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                                                                 Exhibit 10.1


                        STANDARD MICROSYSTEMS CORPORATION
                  2004 EMPLOYEE STOCK APPRECIATION RIGHTS PLAN

           As Adopted by the Board of Directors on September 28, 2004


1.   Purpose.

     The Standard  Microsystems  Corporation  2004 Employee  Stock  Appreciation
Rights  Plan (the  "Plan"  or the "SAR  Plan") is  intended  to enable  Standard
Microsystems  Corporation  ("SMSC"  or the  "Company"),  or any  Subsidiary,  to
attract and retain capable  employees and consultants,  and to provide them with
incentives to promote the best interests of the Company by the granting of Stock
Appreciation Rights ("SARs").

2.   Definitions.

     For  purposes of the Plan the words and phrases  used herein shall have the
following meanings:

     (a)  "Board" means the Board of Directors of SMSC.

     (b)  "Cause"  means a  termination  by the Company of the  employment  of a
          Grantee by reason of the Grantee's: (i) willful refusal to perform his
          or her obligations to the Company,  (ii) willful 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"  means 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 Exchange Act.  Change in Control shall not
          include  acquisition  of the Company's  stock by any Company  employee
          benefit plans or action by the members of the Board of Directors  when
          acting as the Board of Directors. The determination whether and when a
          change in control  has  occurred or is about to occur shall be made by
          vote of a majority of the Non-Employee  Directors who shall constitute
          the Board  immediately  prior to the occurrence of the event or series
          of events constituting such change in control.

     (d)  "Code" means the Internal  Revenue Code of 1986,  as amended from time
          to time.

     (e)  "Disability"  means an individual is permanently and totally disabled,
          as defined under Section  22(e)(3) of the Code and is unable to engage
          in any  substantial  gainful  activity  by  reason  of  any  medically
          determinable  physical or mental  impairment  which can be expected to
          result in death or which has lasted or can be  expected  to last for a
          continuous period of not less than twelve (12) months.

     (f)  "Exchange Act" means the Securities and Exchange Act of 1934.

     (g)  "Subsidiary"  means a subsidiary  corporation  as set forth in Section
          424(f) of the Code.

     (h)  "Securities Act" means the Securities Act of 1933, as amended.

     (i)  "Stock  Appreciation  Right" means a  contractual  right that allows a
          Grantee  to  exercise  a SAR  Grant  and  receive  the  value  of  any
          appreciation  in the value of SMSC stock over the Exercise  Price,  as
          provided in Section 6.

     (j)  "SAR Grant" means an award of SARs granted under the Plan.

3.   Administration.

     (a) The Plan  shall be  administered  by the  Compensation  Committee  (the
"Committee")  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 Exchange Act. No member of the Committee shall be eligible
to  participate  in the Plan nor shall any  members of the  Committee  have been
eligible to  participate in the Plan for a period of at least one (1) year prior
to their  election to serve on the Committee.  The Committee  shall have and may
exercise all of the powers of the Board under the 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.


     (b) The Committee shall have plenary  authority in its discretion,  subject
to and consistent with the express  provisions of the Plan, to direct the grants
of  SARs;  the  exercise  price  of the SAR  covered  by  each  SAR  Grant,  the
individuals  to whom and the time or times at which SAR Grants  shall be granted
and may be  exercised;  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 SARs 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; to  determine  the terms and  provisions  of, and to
cause the Company to enter into,  agreements  with Grantees,  in accordance with
Section 6(k),  in connection  with SARs that may be granted under the Plan ("SAR
Grant Agreements" or "Agreements"),  which Agreements may vary from one another,
as the Committee shall deem  appropriate;  to amend any such Agreement from time
to time, with the consent of the Grantee;  and to make all other  determinations
the Committee  may deem  necessary or advisable  for the  administration  of the
Plan.

