Exhibit No. 4.3


                        STANDARD MICROSYSTEMS CORPORATION
                        2003 INDUCEMENT STOCK OPTION PLAN



1.        Purpose of the Plan

          The purpose of this Standard Microsystems  Corporation 2003 Inducement
Stock  Option  Plan  is  to  promote  the  interests  of  the  Company  and  its
stockholders   by  providing  new  employees  of  the  Company  or  any  of  its
subsidiaries  (including  employees  who  join  the  Company  as a  result  of a
corporate  transaction)  with an  appropriate  and material  incentive to accept
employment with the Company or any of its subsidiaries.

2.        Definitions

          (a) "Board" shall mean the Board of Directors of the Company.

          (b)  "Cause"  shall  mean  the   termination   by  the  Company  of  a
Participant's  employment by reason of the  Participant's (i) willful refusal to
perform the Participant's obligations to the Company, (ii) misconduct,  contrary
to the interests of the Company,  or (iii) commission of a serious criminal act,
whether  denominated a felony,  misdemeanor  or  otherwise.  In the event of any
dispute  whether  a  termination  for  Cause  has  occurred,  the  Board  may by
resolution  resolve  such  dispute  and  such  resolution  shall  be  final  and
conclusive on all parties.

          (c) "Change in  Control"  shall mean an event or series of events that
would be required to be  described as a change in control of the Company on Form
8-K  promulgated  under the  Securities  Exchange Act of 1934,  as amended.  The
determination  whether and when a Change in Control has  occurred or is about to
occur shall be made by a vote of a majority of the  non-employee  members of the
Board who shall have constituted the Board  immediately  prior to the occurrence
of the event or series of events constituting such Change in Control.

          (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (e)  "Committee"  shall mean a committee  consisting of not fewer than
two members of the Board duly  elected by the Board to  administer  this Plan in
accordance with Section 3(a) hereof.

          (f)  "Common  Stock"  shall  mean the  shares of  common  stock of the
Company, $0.10 par value per share.

          (g) "Company"  shall mean Standard  Microsystems  Corporation  and any
successor.

          (h) "Disability"  shall mean permanent and total disability within the
meaning of Section 22(e) of the Internal  Revenue Code of 1986,  as amended.  In
the event of any dispute  whether a termination  due to Disability has occurred,
the Board may by resolution  resolve such dispute and such  resolution  shall be
final and conclusive on all parties.

          (i) "Exercise  Price" shall mean the price that the  Participant  must
pay  under  the  Option  for each  share of Common  Stock as  determined  by the
Committee for each grant and specified in the Stock Option Agreement.

          (j) "Fair Market  Value" of a share of Common Stock shall mean,  as of
the date on which such fair market value is to be determined,  the closing price
(or the average of the latest bid and asked  prices) of a share of Common  Stock
as reported in The Wall Street  Journal (or a publication  or reporting  service
deemed  equivalent  to The Wall Street  Journal for such purpose by the Board or
the  Committee)  for the  over-the-counter  market  or any  national  securities
exchanges  and other  securities  markets  which at the time are included in the
stock price quotations of such  publication.  In the event that the Board or the
Committee shall determine such stock price  quotation is not  representative  of
fair market value, the Board or the Committee may determine Fair Market Value in
such a manner as it shall deem appropriate under the circumstances.

          (k) "Grant  Date" shall mean the date of grant of an Option as defined
in Section 5(c) herein.

          (l)  Non-Qualified  Stock  Option" shall mean an Option that is not an
"incentive stock option" within the meaning of Section 422 of the Code.

          (m) "Option" shall mean the option to purchase Common Stock granted to
any  Participant  under the  Plan.  Each  Option  granted  hereunder  shall be a
Non-Qualified  Stock Option and shall be  identified as such in the Stock Option
Grant Agreement by which it is evidenced.

          (n) "Option Spread" shall mean, with respect to an Option,  the excess
if any, of the Fair Market Value of a share of Common Stock as of the applicable
Valuation Date over the Exercise Price.

          (o)  "Participant"  shall mean a new employee of the Company or any of
its subsidiaries to whom a grant of an Option under this Plan has been made.

