SEPARATION AGREEMENT AND GENERAL RELEASE

SEPARATION AGREEMENT

AND GENERAL RELEASE

This Separation Agreement and General Release (“ Agreement ”) is made and entered into by and between Mignon Cabrera (“ Ms. Cabrera ”) and MEMC Electronic Materials, Inc. (“ MEMC ”). In consideration of the following promises, the parties agree as follows:

(a) As of May 6, 2009, Ms. Cabrera was relieved of the day-to-day activities of her position as Senior Vice President, Human Resources, although she remained employed by MEMC. Ms. Cabrera’s active employment with MEMC will be terminated effective as of June 5, 2009 (the “ Termination Date ”). As of the Termination Date, Ms. Cabrera’s employment relationship with MEMC will end. Except as provided herein, Ms. Cabrera will receive no other wages, payments, or benefits of any kind after the Termination Date.

(b) Ms. Cabrera agrees that between May 6, 2009 and June 5, 2009 (the “ Notice Period ”), and continuing through the Severance Period, as defined in Section 3(c) below, she will, without further compensation other than as set forth in this Agreement, be available to assist MEMC as reasonably requested by MEMC at mutually agreeable time(s) and places(s) regarding activities pertaining to her prior responsibilities with MEMC and do such other things as are reasonably requested by MEMC to provide for an orderly transition of her employment responsibilities. In addition, during the Notice Period and continuing through the Severance Period, Ms. Cabrera agrees to assist MEMC, and if necessary to testify through a deposition or at trial, with respect to matters related to periods during which she was employed by MEMC. MEMC will reimburse Ms. Cabrera for reasonable and necessary out-of- pocket business expenses incurred by her in connection with the services provided under this Paragraph 1(b), including (i) business travel expenses when travel is required and pre-approved by MEMC and (ii) other items agreed to by MEMC in advance of being incurred. Such services shall be provided by Ms. Cabrera in her capacity as an employee of MEMC (or former employee of MEMC) and shall be at such times and of such scope as are reasonably requested by the Chief Executive Officer of MEMC. These services will typically not exceed five hours (5) hours per week. This covenant from Ms. Cabrera is a material part of this Agreement, and without this covenant, MEMC would not enter into this Agreement. The obligations of Ms. Cabrera to provide assistance under this Paragraph 1(b) shall terminate in the event of Ms. Cabrera’s death or incapacity.

(c) As of May 6, 2009, Ms. Cabrera shall automatically and without taking any further actions be deemed to have resigned from all officer and director positions then held by her with MEMC and all of its subsidiaries and joint ventures, if any, and the MEMC Foundation. If requested by MEMC, Ms. Cabrera agrees to sign appropriate resignation letters to document such resignation(s).

(a) Ms. Cabrera affirms that she has reported all hours worked as of the date she signs this Agreement (the “ Date of Agreement ”) and has received all compensation, wages, bonuses, commissions and benefits to which she is entitled, except that any unused paid time off (PTO) Ms. Cabrera has remaining as of the Termination Date, and which has not been paid as of the Termination Date, shall be paid in a lump sum at the next normal salaried payroll cycle date, subject to all withholdings and deductions currently applicable to compensation received by an employee of MEMC.

(b) Before the Termination Date, Ms. Cabrera may have been a participant in incentive or bonus plan(s) of MEMC, including but not limited to any 2009 Quarterly Incentive Plan(s), and/or any 2009 executive bonus or incentive plan(s) adopted by MEMC. Both parties agree and acknowledge that Ms. Cabrera is not entitled to any bonus payments, earned or unearned, accrued or unaccrued, that are not paid to her as of the Termination Date.

(c) Both parties agree and acknowledge that Ms. Cabrera is not entitled to any payments, earned or unearned, accrued or unaccrued, under any employment agreement or other agreement with MEMC to which Ms. Cabrera is a party, including the employment agreement between Ms. Cabrera and MEMC, effective August 28, 2006, a copy of which is attached hereto as Exhibit 1 (the “ Employment Agreement ”), except that Ms. Cabrera will be paid the thirty (30) day notice period referenced in the Employment Agreement, which shall be paid pursuant to MEMC’s normal payroll cycles, subject to all withholdings and deductions currently applicable to compensation received by an employee of MEMC, as described below in Paragraph 3(a).

