Amendment to Letter Agreement of Roger Wendelken and Standard Microsystems Corporation dated May 26, 2009

Exhibit 10.12

Amendment to Letter Agreement of Xxxxx Xxxxxxxxx and Standard Microsystems Corporation dated May 26, 2009

Whereas Xxxxx Xxxxxxxxx (“Employee”) and Standard Microsystems Corporation (“SMSC” or the “Company”) entered into a letter agreement dated May 26, 2009 (the “Letter”);

Whereas Employee and the Company desire to amend the Letter to, inter alia,  reflect the new severance benefits to which the Employee shall be entitled under the Company’s recently amended Standard Microsystems Corporation Severance Plan and certain other matters as set forth below;

Now, therefore, for good and adequate consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. The Section in the Letter entitled Executive Severance Benefit is hereby deleted in its entirety and replaced with the following text:

Executive Severance Benefit

You will be eligible for the Executive Salary Grade Severance Benefit in accordance with the terms and conditions of the Company’s Severance Plan, as may be amended from time to time.

2. A new section is hereby added to the Letter as set forth below:

Executive Health Benefit

You will be eligible to participate in the Executive Health Management Program made available by the Company.

3. Except as specifically modified herein, all terms and conditions of the Letter shall remain in full force and effect.

Accepted and agreed:

Standard Microsystems Corporation

By:		/s/ Xxxxxxxxx Xxxx		/s/ Xxxxx Xxxxxxxxx
Xxxxxxxxx Xxxx				Xxxxx Xxxxxxxxx
President and Chief Executive Officer				Vice President of World Wide Sales
Date:		11/9/09		Date:		11/9/09