AMENDED AND RESTATED
EMPLOYMENT AGREEMENT dated as of May 1, 1995 and amended and restated as of May 21, 1996 (the
"Agreement"), between MEMC ELECTRONIC MATERIALS, INC. of St. Peters, Missouri, a Delaware
corporation ("MEMC"), and Roger D. McDaniel (the "Executive").
WHEREAS, MEMC and the Executive have mutually agreed that the Executive will retire from service as Chief
Executive Officer of MEMC, and as a member of the Board at certain mutually agreeable dates;
WHEREAS, the Executive and MEMC desire to amend and restate their employment agreement of May 1,
1995 to set forth the arrangements for the Executive's retirement;
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth in this Agreement,
the parties hereto agree as follows:
1. Transition Date.
The Executive shall retire from service as Chief Executive Officer and as an employee of MEMC effective as of
August 1, 1996 or, if later, the appointment of a successor to the Executive as Chief Executive Officer (the
"Transition Date"). The Company shall use its best efforts to promptly identify and appoint such a successor by or
as soon as reasonably practicable following August 1, 1996. The Executive shall continue to serve as member of
the Board until the annual meeting of shareholders of MEMC in 1998, at which time he shall retire from the
Board (it being understood that the Executive shall retire from the Board prior to that date upon request by the
Subject to Sections 4, 5 and 6 below, the term of the Executive's employment as Chief Executive Officer under
this Agreement shall commence on the effective date of the Registration Statement on Form S-1 in connection
with the initial public offering (the "IPO") (hereinafter, the "IPO Date") of securities of MEMC and shall terminate
on the Transition Date (the "Employment Term"). During the Employment Term, the Executive will devote his full
business time to his duties as Chief Executive Officer ("