     (c) Each SAR Grant  under  this Plan  shall be deemed to have been  granted
when the  determination  of the Committee with respect to such SAR Grant is made
or, if so determined by the  Committee,  at a specific  future date.  Once a SAR
Grant has been made, all conditions and  requirements  of this Plan with respect
to such SAR Grant shall be deemed to be conditions upon the exercise of the SAR,
but not upon the grant thereof.

     (d) The  Committee  shall have the  complete  and  absolute  discretion  to
determine all  entitlements  to benefits and to interpret the  provisions of the
Plan. Every action,  decision,  interpretation or determination by the Committee
or the Board with  respect to the  application  or  administration  of this Plan
shall be final and binding upon the Company and each person  holding or claiming
any right or interest pursuant to any SAR granted under this Plan.

     (e) 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 SAR Grant.
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.

     (f)  Notwithstanding  anything to the  contrary  herein,  the  Compensation
Committee may, in its sole  discretion,  delegate its authority to grant SARs to
employees  other than executive  officers  within  parameters  determined by the
Compensation  Committee,  including the maximum number of shares underlying each
grant.

     (g) In the event of a conflict between the terms of this Plan and the terms
of any Agreement, the terms of this Plan shall govern.

4.   Eligibility.

     The  persons  eligible  to  participate  in the Plan shall be any  officer,
employee or consultant of the Company,  or any  Subsidiary  thereof,  who may be
designated by the  Committee.  The persons  eligible to receive SAR Grants under
the Plan are hereinafter referred to as "Eligible Individuals".

5. SAR Shares Subject to the Plan.

     Subject to the  provisions  of Section 8 hereof,  two  million  (2,000,000)
"hypothetical" shares (the "Shares") of $.10 par value common stock of SMSC (the
"Common  Stock"),  shall be available for the grant of SARs under the Plan.  The
Plan does not permit any payments upon the exercise of a SAR Grant to be made in
the Common Stock of SMSC.

     If any SAR granted under the Plan expires or otherwise terminates, in whole
or in part, without having been exercised,  the "hypothetical" Shares subject to
the unexercised portion of such SAR Grant shall be available for the granting of
new SARs under the Plan as fully as if such "hypothetical" Shares had never been
subject to a SAR.

6.   Grants, Terms and Conditions of SAR Grants.

     From time to time until the expiration or earlier  termination of the Plan,
the Committee may grant SARs under the Plan to Eligible Individuals (hereinafter
referred to as "Grantees")  as it determines are warranted.  SAR Grants shall be
subject to the following terms and conditions:

     A SAR may be  exercised  by a  Grantee  in  accordance  with  Section  6 by
surrendering  the SAR Grant in accordance  with  procedures  established  by the
Committee.  Upon such exercise and  surrender,  the Grantee shall be entitled to
receive an amount determined in the manner prescribed in Section 6(d).

     (a)  Price.  The term "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.

     (b)  Term.  Subject to earlier  termination as provided in Subsections  (e)
          through (h) below and in Section 10 hereof,  the  duration of each SAR
          Grant shall not be more than ten (10) years from the date of grant.

     (c)  Vesting Period.  SAR Grants shall become  exercisable  ("vested") with
          respect to either twenty percent (20%) or twenty-five percent (25%) of
          the  number of shares  subject  to each such SAR Grant  upon the first
          anniversary  of the  date on  which  such  SAR  Grant is made and with
          respect to an additional  twenty percent (20%) or twenty-five  percent
          (25%) of the  number  of shares  subject  thereto  on each  subsequent
          anniversary of such date.  Each SAR Grant shall be  exercisable  until
          the  expiration  of ten  (10)  years  after  the  date on  which it is
          granted;  provided,  that each SAR Grant  shall be  subject to earlier
          termination, expiration or cancellation as provided herein.

          Notwithstanding the above general vesting  guidelines,  individual SAR
          Grants may be granted with any vesting schedule,  as determined within
          the discretion of the Committee.