          (p) "Plan"  shall mean this  Standard  Microsystems  Corporation  2003
Inducement Stock Option Plan, as may be amended from time to time.

          (q) "Stock Option Agreement" shall mean the separate written agreement
evidencing the grant of each Option pursuant to this Plan.

          (r) "Valuation Date" shall mean the trading date immediately preceding
the date of the relevant transaction.

3.        Administration of the Plan

          (a) Composition of the Committee.  This Plan will be administered by a
Committee,  which shall  consist of not fewer than two directors of the Company,
who shall be appointed  and serve at the  pleasure of the Board.  All members of
the  Committee  shall be both  "Non-Employee  Directors"  within the  meaning of
paragraph  (b)(3)(i) of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934 and "independent directors" within the meaning of SR-NASD-2003-141.  The
Committee  shall have and may exercise all of the powers of the Board under this
Plan,  other than the power to appoint a director  to  committee  membership.  A
majority of the Committee shall constitute a quorum, and acts of the majority of
members  present at any meeting at which a quorum is present shall be deemed the
acts of the  Committee.  The Committee may also act by instrument  signed by all
members  of the  Committee.  In the  absence  of a  Committee,  the Board  shall
function as the  Committee for all purposes  under this Plan,  and to the extent
that the Board so acts,  references in this Plan to the Committee shall refer to
the Board as  applicable,  provided  that the grant of an Option under this Plan
shall be approved by a majority of the "independent directors" of the Board.

          (b) Powers of the  Committee.  In addition to the other powers granted
to the  Committee  under  this Plan,  the  Committee  shall  have  discretionary
authority,  subject to and consistent with the express  provisions of this Plan,
(i) to direct the grants of options;  (ii) to determine the numbers of shares of
Common  Stock  covered by each option,  the  exercise  price of the Common Stock
covered by each option,  the individuals to whom and the time or times at which,
options shall be granted or options may be exercised;  (iii) to prescribe, amend
and  rescind  rules and  regulations  relating to the Plan,  including,  without
limitation,  such  rules and  regulations  as it shall  deem  advisable  so that
transactions  involving  options or awards may qualify for exemption  under such
rules and  regulations as the Securities and Exchange  Commission may promulgate
from time to time exempting transactions from Section 16(b) of the Exchange Act;
(iv) to determine the terms and provisions of, and to cause the Company to enter
into, Stock Option  Agreements,  which Stock Option Agreements may vary from one
another,  as the Committee shall deem  appropriate;  (v) to amend any such Stock
Option Agreement from time to time, with the consent of the Participant; (vi) to
construe  and  interpret  this Plan,  such rules and  regulations  and the Stock
Option  Agreements;  and (viii) to make all other  determinations  necessary  or
advisable for the  administration  of, and to make all other  determinations the
Committee may deem necessary or advisable for the administration of, the Plan.

          (c)   Determinations  of  the  Committee.   Every  action,   decision,
interpretation  or  determination  by the Committee or the Board with respect to
the  application or  administration  of this Plan or any Stock Option  Agreement
shall be final and binding upon all persons.

          (d)  Indemnification  of the Committee.  No member of the Committee or
the Board  shall be liable  for any action or  determination  made in good faith
with  respect to this Plan or any Option.  To the full extent  permitted by law,
the Company shall  indemnify and hold harmless each person made or threatened to
be made a party to any civil or criminal  action or  proceeding by reason of the
fact that such  person,  or such  person's  testator or  intestate,  is or was a
member of the Committee.

          (e)  Inconsistent  Terms. In the event of a conflict between the terms
of this Plan and the terms of any Stock Option Agreement, the terms of this Plan
shall govern.

          (f) Plan Term.  The  Committee  shall not grant any Options under this
Plan on or after July 9, 2013.  All Options that remain  outstanding  as of such
date shall continue to be governed by this Plan.

