Retirement Plan for Directors
                             of
              Standard Microsystems Corporation


          1.   Each person who shall serve as a director of
Standard Microsystems Corporation on or after October 1,
1992, shall be entitled to retire pursuant to this Plan.  A
director who proposes so to retire shall effect such
retirement by giving notice of his retirement to the
Secretary of the corporation.  Such retirement shall be
effective on the date specified in such notice or, if no
date is so specified, on the date of delivery of his notice
to the Secretary.
          2.   Commencing with the first day of the calendar
quarter immediately following the retirement of a director
pursuant to this Plan, the corporation will pay such
director an amount equal to one-fourth of the annual
director's retainer in effect for such director at the
effective date of such retirement.  The annual retainer is
the director's fee for one year regularly payable to a
director by the corporation, inclusive of any amount payable
by reason of service on a committee of the Board, but
exclusive of all meeting fees and reimbursement for expenses
of attendance at meetings of directors.  Subject to
paragraph 3, the payment just specified shall be repeated on
the first day of each subsequent calendar quarter for a
period of ten years (forty payments in the aggregate) but
not longer than the period during which the retiring
director shall have received director's fees for service as
a director, at the effective date of his retirement.
          3.   In the event of the death of a retired
director, the retirement benefit specified in paragraph 2
shall be paid to the surviving spouse of the retired
director, commencing with the first day of the calendar
quarter next following his death.  Payment shall be made at
the same rate as prevailed prior to such death, except that
such payments shall continue only through one-half of the
remaining period during which the director would have
received payments, had he survived.  In the event of the
death of a director prior to retirement, payments shall be
made as if he had retired on the date of his death.  If the
director is not survived by a spouse or, upon the death of
such surviving spouse, payments hereunder shall terminate.
          4.   No person shall be nominated as a director
for a three-year term if he shall have attained the age of
73, on or before the date of the annual meeting at which the
nomination would be presented.  A director who is not
reelected as such at the expiration of his term shall be
deemed to have retired at that time.
          5.   During the year following the effective date
of a director's retirement, the retired director shall be
invited to attend each Board meeting as a consultant and
shall be reimbursed for the reasonable expenses incurred in
connection with such attendance together with an amount
equal to the meeting fee then being paid to directors. 
          6.   A person who may qualify for benefits under
both this Plan and the Executive Retirement Plan of Standard
Microsystems Corporation shall elect benefits under one of
such plans in lieu of benefits under the other.  Such
election shall be effected by filing a notice thereof with
the Secretary of the corporation.
          7.   The Board, in its sole discretion, may amend
or terminate the Plan at any time and from time to time;
provided, however, that no plan amendment or termination
shall, without the consent of the affected director, reduce
or eliminate any benefit theretofore accrued.