EMPLOYMENT AGREEMENT

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

WITNESSETH:

WHEREAS, the Company desires to continue to employ Executive as its Corporate Vice President, Human Resources and Executive desires to continue such employment on the terms and conditions set forth herein;

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

l. Term; Position and Responsibilities. Unless Executive's employment shall sooner terminate pursuant to Section 4 hereof, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a the period commencing on November 13, 2001 (the "Commencement Date") and ending on December 31, 2003 (the "Normal Expiration Date"). The period during which Executive is employed by the Company pursuant to this Agreement shall be referred to as the "Employment Period." During the Employment Period, Executive shall serve as the Corporate Vice President, Human Resources of the Company or such other executive officer position(s) as the Company may request during the Employment Period 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. Executive shall comply with all policies and procedures of the Co any. 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) and absence for sickness or similar disability and (ii) to the extent that it does not interfere with the performance of Executive's duties hereunder, (A) such reasonable time as may be devoted to the fulfillment of Executive's civic responsibilities, (B) such reasonable time as may be necessary from time to time for personal financial matters, and (C) certain other activities with the prior written consent of the Chief Executive Officer of the Company).

2. Compensation.

(a) Base Salary. As compensation for the services to be performed by Executive during the Employment Period, from the Commencement Date through the end of calendar year 2001, the Company shall pay Executive a base salary at an annualized rate of $210,000 payable in installments on the Company's regular payroll dates. Beginning on January 1, 2002, Executive's base salary shall be reduced by twenty percent (20%) until such time as the Company attains certain financial objectives as may be established by the Board of Directors of the Company (the "Board") from time to time, in its sole discretion. In the event Executive's base salary is restored to the annualized rate specified for calendar year 2001 above, Executive's base salary shall be reviewed from time to time and may be adjusted by the Board, in its sole discretion. Notwithstanding the foregoing, Executive's base salary shall not be decreased except if such decrease is part of a base salary reduction application to a road class of management employees. The annual base salary payable to Executive under this Section 2 shall hereinafter be referred to as the "Base Salary".

(b) Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn an annual bonus (an "Annual Bonus"), with a target bonus of 40% of Executive's Base Salary (the "Target

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Bonus") and a maximum bonus of 70% of Executive's Base Salary (the "Maximum Annual Bonus"), in respect of each calendar year pursuant to the terms of the Company's Annual Incentive Plan then existing for such calendar year; provided, however, that, except as may be provided in Section 4(f) hereof, the Annual Bonus for any calendar year shall be payable to Executive only if Executive is employed by the Company on the date on which such Annual Bonus is paid. Any Annual Bonus that becomes payable to Executive shall be payable either in the form of cash, restricted shares 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 combina on of 50% cash and 50% restricted shares of the common shares of the Company. In the event that any portion of the Annual Bonus for calendar year 2002 becomes payable in the form of restricted shares, Executive shall become 100% vested in such restricted shares no later than the Normal Expiration Date, provided Executive is employed by the Company on such date. In the event that any portion of the Annual Bonus for calendar year 2003 becomes payable in the form of restricted shares, Executive shall become 100% vested in such restricted shares on the date the annual bonuses are generally paid to executive officers, provided that Executive is employed by the Company on the Normal Expiration Date. 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.

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