Hörde shall lapse (i.e., the Restricted Stock shall vest) as of the earlier of January 1, 2003 or the first day of the calendar year after which Mr. von Hörde has notified MEMC in writing that he has repatriated to Germany.

All forfeiture restrictions on all Restricted Stock shares granted to Mr. von Hörde shall lapse upon the death of Mr. von Hörde.

The period between the Grant Date and the lapse of all forfeiture restrictions shall hereinafter be referred to as the "Restriction Period."

Limitation on Transfer. Prior to the vesting date of a share of Restricted Stock, such share of Restricted Stock shall not be transferable under any circumstances and no transfer of Mr. von Hörde's rights with respect to such share, whether voluntary or involuntary, by operation of law or otherwise, shall vest in Mr. von Hörde 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 Mr. von Hörde and the transfer shall be of no force or effect.

Shareholder Rights. Mr. von Hörde shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends. Stock dividends issued with respect to shares of Restricted Stock shall be treated as additional shares under this Restricted Stock Agreement and shall be subject to the same restrictions and other terms and conditions that apply to the shares with respect to which such dividends are issued.

Issuance of Certificate. As soon as practicable following the lapse of all forfeiture restrictions with respect to any shares of Restricted Stock shares of Common Stock shall be transferred to Mr. von Hörde in the name of a nominee in an account for Mr. von Hörde, or at the request of Mr. von Hörde, in the form of a certificate.Except for dividends, if any, payable to shareholders generally, Mr. von Hörde has no right to receive any payment in cash from the Company or an Affiliate with respect to Restricted Stock shares, either before or after such shares vest.

The Company may register shares of Restricted Stock with respect to which the Restriction Period shall not have lapsed in the name of a nominee or hold such shares in any custodial arrangement.

Tax Withholding. The Company shall not be obligated to transfer any shares of stock until Mr. von Hörde pays to the Company in cash, or any other form of property, including stock, acceptable to the Company, the amount required to be withheld from the wages of Mr. von Hörde with respect to such shares. The Company also shall withhold from dividends any amount required to be withheld by any governmental entity.

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.

Participant Acknowledgment. By accepting the Restricted Stock shares, Mr. von Hörde hereby acknowledges that this Award is granted in consideration and recognition of past services rendered and in exchange for Mr. von Hörde's promises and obligations in the Retirement Agreement. Mr. von Hörde hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan and this Agreement shall be final and conclusive.

Amendment. This Agreement may be amended by mutual consent of the parties hereto by written agreement.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ Margaret B. Stonum

Name: Margaret B. Stonum
Title: Director, Employee Relations

/s/ Klaus R.von Horde

Name: Klaus R. von Hörde

EX-10

STOCK OPTION AWARD AGREEMENT
2002

1995 Equity Incentive Plan
[Price of $3.55 per share]

THIS AGREEMENT is made and entered into between Klaus von Hörde ("Mr. von Hörde") and MEMC Electronic Materials, Inc. (the "Company") as of the Retirement Date as defined in the Retirement Agreement between Mr. von Hörde and Company.

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 Mr. von Hörde a NON-QUALIFIED STOCK OPTION (the "Option") with respect to 100,000 shares of Common Stock of the Company.

2. Grant Date. The Grant Date of the Option hereby granted is as of the Retirement Date.

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 $3.55.

5. Vesting Date. The Option shall become vested and exercisable as of the Retirement Date.

6. Expiration Date. Subject to the provisions of the Plan, with respect to any Option or any portion thereof which has become exercisable, the Option shall expire three years after the Retirement Date. If during such three year period Mr. von Hörde dies, Mr. von Hörde's legal representative or beneficiary may exercise Mr. von Hörde's Option(s) during the remaining time of the three year period.