     (d)  Exercise.  A SAR, once vested, shall be exercisable in accordance with
          the terms of the Plan.  The Committee  may  determine  that SAR Grants
          shall become immediately  exercisable in whole or in part in the event
          of  termination  of  employment  by  reason of  death,  Disability  or
          retirement after age sixty-five (65) in accordance with the retirement
          policy of the Company.

          Any vested SAR Grants may be  exercised  by  delivering  notice to the
          Company's  principal office, in accordance with reasonable  procedures
          established by the Committee.  Such notice shall specify the number of
          shares  with  respect to which the SAR Grant is being  exercised,  the
          effective  date of the  proposed  exercise  and shall be signed by the
          Grantee. All payments shall be determined based upon the closing price
          of the market on the business day coinciding with the exercise date.

          An election not received by the Company before the close of the market
          on any business  day, for any  reasons,  including  the failure of any
          electronic or other  transmission,  shall result in an election  being
          effective as of the next business day, unless revoked.

          Except as otherwise provided in Subsections (f) through (i) below, SAR
          Grants shall only be exercisable by a Grantee while a Grantee  remains
          in the employ of the Company. Any SAR Grants, the right to exercise of
          which has accrued,  may be exercised at any time up to the  expiration
          or termination of the SAR Grants in accordance  with Section 6(b). SAR
          Grants may be  exercised,  in whole or in part,  from time to time, by
          giving  written  notice of exercise  to the  Company at its  principal
          office, specifying the number of SAR Grants to be exercised.

          Designated  SMSC Associates  require  approval,  in advance,  prior to
          exercising any SAR Grants, in accordance with the SMSC Trading Policy.

     (e)  Payments Upon Exercise. Upon the exercise of a SAR, a Grantee shall be
          entitled  to receive an amount in cash equal to the excess of the fair
          market value of one share over the Exercise Price per share  specified
          in the  related  SAR  Grant,  multiplied  by the  number  of shares in
          respect of which the SAR Grant is exercised. Full or fractional shares
          may be  exercised.  Payment will be made within ten (10) business days
          of any exercise.

     (f)  Termination  of Grantee's  Employment  or  Consulting.  If a Grantee's
          employment  or  consultancy  with the  Company is  terminated  for any
          reason, without "Cause", other than by reason of death, Disability, or
          retirement (as described in Subsections  (g), (h) and (i) below) prior
          to the  expiration of the original term of his SAR Grant  ("Expiration
          Date")  such SAR Grant  shall  terminate  three (3) months  after such
          termination  of  employment  or  consultancy.  For  purposes  of  this
          Subsection, a Grantee's employment relationship shall be considered as
          continuing  intact while the Grantee is on military leave, sick leave,
          bona fide  leave of  absence  in  accordance  with  general  corporate
          policies,  federal or state family leave, or other leave if the period
          of such leave does not exceed three (3) months,  unless the  Grantee's
          right to reemployment with the Company is guaranteed either by statute
          or contract.  In the event of any termination for "Cause", any and all
          SAR Grants  that have not yet  become  exercisable  shall  immediately
          terminate, except as required otherwise under any state statutes.

          Notwithstanding any provisions to the contrary, to the extent that any
          Grantee  is a  member  of the  Board  at the  time  of  retirement  or
          termination of employment, any SAR Grants, whether vested or unvested,
          shall  continue  to be  governed  by the  terms  of this  Plan and the
          exercise  period  shall be extended  until three (3) months  after the
          individual is no longer a member of the Board.

     (g)  Death of Grantee. If a Grantee's employment is terminated by reason of
          his  death  prior to the  Expiration  Date of his SAR  Grant,  or if a
          Grantee  whose  employment  is terminated as a result of retirement or
          Disability  (as described in  Subsection  (h) and (i) below) shall die
          following the  Grantee's  termination  of employment  but prior to the
          Expiration  Date  of  any  SAR  Grant  or  expiration  of  the  period
          determined  under  Subsections (h) or (i) below, if earlier,  such SAR
          Grant   may  be   exercised   by  the   Grantee's   estate,   personal
          representative  or beneficiary who acquired the right to exercise such
          SAR Grant by bequest or  inheritance  or by reason of the death of the
          Grantee, to the extent of the number of SARs with respect to which the
          Grantee could have exercised it on the date of the Grantee's death, or
          to any greater extent permitted by the Committee, at any time prior to
          the earlier of: (i) one (1) year  following  the date of the Grantee's
          death;  or (ii) the Expiration  Date of such SAR Grant (which,  in the
          case of death  following  a  termination  of  employment  pursuant  to
          Subsections  (h) or (i) below,  shall be deemed to mean the expiration
          of the exercise period determined thereunder).

