THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Standard Microsystems Corporation (SMSC)

6/5/2006 Proxy Information

During fiscal years 2006 and 2005, SMSC purchased approximately $698,000 and $1.4 million, respectively, of test equipment and supplies in the ordinary course of its business from Delta Design, Inc., of which our director, James A. Donahue, is President and Chief Executive Officer.

9/19/2005 8K Information

Mr. Caggia was Senior Vice President of Standard Microsystems Corporation from February 2000 until October 2005. He was Chief Financial Officer from February 2000 until June 2005 when he served as acting Chief Financial Officer until mid-October 2005.

6/24/2005 Proxy Information

During fiscals 2005 and 2004, SMSC purchased $1.4 million and $0.8 million, respectively, of test equipment and supplies in the ordinary course of its business from Delta Design, Inc., of which our director, James A. Donahue, is President and Chief Executive Officer.

4/21/2005 8K Information

Mr. Caggia served as Senior Vice President and Chief Financial Officer of Standard Microsystems Corporation from February 2000 until June 2005.

5/28/2004 Proxy Infomation

During fiscal 2004 and 2003, SMSC purchased $.8 million and $1.4 million respectively, of test equipment and supplies in the ordinary course of its business from Delta Design, Inc., of which our director, James A. Donahue, is President and Chief Executive Officer.

5/30/2003 Proxy Information

In 1987, SMSC and Intel entered into an agreement providing for, among other things, a broad, worldwide, non-exclusive patent cross-license between the two companies, covering manufacturing processes and products, thereby providing each company access to the other's current and future patent portfolios.

In March 1997, SMSC and Intel entered into a Common Stock and Warrant Purchase Agreement whereby Intel purchased 1,542,606 newly issued shares of SMSC's common stock for $9.50 per share, or $14.7 million. So long as Intel continues to hold its initial investment, the agreement provides Intel a right of first refusal upon certain corporate transactions, including proposed sales of all or substantially all of the assets of SMSC, certain sales of common stock of SMSC and certain other transactions which would result in or relate to a change in control of SMSC. The agreement also provides Intel certain other rights, including demand registration rights with respect to shares acquired under the agreement, a right for Intel to designate a representative to serve on SMSC's Board of Directors, and antidilution rights. The agreement also imposes certain restrictions upon Intel, including limitations, in certain circumstances, on Intel's ability to acquire additional shares of SMSC's common stock (referred to as a standstill arrangement), and restrictions on the transfer of shares acquired pursuant to the agreement.

In September 1999, the two companies announced a technology exchange agreement (the "Agreement") that would allow SMSC to accelerate its then ongoing development of Intel-compatible chipset products. Chipset products are integrated circuits that communicate with the microprocessor (CPU) and assist in controlling the flow of information within a personal computer or similar application. The Agreement provided, among other things, for Intel to transfer certain intellectual property related to Intel chipset architectures to SMSC, and continues to provide SMSC the opportunity to supply Intel chipset components along with its own chipset solutions. The Agreement also limited SMSC's rights regarding Northbridges and Intel Architecture Microprocessors under the 1987 agreement.

The Agreement included provisions for its termination under certain circumstances. Under one such provision, beginning in the third year of the Agreement and annually thereafter, SMSC could elect to terminate the Agreement should SMSC not achieve certain minimum chipset revenue amounts set forth in the Agreement, unless Intel paid SMSC an amount equal to the shortfall between the minimum revenue amount and the actual revenue for that period. Upon the Agreement terminating under this provision, the limitations imposed by the Agreement on the Northbridge rights under the 1987 agreement would terminate immediately, and the limitations imposed by the Agreement on the microprocessor rights under the 1987 agreement would terminate twelve months later. Should Intel elect to make the revenue amount shortfall payment, the provisions of the Agreement would remain in force for the subsequent twelve-month period, for which another minimum revenue amount would be applicable, and at the end of which a similar termination event would arise. Minimum chipset revenue amounts are $30 million, $45 million, and $60 million for the twelve months ending September 21, 2001, 2002, and 2003, respectively, and increase by 10% for each succeeding twelve-month period following 2003, until expiration of the Agreement in July 2007.

In September 2001, pursuant to the provisions described in the preceding paragraph, SMSC notified Intel of a chipset revenue shortfall of approximately $29.6 million for the twelve months ended September 21, 2001. In November 2001, SMSC received a $29.6 million payment from Intel, which is reported as intellectual property revenue on SMSC's Consolidated Statement of Operations for the year ended February 28, 2002.

In September 2002, SMSC notified Intel of a chipset revenue shortfall of approximately $44.9 million for the 2002 twelve-month period. Intel did not make a payment to SMSC of that shortfall within the time frame specified within the Agreement, and SMSC gave Intel notice of termination of the Agreement in accordance with the terms thereof. The Company and Intel have commenced discussions regarding their various corporate and intellectual property relationships, including under the Agreement. However, there can be no assurance as to the outcome of those discussions.

James A. Donahue

During fiscal 2003, SMSC purchased $1.4 million of test equipment and supplies from Delta Design, Inc.