Exhibit 10.2

                            January 1, 2005 Amendment
                                     to the
                        Standard Microsystems Corporation
                            Executive Retirement Plan


Whereas,  Standard  Microsystems  Corporation  ("SMSC"), a Delaware Corporation,
previously  adopted an  Executive  Retirement  Plan (the  "Plan" or the  "SERP")
effective as of March 1, 1994; and

Whereas, the SERP was amended and restated effective January 1, 2003; and

Whereas,  the Board of Directors has determined that an Amendment should be made
to the SERP in order  to  allow  the  Board,  at its  discretion,  to  encourage
retiring senior  executives to remain  employed with SMSC on a part-time  basis,
without reducing their SERP benefits; and

Whereas,  Section 7.9 of the SERP allows SMSC to amend the SERP by action of its
Board,  at any time,  as long as such  action  does not reduce any  benefits  to
Participants.

Now,  therefore,  by action of the SMSC  Board of  Directors,  the Plan shall be
amended as follows effective as of January 1, 2005:

Base Annual  Salary.  Section 1.4 defines the term "Base Annual  Salary" to mean
one-third  of the  aggregate  base salary  paid by the Company to a  Participant
during the 36-month period immediately  preceding the Participant's  termination
of  employment.  IN order to allow the Board,  at its  discretion,  to encourage
retiring  senior  executives to continue to work with SMSC on a part-time  basis
and in order to avoid a reduction in SERP benefits by such action, the following
paragraph shall be added to Section 1.4:

"Notwithstanding  any  provisions  to the  contrary,  to  the  extent  that  any
participant  works a  reduced  number  of  hours,  the  Board  may,  within  its
discretion,  determine that such  Participant will have the  Participant's  Base
Annual Salary  determined  as of the time the reduction in hours occurs.  Future
SERP  benefits  will  continue  to be  computed  based upon the 36 month  period
immediately   preceding  the  reduction  in  hours,  rather  than  the  ultimate
termination of employment."

In witness whereof,  SMSC had adopted this January 1, 2005 Amendment,  effective
as of January 1, 2005.



Date:                                 Standard Microsystems Corporation

July 14, 2004                         By: /s/ Steven J. Bilodeau
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