     (h)  Disability of Grantee.  If a Grantee shall become  Disabled during the
          Grantee's  employment  with the Company and the  Grantee's  employment
          with the Company is  terminated as a  consequence  of such  Disability
          prior to the  Expiration  Date of an SAR  Grant,  any SAR Grant may be
          exercised  by the  Grantee,  to the  extent of the number of SARs with
          respect to which the Grantee could have exercised  under the SAR Grant
          on the  date of such  termination  of  employment,  or to any  greater
          extent  permitted by the  Committee,  at any time prior to the earlier
          of: (i) one (1) year  following the date of the Grantee's  termination
          of employment;  or (ii) the Expiration Date of such SAR Grants. In the
          event of the  Grantee's  legal  disability  such SAR  Grant  may be so
          exercised by the Grantee's legal representative.

     (i)  Retirement of Grantee.  If a Grantee  retirees in accordance  with the
          retirement policy of the Company or otherwise retires with the express
          consent of the Committee after age sixty-five  (65), and the Grantee's
          employment  with the Company is terminated  as a  consequence  of such
          retirement  prior to the Expiration  Date of the Grantee's SAR Grants,
          such SAR Grants may be exercised by the Grantee,  to the extent of the
          number  of  Shares  with  respect  to which  the  Grantee  could  have
          exercised  it on the  date  of  the  Grantee's  retirement,  or to any
          greater extent  permitted by the  Committee,  at any time prior to the
          earlier of: (i) three (3) months after the date of retirement; or (ii)
          the Expiration Date of such SAR Grant.

     (j)  Other  Terminations  of  Employment.  If  a  Grantee's  employment  is
          terminated  for any  reason  other  than  his  death,  Disability,  or
          retirement,  the  unvested  portion of the  Shares  subject to any SAR
          Grant shall immediately be forfeited, except that the Committee, if it
          determines that the  circumstances  warrant,  may direct that all or a
          portion  of the  Grantee's  unvested  SARs be vested  in the  Grantee,
          subject to such further terms and conditions, if any, as the Committee
          may determine.

     (k)  Delivery  of Notice and  Execution  of SAR Grant  Agreement.  Upon the
          determination to issue a SAR award, the Company shall promptly issue a
          notice  representing  the  Shares  subject  to the  SAR  Grant  to the
          Grantee.  Each Grantee shall enter into, and be bound by the terms of,
          a SAR Grant  Agreement which shall include or incorporate by reference
          the  terms of the Plan and  which  shall  contain  such  other  terms,
          conditions  and  restrictions  not  inconsistent  with the Plan as the
          Committee shall determine.

     (l)  Transferability. No SARs subject to a SAR Grant shall be assignable or
          transferable  by a Grantee  at any time and no Shares  shall be issued
          upon the exercise of any SAR. Any purported transfer made by a Grantee
          in  violation  of the terms of this  Plan and the SAR Grant  Agreement
          shall be null and  void.  Nothing  in this  Plan  shall  preclude  the
          transfer of SARs covered by a SAR Grant,  on the death of the Grantee,
          to  his  legal   representatives   or  his  estate  or  preclude  such
          representatives  from transferring such Shares, or any of them, to the
          person or persons  entitled thereto by will or the laws of descent and
          distribution,  provided,  however,  that any  unvested  SAR  shares so
          transferred  shall continue to be subject to the terms of the Plan and
          the SAR Grant Agreement.