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 Mr. von Hörde, the Option shall be exercisable only by Mr. von Hörde. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, Mr. von Hörde 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 Mr. von Hörde, Mr. von Hörde's spouse or Mr. von Hörde's lineal descendants (by blood or adoption), and, if the Committee grants such authorization, Mr. von Hörde 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 Mr. von Hörde under the Plan and this Stock Option Award Agreement and shall be entitled to all the rights of Mr. von Hörde und er 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, Mr. von Hörde 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: /s/ Margaret B. Stonum

Name: Margaret B. Stonum
Title: Director, Employee Relations

/s/ Klaus R.von Horde

Name: Klaus R. von Hörde

EX-10

STOCK OPTION AWARD AGREEMENT
2002

1995 Equity Incentive Plan
[Price of $1.50 per share]

THIS AGREEMENT is made and entered into between Klaus von Hörde ("Mr. von Hörde") and MEMC Electronic Materials, Inc. (the "Company") as of the Retirement Date as defined in the Retirement Agreement between Mr. von Hörde and Company.

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 Mr. von Hörde a NON-QUALIFIED STOCK OPTION (the "Option") with respect to 20,000 shares of Common Stock of the Company.

2. Grant Date. The Grant Date of the Option hereby granted is as of the Retirement Date.

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 $1.50.

5. Vesting Date. The Option shall become vested and exercisable as of the Retirement Date.

6. Expiration Date. Subject to the provisions of the Plan, with respect to any Option or any portion thereof which has become exercisable, the Option shall expire three years after the Retirement Date. If during such three year period Mr. von Hörde dies, Mr. von Hörde's legal representative or beneficiary may exercise Mr. von Hörde's Option(s) during the remaining time of the three year period.

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 Mr. von Hörde, the Option shall be exercisable only by Mr. von Hörde. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, Mr. von Hörde 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 Mr. von Hörde, Mr. von Hörde's spouse or Mr. von Hörde's lineal descendants (by blood or adoption), and, if the Committee grants such authorization, Mr. von Hörde 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 Mr. von Hörde under the Plan and this Stock Option Award Agreement and shall be entitled to all the rights of Mr. von Hörde und er 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, Mr. von Hörde 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: /s/ Margaret B. Stonum

Name: Margaret B. Stonum
Title: Director, Employee Relations

/s/ Klaus R.von Hörde

Name: Klaus R. von Hörde

EX-10

AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 2, dated as of June 21, 2002 (this "Amendment No. 2") 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 and collateral agent, as amended by Amendment No. 1 to the Revolving Credit Agreement, dated as of March 21, 2002, among the parties herein (as so amended and as further 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. Amendment to the Revolving Credit Agreement. Section 2.02(c) is hereby amended to read in its entirety as follows:

"At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000, provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. 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."

3. Effective Date. This Amendment No. 2 shall become effective as of the date first written above (the "Second Amendment Effective Date").
4. Reference to and Effect on the Revolving Credit Agreement.

(a) On and after the Second 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. 2.

(b) Except as specifically amended by this Amendment No. 2, 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. 2 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. 2 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. 2 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/ James M. Stolze
Name: James M. Stolze
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/ Nicolas T. Erni
Name: Nicolas T. Erni
Title: Director/Vice President


UBS STAMFORD BRANCH, as Lender

By: /s/ Wilfred V. Saint
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services U.S.

By: /s/ Anthony N. Joseph
Name: Anthony N. Joseph
Title: Associate Director
Banking Products Services, U.S.

CONSENTED TO AND AGREED:

EACH OF THE SUBSIDIARY LOAN PARTIES

By: /s/ Kenneth L. Young
Name: Kenneth L. Young, in his capacity as
Treasurer for each of the Subsidiary Loan Parties

 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
Name of Institution:	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
Name of Institution:	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

 CONSENTED TO AND AGREED:

Name of Institution:	FOF 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
Name of Institution:	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
Name of Institution:	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

 CONSENTED TO AND AGREED:

Name of Institution:	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
Name of Institution:	T3 PARALLEL, 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
Name of Institution:	T3 INVESTORS, 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

 CONSENTED TO AND AGREED:

Name of Institution:	T3 DUTCH PARALLEL, C.V. By: T3 GenPar Dutch, L.L.C., Its General Partner By: T3 GenPar, L.P., Its Sole Member By: T3 Advisors, Inc., Its General Partner By: /s/ Richard A. Ekleberry Name: Richard A. Ekleberry Title: Vice President
Name of Institution:	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
Name of Institution:	T3 PARALLEL 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

 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: 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: 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/ John C. Rocchio
Name: John C. Rocchio
Title: Managing Director

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