(d) Both parties agree and acknowledge that pursuant to certain equity incentive plans or other stock option agreements of MEMC, MEMC has granted Ms. Cabrera options to purchase shares of common stock of MEMC and restricted stock units (“RSUs”) of MEMC. Any stock options or RSUs granted to Ms. Cabrera that are not vested as of the Termination Date shall be forfeited. Any stock options granted to Ms. Cabrera that are vested as of the Termination Date shall remain exercisable for 90 days after the Termination Date in accordance with the terms of such options. Such stock options and RSUs shall also be subject to all other terms of the applicable stock option agreements or RSU agreements. Ms. Cabrera understands and agrees that she has no right or entitlement to any other shares, options or RSUs pursuant to any other agreement with the Company.

(e) Ms. Cabrera affirms that she has been granted any leaves to which she was entitled under the Family and Medical Leave Act, or related state or local leave or disability accommodation laws.

(f) Ms. Cabrera affirms that she has no known workplace injuries or occupational diseases.

(g) Ms. Cabrera affirms that she has not divulged any MEMC proprietary or confidential information, and will continue to maintain the confidentiality of such information pursuant to her Employment Agreement.

(h) Ms. Cabrera further affirms that she has not been or is not being retaliated against for reporting any allegations of wrongdoing by MEMC or its officers, including any allegations of corporate fraud.

3. Severance Consideration . In connection with Ms. Cabrera’s termination, MEMC and Ms. Cabrera have agreed to settle all matters relating to Ms. Cabrera’s employment relationship with MEMC and the termination of such relationship. In exchange for Ms. Cabrera’s promises and obligations herein, the parties agree as follows:

(a) Notice Period . Pursuant to the terms of this Agreement, the thirty (30) day paid notice period set forth in Ms. Cabrera’s Employment Agreement is referenced above in Paragraph 2(c). If Ms. Cabrera opts not to sign this Agreement, the 30-day notice period will instead be paid out immediately, subject to all withholdings and deductions currently applicable to compensation received by an employee of MEMC, but without any 401(k) contributions being deducted. During the Notice Period, Ms. Cabrera will not continue to receive or accrue any additional PTO, such as vacation days and holidays.

(b) Benefits . Pursuant to the terms of this Agreement and except as otherwise set forth herein, during the Severance Period, Ms. Cabrera shall have continued eligibility for all U.S. benefit programs (as those plans may exist from time to time) through the Severance Period, provided that Ms. Cabrera (i) contributes the same amount for such benefit coverage as similarly situated employees and provided further that MEMC continues to provide such coverage for active non-union employees; and (ii) will not continue to receive or accrue any additional PTO, such as vacation days and holidays, or 401(k) contributions by the Company.

(c) Severance Payments . Ms. Cabrera will be paid a total severance amount pursuant to this Agreement equal to one year salary, or $244,000 (the “ Severance Amount ”). The Severance Amount will be paid according to MEMC’s normal salaried payroll cycles from June 6, 2009 through June 5, 2010 (such period, the “ Severance Period ”), prorated for any partial cycles, and will be subject to all withholding and deductions currently applicable to compensation received by an employee of MEMC.

(d) Relocation Allowance for Movement of Personal Goods and Household Effects . No later than thirty (30) days after the Effective Date of this Agreement, MEMC will pay Ms. Cabrera a relocation allowance of $50,000, in a lump sum, with no tax or other gross-up.

The payments and benefits provided herein are made in lieu of any and all payments or benefits that might otherwise be available to Ms. Cabrera arising out of her employment with MEMC, excluding Ms. Cabrera’s non-forfeitable rights to her 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, and Ms. Cabrera’s right, if any, to continued COBRA coverage. Ms. Cabrera acknowledges and agrees that the payments and benefits provided herein are in full settlement of her employment relationship, Employment Agreement, and termination from employment with MEMC.

4. Ms. Cabrera’s Agreement Not to File Suit . In consideration of the payments and benefits set out in Paragraph 3 above, Ms. Cabrera agrees for herself and on behalf of, as applicable, her heirs, beneficiaries, executors, administrators, successors, assigns, and anyone claiming through or under any of the foregoing (collectively “Releasers”), that she will not file or otherwise submit any, claim, complaint or action to any court, or any other forum, (nor will she permit any person, group of persons, or organization to take such action on her behalf except as otherwise provided by law) against MEMC, nor file or otherwise submit any such 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) (collectively “Releasees”), arising out of any action or non-action on the part of MEMC or on the part of any such above-referenced 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 Agreement. Said claims, complaints and actions include, but are not limited to (a) any breach of an actual or implied contract of employment between Ms. Cabrera and MEMC, (b) any claim of unjust, wrongful, or tortious discharge (including any claim of fraud, negligence, whistle blowing, or intentional infliction of emotional distre