The Retirement Plan for Directors was amended by
adding the following paragraphs 6 and 7 thereto:

          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.

          The Executive Retirement Plan was amended by
adding the following to Section 6.2:

          A person who may qualify for benefits under both
          this Plan and the Retirement Plan for Directors of
          Standard Microsystems Corporation shall elect
          benefits under one such plan in lieu of benefits
          under the other.  Such election shall be effected
          by filing a notice thereof with the Administrator,
          prior to receiving any benefit under either plan.