General Semiconductor, Inc.
                                 Exhibit 10.8.2



                                 First Amendment
                       to the General Semiconductor, Inc.
                     Supplemental Executive Retirement Plan

     WHEREAS,  General Semiconductor,  Inc, maintains the General Semiconductor,
Inc. Supplemental Executive Retirement Plan (the"Plan"); and

     WHEREAS,  on October  19,  1999 the  Compensation  Committee  directed  the
Company to amend the definition of "Change in Control" in the Plan;

     NOW,  THEREFORE,  the Plan is hereby amended as follows,  effective October
19, 1999:

     Section 2.4 (ii) is amended to read:

     (ii) in the  event  of a Change  of  Control  (as  defined  in the  General
          Semiconductor,  Inc. 1998 Long-Term  Incentive Plan) the present value
          lump  sum  actuarial  equivalent  of each  participant's  Supplemental
          Benefit on the date of the Change of Control  (including  Supplemental
          Benefits then in pay status) shall be paid  immediately  in a lump sum
          in cash.

                                                    General Semiconductor, Inc.


Date:  ____________                                 By:  ____________________



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