4.        Participation in this Plan

          Options  may  be  granted  only  to  individuals  who  have  not  been
previously  employed  by the  Company or served as a member of the Board and who
are  new  employees  of  the  Company  or any  of  its  subsidiaries,  including
individuals who become employees in connection with a merger or acquisition. The
Options may be granted to any such  individual as a material  inducement to such
individual  accepting  employment  with the Company or any of its  subsidiaries,
provided,  however,  that any such grant of an Option shall not become effective
unless and until such individual actually commences  employment with the Company
or any of its subsidiaries.

5.        Shares Subject to this Plan

          Subject to  adjustment  as  provided  in this  Section 4 and Section 6
hereof,  the maximum number of shares of Common Stock  available for grant under
this Plan shall be 250,000.  Such shares of Common  Stock may, as the  Committee
shall from time to time determine,  be either  authorized and unissued shares of
Common Stock or issued  shares of Common Stock that have been  reacquired by the
Company.  To the extent  that any  Option  granted  under this Plan  terminates,
expires or is canceled without having been exercised, the shares covered by such
Option shall again be available for grant under this Plan.

6.        Options

          (a) Form of  Options.  Each  Option  granted  under this Plan shall be
evidenced by a Stock Option  Agreement in such form as the Committee  shall from
time to time approve,  which  agreement  shall comply with and be subject to the
terms and conditions set forth in this Plan. The Options granted under this Plan
shall be clearly identified in the Stock Option Agreement as Non-Qualified Stock
Options.

          (b) Exercise Price. The Exercise Price per share of Common Stock under
each Option shall be established  by the  Committee,  but shall not be less than
the Fair  Market  Value of a share of Common  Stock on the date  such  Option is
granted.

          (c)  Grant  Date.  The  Grant  Date of the  Options  shall be the date
designated by the  Committee and specified in the Stock Option  Agreement as the
date the Option is granted.

          (d) Vesting of Options.  Unless otherwise  determined by the Committee
and set forth in the Stock Option Agreement, each Option granted under this Plan
shall become  exercisable,  to the extent of one-quarter of the aggregate number
of shares optioned thereby, two years after the Grant Date and, cumulatively, to
the  extent  of an  additional  one-quarter,  at the  expiration  of  each  year
thereafter, so that, five years after the Grant Date, each Option shall be fully
exercisable,  subject  to the  provisions  set  forth  elsewhere  in this  Plan.
Notwithstanding the foregoing,  the Committee may declare any outstanding Option
immediately  and  fully  exercisable  (but  in  no  event  prior  to  the  first
anniversary  of  the  Grant  Date).   Notwithstanding  the  foregoing,   if  the
Participant's  employment  with the  Company  is  terminated  by  reason  of the
Participant's death,  Disability or actual retirement at age 65 or thereafter or
the  Participant  dies or suffers a  Disability  within the three  month  period
following any termination of the  Participant's  employment by the Company other
than a  termination  by the Company for Cause (as  defined  below) or  voluntary
resignation by the  Participant,  one hundred percent (100%) of the Option shall
become vested and  exercisable  immediately  upon the date of the  Participant's
death, Disability or retirement.

          (e) Limitations on Transfer.  No Options granted under this Plan shall
be transferable by the Participants  either  voluntarily or by operation of law,
otherwise   than  by  last  will  and  testament  or  by  laws  of  descent  and
distribution,  and such Option  shall be  exercised  during the  lifetime of the
Participant,  only  by the  Participant,  or by his or  her  guardian  or  legal
representative.  In the event of any  purported  transfer  in  violation  of the
provisions of this Plan, such purported  transfer shall, to the extent permitted
by applicable law, be void and of no effect.

          (f) Exercise of Options. A Participant  electing to exercise an Option
shall give written  notice to the Company of such  election and of the number of
shares  he or she has  elected  to  purchase;  provided  that no  Option  may be
exercised as to fewer than 100 shares  unless it is then  exercised as to all of
the shares then  purchasable  thereunder.  Such notice shall be  accompanied  by
payment to the Company of the full Exercise Price in cash; provided that, unless
otherwise  determined by the Committee,  the Exercise Price may be paid in whole
or in part, by surrender or delivery to the Company of shares of Common Stock of
the Company  which have been owned by the  Participant  for more than six months
before the  exercise  date  having a Fair  Market  Value on the date of exercise
equal to the  portion  of the  Exercise  Price  being so paid.  In  addition,  a
Participant  shall,  upon  notification  of  the  amount  due  and  prior  to or
concurrently  with issuance or delivery to the Participant of such shares,  pay,
in  cash,  any  amount  necessary  to  satisfy  federal,  state  and  local  tax
requirements.