     (m)  No  Rights  as a  Stockholder.  A  Grantee  shall  have no rights as a
          stockholder  with respect to any Shares  covered by SAR Grant.  In the
          event that,  as the result of a stock  dividend,  stock  split,  share
          combination,  or similar change in the  capitalization of the Company,
          the  Grantee  shall,  as the  Grantee  of a SAR  Grant  hereunder,  be
          entitled  to new  or  additional  or  different  shares  of  stock  or
          securities, in accordance with any adjustments made under Section 8.

     (n)  SAR Shares  Available for Grant.  Upon the exercise of a SAR Grant,  a
          SAR Grant  shall be deemed to have been  exercised  for the purpose of
          the  limitation  set forth in Section 5 on the number of SAR shares to
          be available for the granting of SARs under the Plan.

     (o)  Withholding.  The obligation of the Company to pay  compensation  upon
          the  exercise  of an SAR  Grant  shall be  subject  to all  applicable
          Federal, state and local tax withholding requirements. A Grantee shall
          be  responsible  for any  portion  of the  Grantee's  tax  liabilities
          associated with the exercise of any SAR Grants.

7.   Listing and Registration of Shares.

     Each SAR Grant under the Plan shall be subject to the requirement  that, if
at any time the Committee  shall  determine in its discretion  that the listing,
registration or  qualification of the Shares covered thereby upon any securities
exchange  or under the laws of any  jurisdiction,  or the consent or approval of
any  regulatory  body,  is  necessary  or  desirable  as a  condition  of, or in
connection  with, the granting of such SAR Grant,  or that action by the Company
or the  Grantee  should be taken in order to obtain an  exemption  from any such
requirement,  then no such SAR Grant may be exercised in whole or in part and no
certificate  representing  SAR  Grants  shall be issued  unless  and until  such
listing,  registration,  qualification,  consent, approval, or action shall have
been effected, obtained, or taken on conditions acceptable to the Committee.

8.   Adjustments.

     The  number of Shares  representing  the number of SARs which may be issued
under the Plan, as stated in Section 5 hereof, as well as the exercise price per
share  under such  outstanding  SAR  Awards,  and the amount to be paid upon the
exercise of any SAR, shall be suitably  adjusted by the Committee to reflect any
stock  dividend,  stock  split,  shares  combination,  or similar  change in the
capitalization of the Company.  The Committee shall use its reasonable  judgment
in determining a suitable adjustment.

     In the event the Company is liquidated or a corporate transaction described
in Section  424(a) of the Code and the Treasury  Regulations  issued  thereunder
occurs (as, for example,  a merger,  consolidation,  acquisition  of property or
stock,  separation,  Change in Control or reorganization),  each outstanding SAR
Grant  shall be assumed  by the  surviving  or  successor  corporation,  if any,
provided,  however,  that the Committee may terminate each outstanding SAR if it
determines  that  such  assumption  would  not be in the best  interests  of the
Company or a related corporation. The Committee shall give each Grantee of a SAR
Grant, fourteen (14) days written notice prior to such termination (by reason of
such liquidation or corporate  transaction),  so that any outstanding SAR or any
portion  thereof may be exercised up to, and  including  the earlier of: (i) the
date immediately preceding such termination, or (ii) the Expiration Date of such
SAR Grant. In such event, the Committee may, in its sole discretion,  allow each
such  Grantee to exercise  his SARs in full or in part (if it has not  otherwise
terminated)  regardless of the provisions of Section 6 hereof or of the terms of
any SAR Grant Agreement,  even if under the Plan or the SAR Grant Agreements the
vesting period has not expired with respect to any SAR Grant.

9.   Change in Control.

     In the event of any transaction that  constitutes a Change in Control,  the
Committee, in its sole discretion, may determine that each SAR Grant outstanding
hereunder shall terminate  within a specified number of days after notice to the
holder, and such holder shall receive, with respect to each SAR Grant, an amount
equal to the excess of the fair market value of such SAR Grant immediately prior
to the occurrence of such  transaction over the exercise price per Share of such
SAR Grant.  Such amount shall be payable in cash, in one or more of the kinds of
property  payable  in such  transaction,  or in a  combination  thereof,  as the
Committee in its discretion shall determine.

