AGREEMENT AND PLAN OF MERGER





                  This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as

of November 13, 2001, is made by and between TPG Wafer Holdings LLC, a Delaware

limited liability company ("Holdings") and MEMC Electronic Materials, Inc., a

Delaware corporation (the "Company").



                  WHEREAS, Holdings is a limited liability company duly formed,

validly existing and in good standing under the laws of the State of Delaware;



                  WHEREAS, the Company is a corporation duly organized, validly

existing and in good standing under the laws of the State of Delaware;



                  WHEREAS, it has been proposed that Holdings be merged with and

into the Company (the "Merger") on the terms and subject to the conditions of

this Agreement; and



                  WHEREAS, the Board of Directors of the Company and the members

of Holdings have determined that it is advisable and in the best interests of

each of such companies that Holdings merge into the Company under and pursuant

to the laws of Delaware and upon the terms and subject to the conditions

provided in this Agreement and have by resolutions duly adopted, approved this

Agreement and directed that this Agreement and the transactions contemplated

hereby be submitted to a vote of their respective stockholders or members and

executed by their respective officers.



                  NOW, THEREFORE, in consideration of the mutual agreements

contained herein, the parties hereto hereby agree as follows:



                                  I. THE MERGER



                  1.1.  The Merger.



                  (a) Upon the terms and subject to the conditions of this

Agreement, Holdings shall be merged with and into the Company in accordance with

the laws of the State of Delaware, with the Company continuing in existence as

the surviving corporation (the "Surviving Corporation"), and the separate

existence of Holdings shall cease.



                  (b) The Merger shall become effective (the "Effective Time")

when the following actions shall have been completed:



                      (i) this Agreement and the Merger shall have been adopted

         and approved by the stockholders of the Company and the members of

         Holdings in accordance with the relevant provisions of the Delaware

         General Corporation Law (the "DGCL") and the Delaware Limited Liability

         Company Act (the "DLLCA"), as applicable;



                      (ii) all of the conditions precedent to the consummation

         of the Merger specified in this Agreement shall have been satisfied;



                      (iii) the parties hereto shall have filed (the "Filing")

         with the Secretary of State of Delaware a certificate of merger (the

         "Certificate of Merger"), in such form as is required by, and executed

         in accordance with the relevant provisions of, the DGCL and the DLLCA.



                  The parties hereto agree that such Filing shall occur as soon

as practicable after all of the conditions precedent to the consummation of the

Merger specified in this Agreement shall have been satisfied.



                  1.2. Effect of the Merger. At the Effective Time, the effect

of the Merger shall be as provided in the applicable provisions of the DGCL and

the DLLCA. Without limiting the generality of the foregoing, and subject

thereto, at the Effective Time all the property, rights, privileges, powers and

franchises of the Company and Holdings shall vest in the Surviving Corporation,

and all debts, liabilities, obligations, restrictions, disabilities and duties

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