Exhibit
10.5

    


    Amendment
to Letter Agreement of Kris Sennesael and Standard Microsystems Corporation
dated December 8, 2008

    


    Whereas
Kris Sennesael (“Employee”) and Standard Microsystems Corporation (“SMSC” or the
“Company”) entered into a letter agreement dated December 8, 2008 (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.

            	
              The
      last sentence in the section entitled Annual Stock Appreciation Rights
      Award is hereby modified by deleting the period at the end of the sentence
      and adding the following text:

            


    

    


    or to
increase or decrease the number of SARS or alternative equity based instruments
awarded.

    


    
      	
              4.

            	
              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/
      Christine King

                          	 
      	
                            /s/ Kris
      Sennesael

                          	 
      
	
                            Christine
      King

                          	 
      	
                            Kris
      Sennesael

                          
	
                            President
      and Chief Executive Officer

                          	 
      	
                            Vice
      President and Chief
      Financial Officer

                          
	
                             

                          	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Date:

                          	
                            11/7/09

                          	 
      	
                            Date:

                          	
                            11/4/09