STANDARD MICROSYSTEMS CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit_10-1.txt
<TEXT>
Exhibit 10.1



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

     Resolved,  that  Section 2 of each of Standard  Microsystems  Corporation's
Plans listed immediately below:

     1999 Stock Option Plan;
     2000 Stock Option Plan;
     2001 Stock Option and Restricted Stock Plan; and
     2003 Stock Option and Restricted Stock Plan

     shall be, and they hereby are,  amended to insert the following  additional
paragraph at the end thereof:

     Notwithstanding anything to the contrary herein, the Compensation Committee
may, at its sole  discretion,  delegate its  authority to grant options or other
awards to employees other than executive  officers within parameters  determined
by the Compensation Committee, including the maximum number of shares underlying
each award.

</TEXT>
</DOCUMENT>