          (g)  Issuance  or  Delivery of Shares.  As soon as  practicable  after
receipt of the notice and payment referred to in Section 5(f) above, the Company
shall  issue or  deliver  such  shares to the  Participant  at the office of the
Secretary of the Company,  80 Arkay Drive, P.O. Box 18047,  Hauppauge,  New York
11788-8847,  or at such other place as may be mutually acceptable to the Company
and the Participant;  provided,  however,  that the time of such delivery may be
postponed  by the  Company for such period of time as the Company may require to
comply  with any law or  regulation  applicable  to the  issuance or transfer of
shares. If the Participant fails for any reason to accept delivery of all or any
part of the number of shares  specified  in such  notice upon tender of delivery
thereof,  the  Participant's  right to purchase such  undelivered  shares may be
terminated  by the  Company  by  notice  to the  Participant  and  refund to the
Participant of the Participant's payment. Notwithstanding anything herein to the
contrary,  the  Company  shall not be required to issue or deliver any shares of
Common  Stock  pursuant  to the  exercise of any  Options,  unless and until the
Company has determined,  with advice of counsel,  that the issuance and delivery
of such  shares are in  compliance  with all  applicable  laws,  regulations  of
governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Common Stock are listed or traded. The Company shall use its
reasonable  efforts to comply with any such law,  regulation or requirement with
respect to the issuance and  delivery of such  certificates.  In addition to the
terms and conditions provided herein, the Company may require that a Participant
make such reasonable covenants, agreements and representations as the Committee,
in its sole  discretion,  deems advisable in order to comply with any such laws,
regulations or requirements.

          (h)  Withholding  Taxes;  Participant  Representations.  Prior  to  or
concurrently with issuance or delivery by the Company to the Participant of such
shares,  the  Participant  shall (i) upon  notification  of the amount due,  pay
promptly, in cash, any amount necessary to satisfy applicable federal, state and
local tax  requirements,  and (ii) if such shares are not then registered  under
the Securities Act of 1933, give assurance satisfactory to the Company that such
shares  are  being  purchased  for  investment  and  not  with  a  view  to  the
distribution  thereof,  and the Participant  shall give such other assurance and
take such other action as the Company  shall require to secure  compliance  with
any  federal or state  securities  law  applicable  to the  issuance  of shares;
provided that the out-of-pocket expense of such registration or compliance shall
be borne by the Company.

          (i) Rights as Stockholder.  No Participant  shall have the rights of a
stockholder  with respect to shares covered by an Option until such  Participant
becomes the holder of record of such shares.

          (j)  Expiration  of the  Options.  Except as provided in this  Section
5(j), no Option granted to a Participant may be exercised,  unless,  at the time
of  exercise,  the  Participant  is an  employee  of the  Company  or any of its
subsidiaries.  Options  granted  under this Plan to a  Participant  shall not be
affected  by any  change  of  duties  or  position  so long  as the  Participant
continues  to be an employee of the  Company.  With respect to the Option or any
portion  thereof which has not become vested and  exercisable,  the Option shall
expire on the date the  Participant's  employment is terminated  for any reason.
With respect to any Option or any portion  thereof which has become  exercisable
(including any Option that becomes  exercisable as a result of the Participant's
death,  Disability or retirement as provided in Section 5(d)),  the Option shall
expire on the earlier of: (i) three months after the  Participant's  termination
of employment other than for Cause, death or Disability; (ii) the later to occur
of (x) three months after the  termination  of the  Participant's  employment by
reason of death or  Disability  or (y) thirty  days after the  appointment  of a
legal  representative  or  guardian,  but in no event  more than one year  after
termination  of  employment  by  reason  of  death  or  Disability,   (iii)  the
commencement  of business  on the date the  Participant's  employment  is, or is
deemed to have been,  terminated for Cause; or (iv) the tenth anniversary of the
Grant Date.