10.  Amendment or Discontinuance of the Plan.

     The Board at any time,  and from time to time,  may suspend or  discontinue
the Plan or amend it in any respect whatsoever, provided, however, that the Plan
may not be amended so as to  materially:  (a) increase the benefits  accruing to
Grantees  under the Plan;  (b) increase the number of Shares which may be issued
under the Plan (except for  adjustments  permitted or required  under  Section 8
hereof);  (c) modify the requirements as to eligibility for participation in the
Plan; or (d) increase the cost of the Plan to the Company; and provided further,
that no such suspension, discontinuance or amendment shall materially impair the
rights of any holder of an  outstanding  SAR Grant  without  the consent of such
holder.

11.  Absence of Rights.

     The recommendation or selection of an Eligible Individual as a recipient of
a SAR Grant under the Plan shall not  entitle  such person to any SAR unless and
until the grant actually has been made by  appropriate  action of the Committee;
and any such grant is subject to the  provisions of the Plan.  Furthermore,  the
granting  of a SAR to a person  shall  not  entitle  that  person  to  continued
employment by the Company or any Subsidiary,  or to continue as a consultant, or
affect  the  terms  and  conditions  of  such   employment  or  any  consultancy
relationship,  and the Company shall have the absolute right, in its discretion,
to terminate a Grantee's employment or consultancy  relationship at any time for
any reason,  or for no reason,  whether or not such  termination may result in a
partial or total termination of any SAR Grant.

12.  Plan Adoption.

     This Plan shall become  effective  upon its adoption by the Board,  and SAR
Grants may be issued upon such  adoption and from time to time  thereafter.  The
Plan is not  intended to be submitted to the  Company's  shareholders  for their
approval at the next annual meeting of shareholders.

13.  Consultants.

     In the case of an SAR Grant  granted to an  individual  who is a consultant
to, and not an employee of the  Company,  unless the SAR Grant  Agreement  shall
specify otherwise, a termination of the Grantee's consultancy  relationship with
the Company shall have the same impact on the exercisability of the SAR Grant as
a termination of an employee's employment relationship with the Company.

14.  Plan Unfunded.

     The Plan is unfunded and all Grantees are general  creditors of the Company
for the payment of any and all benefits.

15.  Severability.

     In the event that any one or more  provisions of the Plan or any Agreement,
or any action  taken  pursuant to the Plan or such  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 the Plan
or of such or any  other  Agreement,  but in such  particular  jurisdiction  and
instance  the Plan and the  affected  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.

16.  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 Grantee, to the Grantee's last known address.

     If to the Company:

                  Standard Microsystems Corporation
                  Attention:  Finance Department
                  80 Arkay Drive
                  Hauppauge, New York  11788

Such other  addresses as any party may furnish to the other in writing  shall be
used as  applicable,  except  that  notices of change of  address  shall only be
effective upon receipt.

17.  Expenses.

     The  administrative  or other  expenses  of the  Plan  shall be paid by the
Company.

18.  Gender and Number.

     The masculine gender,  where appearing  herein,  shall be deemed to include
the feminine  gender,  and the  singular  shall be deemed to include the plural,
unless the context clearly indicates to the contrary.

19.  Termination of Plan.

     No SAR Grant may be granted after  September 24, 2014,  provided,  however,
that the Plan and all  outstanding  SAR Grants shall remain in effect until such
SAR Grants  have  expired or vested,  as the case may be, or are  terminated  in
accordance with the Plan.

20.  Governing Law.

     This Plan shall, to the maximum extent possible, be construed in the manner
consistent  with the Code  provisions  concerning  SARs, and its  interpretation
shall otherwise be governed by the laws of the State of New York.