STANDARD MICROSYSTEMS CORP
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit_10-3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
Exhibit 10.3
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In fiscal 2002, the Company's March 18, 1999 employment agreement with Steven J.
Bildeau was modified as follows:

Section 3.e was amended by:

o    Adding the phrase "and become exercisable" immediately following the phrase
     "immediately vest".
o    Adding the phase " or,  within six months  after the change in control,  by
     Company pursuant to clause 3.b (iii)," immediately  following the phrase ",
     should Executive  terminate the Employment Term pursuant to clause 3.b (iv)
     or  (v),"
o    Replacing  the phrase  "Executive  shall be  entitled to the  payments  and
     insurance coverage referred to in clauses 3.c(i),  (ii) and (iii)" with the
     phrase  "Executive  shall be  entitled  to  payments  referred to in clause
     3.c(i),  the  insurance  coverages  referred to in clause  3.c(iii),  and a
     payment in the amount of $341,120 on the day of termination."




In fiscal 2002, the Company's  January 7, 2000 employment  agreement with Andrew
M. Caggia was modified as follows:

Section 3.e was amended by:

o    Adding the phrase "and become exercisable" immediately following the phrase
     "immediately  vest".
o    Adding the phase " or,  within six months  after the change in control,  by
     Company pursuant to clause 3.b (iii)," immediately  following the phrase ",
     should  Executive  terminate  the  Employment  Term  pursuant to clause 3.b
     (iv),".
o    Replacing  the phrase  "Executive  shall be  entitled to the  payments  and
     insurance coverage referred to in clauses 3.c(i),  (ii) and (iii)" with the
     phrase  "Executive  shall be  entitled  to  payments  referred to in clause
     3.c(i),  the  insurance  coverages  referred to in clause  3.c(iii),  and a
     payment in the amount of $130,000 on the day of termination."

</TEXT>
</DOCUMENT>
