Exhibit 10.1


     The  Company's  Board of  Directors  unanimously  ratified and approved the
following resolutions on April 7, 2004:

     Resolved,  that  the  unanimous  consent  by all  members  of the  Board of
Directors  by  e-mails  on or about  February  24,  2004 to amend  the  Standard
Microsystems  Corporation  Plan for  Deferred  Compensation  in Common Stock for
Outside  Directors by changing the  determination  date of the number of phantom
stock  units from the 1st day of each  calendar  quarter to the 15th day of each
calendar  quarter  starting  with the April  2004  retainers  be, and hereby is,
ratified and approved,  subject to the immediately  following resolution further
clarifying such amendment.

     Resolved,  that Section 4(a) of the Standard Microsystems  Corporation Plan
for Deferred Compensation in Common Stock for Outside Directors,  as amended and
restated  effective as of July 10, 2002,  shall be, and hereby is, amended to be
as follows:

     (a) For each  fiscal  quarter  of  service  on the  Board of  Directors,  a
     Participant's  Account shall be credited  with a number of PSUs  (including
     any  fractional  PSU  rounded to one  decimal  place)  that shall equal the
     product  obtained by  multiplying  (i) the percentage  elected  pursuant to
     Section 3 by (ii) the quotient obtained by dividing (X) one-quarter of such
     participant's  Basic  Retainer  (prorated,  however,  for actual  period of
     service during such fiscal quarter subsequent to the Participant's election
     to defer  hereunder),  by (Y) the Market Value on the fifteenth day of such
     fiscal  quarter (or, if the fifteenth day shall not be a business day, then
     on the next  succeeding  business day). Such credit shall be effected as of
     the last day of such fiscal quarter,  unless such Participant's  membership
     on the Board of Directors or any committee,  as the case may be, shall have
     terminated prior thereto, in which case such credit shall be made as of the
     date of such termination.