7.        Adjustments Upon Changes in Capitalization

               (a) In the event of any  change  in the  Company's  Common  Stock
subject   to  the   Option,   by  reason  of  any  stock   dividend,   split-up,
reorganization,  liquidation and the like, such adjustment  shall be made in the
number of shares  subject to the Option and the Exercise  Price per share as the
Board shall,  in its sole  judgment,  deem  appropriate to give proper effect to
such event. No adjustment shall be made in the requirements set forth in Section
5(f) with respect to the minimum  number of shares that must be  purchased  upon
any exercise of an Option.

               (b) In the  event of (i) a  dissolution,  liquidation,  merger or
consolidation of the Company or (ii) a sale of all or  substantially  all of the
assets of the Company or the sale of substantially all of the assets or stock of
a subsidiary of which the Participant is then an employee,  or (iii) a Change in
Control has occurred or is about to occur with respect to the Company, then, the
Board  may  determine  that  the  Option  shall  become  immediately  and  fully
exercisable.

8.        No Special Employment Rights

          Nothing  contained in this Plan shall confer upon the Participants any
right with respect to the  continuation of their  employment or interfere in any
way with the right of the  Company  or any of its  subsidiaries,  subject to the
terms of any separate  employment  agreements  to the  contrary,  at any time to
terminate  such  employment or to increase or decrease the  compensation  of the
Participants from the rate in existence at the time of the grant of any Option.

9.        Amendments to this Plan; Termination of this Plan

          The  Committee  may,  in its  absolute  discretion,  from time to time
revise or amend this Plan; provided,  however, that any such amendment shall not
impair  or  adversely  affect a  Participant's  rights  under  this  Plan or any
outstanding Option without such Participant's written consent. The Committee may
at any time,  in its absolute  discretion,  suspend or terminate  this Plan.  No
Options may be granted during any suspension of this Plan or after this Plan has
been  terminated.  The  termination  of this Plan shall not  affect ant  Options
previously  granted.  After this Plan terminates,  the function of the Committee
under this Plan will be limited to  supervising  the  administration  of Options
previously granted.

10.       Miscellaneous

          (a) Severability. In the event that any one or more provisions of this
Plan or any Stock Option Agreement, or any action taken pursuant to this Plan or
such Stock Option Agreement, should, for any reason, be unenforceable or invalid
in any  respect  under the laws of the  United  States,  any state of the United
States or any other government,  such  unenforceability  or invalidity shall not
affect any other  provision  of this Plan or of such or any other  Stock  Option
Agreement,  but in such particular  jurisdiction  and instance this Plan and the
affected Stock Option  Agreement shall be construed as if such  unenforceable or
invalid provision had not been contained therein or as if the action in question
had not been taken thereunder.

          (b) Effect on Prior Option Plans. The adoption of this Plan shall have
no effect on  outstanding  options or awards  granted by the  Company  under any
other plan.

          (c) No Obligation to Exercise an Option. The grant to the Participants
of the Options shall impose no obligation upon the Participants to exercise such
Options.

          (d) Notices. All notices and other  communications  hereunder shall be
in  writing  and shall be given  and shall be deemed to have been duly  given if
delivered in person, by cable, telegram, telex or facsimile transmission, to the
parties as follows:

          If to the Participant, to the Participant's last know address.

          If to the Company:

                  Standard Microsystems Corporation
                  Attention: Secretary
                  80 Arkay Drive
                  P.O. Box 18047
                  Hauppauge, New York 11788-8847

          or to such other address as any party may have  furnished to the other
in writing in  accordance  herewith,  except  that  notices of change of address
shall only be effective upon receipt.

          (e)  Descriptive   Headings.   The  headings  in  this  Plan  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning of the terms contained herein.

          (f)  Gender.  All  references  herein to the  masculine  gender  shall
include the feminine.

          (g)  Governing  Law. This Plan shall be governed by, and construed and
enforced in accordance  with, the laws of the State of New York,  without regard
to the provisions governing conflict of laws.