SEPARATION AGREEMENT AND
GENERAL RELEASE

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

1. Separation from Employment. Mr. Jansky acknowledges that he will separate from employment with MEMC effective as of January 3, 2004 (the "Separation Date"). As of the Separation Date, Mr. Jansky's employment relationship with MEMC will end. In connection with Mr. Jansky's separation, MEMC and Mr. Jansky have agreed to settle all matters relating to Mr. Jansky's employment relationship with MEMC and its termination.

2. Resignation Status of Employee. Mr. Jansky voluntarily terminates and irrevocably resigns from MEMC effective as of the Separation Date, which termination and resignation is hereby accepted by MEMC. Mr. Jansky's MEMC personnel file will reflect his resignation as of the Separation Date. As of the effective date of this Agreement, Mr. Jansky shall automatically and without taking any further actions be deemed to have resigned from all officer and director positions then held by him with MEMC and all of its subsidiaries and joint ventures. Notwithstanding the foregoing, Mr. Jansky will continue as an employee of MEMC until the Separation Date, although his active employment will end on June 23, 2003. He will be on paid leave from June 23, 2003 through the Separation Date (the "Leave of Absence Period").

3. Separation Payments and Benefits. In consideration and recognition of past services rendered and in exchange for Mr. Jansky's promises and obligations herein and as payment in full of the amounts to which Mr. Jansky is entitled from MEMC under any plan of MEMC in which Mr. Jansky is a participant, including without limitation the MEMC 2002 Annual Incentive Plan, any 2003 bonus or incentive compensation plan adopted by MEMC, and/or under any employment agreement with MEMC to which Mr. Jansky is a party, including the Employment Agreement between Mr. Jansky and MEMC entered into as of January 1, 2002, and so long as Mr. Jansky adheres to the promises and agreements set out in this Agreement, MEMC shall provide the following to Mr. Jansky if this Agreement becomes effective:

1. The sum of $123,877.00 in cash, such sum to be made in twelve (12) semi-monthly installments of approximately $10,166.67 (subject to applicable tax withholding) and a final semi-monthly installment of approximately $1,876.96 in accordance with the MEMC salaried payroll cycle beginning with the July 15, 2003 payroll and ending with the January 15, 2004 payroll.

2. Provided Mr. Jansky complies with the terms and conditions of this Agreement through the date of payment, MEMC will pay Mr. Jansky the sum of $51,050.00 in cash (subject to applicable tax withholding) in accordance with the 2002 Annual Incentive Plan, at the same time and in the same manner as such payments are made to other eligible employees. In addition, MEMC agrees to pay Mr. Jansky any amount (subject to applicable tax withholding) due from the Incentive Plan related to Mr. Jansky's performance in first quarter 2003 and second quarter 2003; such payment to be made in the same manner and at the same time as such payments are made to other eligible executives.
    

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