AMENDMENT NO. 2 TO ASSET AND STOCK PURCHASE AGREEMENT

Exhibit 10.8

AMENDMENT NO. 2

TO ASSET AND STOCK PURCHASE AGREEMENT

AMENDMENT NO. 2 (this " Amendment "), dated as of April 27, 2006 to the Asset and Stock Purchase Agreement, between Texas Instruments Incorporated (" Seller ") and S&C Purchase Corp., dated as of January 8, 2006 (as amended, the " Agreement ").

W I T N E S S E T H :

WHEREAS, subject to the terms and conditions of Section 13.04 of the Agreement, S&C Purchase Corp. transferred and conveyed to Sensata Technologies B.V., formerly known as Potazia Holding B.V. (" Buyer "), all of its right, title, interest and obligations in, to or under the agreement (the " Assignment ") effective as of February 8, 2006; and

WHEREAS, the parties desire to amend the Agreement pursuant to Section 13.02 to reflect the changes set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1 . Definitions. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Agreement.

Section 2 . Real Property Primarily Related to the Business. The disclosure set forth in Sections 3.13(a) and (b) of the Disclosure Schedule shall be deleted in its entirety and shall be deemed replaced, as of the date of the Agreement, with the disclosure set forth in Annex A hereto.

Section 3 . Disclosure Schedules . (a) Items 5, 8 and 9 in Section 10.02(b) of the Disclosure Schedule shall be deleted and replaced with the word "[Reserved]". For the avoidance of doubt, the amendment of Section 10.02(b) of the Disclosure Schedule with respect to Items 8 and 9, as set forth in the preceding sentence, shall not otherwise modify the rights and obligations of Buyer and Seller with respect to such Purchased Assets pursuant to the Agreement (including pursuant to Sections 2.07, 7.01, 7.02 and 11.02 thereof).

Section 4 . Transferred Indebtedness . The disclosure set forth in Item 4 of Section 1.01(b) of the Disclosure Schedule shall be deleted in its entirety and replaced with the words: "Intercompany loans solely among Purchased Subsidiaries made pursuant to, and in compliance with, Section 2.06(a)(i) of the Agreement, including the entrusted loans between (i) Texas Instruments (Changzhou) Co., Ltd. and Texas Instruments (China) Company Limited and (ii) Texas Instruments (China) Company Limited and S&C International Trading (Shanghai) Co., Ltd., in each case to the extent entered into prior to the Closing in

accordance with that certain letter agreement between Texas Instruments and Sensata Technologies B.V., formerly known as Potazia Holding B.V., dated as of March 30, 2006 and designated as Transferred Indebtedness therein".

Section 5 . Sample Working Capital Calculation . The disclosure set forth in Section 2.10(a) of the Disclosure Schedule shall be deleted in its entirety and replaced with the disclosure set forth in Annex B hereto.

Section 6 . Assignment of Contracts. (a) Buyer and Seller acknowledge and agree that Seller shall be deemed to have satisfied its obligations pursuant to Sections 2.07, 7.01 and 7.02 of the Agreement with respect to Contracts listed in Annex C hereto (the " Identified Contracts "); provided , that at the request of Buyer, following the Closing, Seller and Buyer will use their reasonable efforts (but without any payment of money by Buyer) to obtain the Consent of the other parties to any such Identified Contract or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may reasonably request and the last three sentences of Section 2.07 and Sections 7.01 and 7.02 of the Agreement shall apply with respect to such Identified Contract.

(b) Buyer and Seller acknowledge and agree that the last sentence in Section 3.15 of the Agreement shall not apply to any Identified Contract unless and until (i) the counterparty to such Identified Contract shall have asserted that Buyer is not entitled to continue to receive the benefits of such Identified Contact in the absence of such counterparty’s Consent, which assertion shall not have been instigated, and shall not have arisen out of any dispute initiated, by or on behalf of Buyer or any of its Subsidaries (other than the Purchased Subsidiaries prior to Closing), and (ii) Buyer shall have notified Seller of the receipt of such assertion.

Section 7 . Employees. Buyer and Seller acknowledge and agree that the following shall be deemed to be Excluded Liabilities: (i) the profit sharing rights pursuant to Applicable Law of Business Employees employed in jurisdictions outside the United States and (ii) all other Liabilities and commitments relating to current or former Business Employees that, in the case of each of clauses (i) and (ii), (x) would but for the operation of this Section 7 be Assumed Liabilities, (y) are current liabilities of the Business as of the Closing Date and (z) as a result of Applicable Law, cannot be assumed by Buyer or any of its Affiliates at the Closing.

Section 8 . Closing . Section 2.09(c)(i) shall be amended by inserting the words "(or to such Subsidiary of Seller as Seller may prior to the Closing designate with respect to any portion of the Purchase Price)" after the phrase "Buyer shall deliver to Seller".

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Section 9 . Intercompany Payables and Receivables . (a) Section 5.07 of the Agreement shall be deleted and replaced in its entirety with the following:

"At or prior to the Closing, Seller shall, and shall cause its Subsidiaries to, retain or eliminate all intercompany receivables and payables of the Business, incurred in the ordinary course of business; provided, however, that Seller shall not retain or eliminate (or cause to be transferred to Seller or a Retained Subsidiary in the Restructuring) the intercompany receivables and intercompany payables outstanding as of the close of business on the Business Day immediately prior to the Closing Date of each of Texas Instrumentos Eletronicos do Brasil Limitada, Texas Instruments (Changzhou) Co., Ltd., Texas Instruments (China) Company Limited or S&C Korea, such intercompany receivables and payables to be deemed, in each case, to be assets and liabilities, respectively, primarily related to the Business. For the avoidance of doubt, any Taxes of the Purchased Subsidiaries arising from such elimination shall be treated as a Purchased Subsidiary Liability for purposes of this Agreement."

(b) Item 7 in Section 2.03(e) of the Disclosure Schedule shall be deleted and shall be replaced in its entirety with the following, "7. All intercompany payables and receivables (i) between the Business and any Retained Business or (ii) within the Business, in each case, other than the intercompany receivables of and payables of Texas Instrumentos Eletronicos do Brasil Limitada, Texas Instruments (Changzhou) Co. Ltd, Texas Instruments (China) Company Limited and S&C Korea."

(c) Item 6 in Section 2.06(a)(i) of the Disclosure Schedule shall be deleted and shall be replaced in its entirety with the following, "6. All intercompany receivables of any Purchased Subsidiary other than those intercompany receivables outstanding as of the Closing Date of Texas Instrumentos Eletronicos do Brasil Limitada, Texas Instruments (Changzhou) Co., Ltd. and Texas Instruments (China) Company Limited."

(d) Item 2 in Section 2.06(a)(ii) of the Disclosure Schedule shall be deleted and shall be replaced in its entirety with the following, "2. All intercompany payables of any Purchased Subsidiary other than those intercompany payables outstanding as of the Closing Date of Texas Instrumentos Eletronicos do Brasil Limitada, Texas Instruments (Changzhou) Co., Ltd. or Texas Instruments (China) Company Limited."

(e) Buyer and Seller acknowledge and agree that the intercompany receivables and intercompany payables of Texas Instrumentos Eletronicos do Brasil Limitada outstanding as of the close of business on the date immediately preceding the Closing Date, shall be treated as accounts receivable and accounts payable, as applicable, for purposes of Closing Working Capital.

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Section 10 . Transfer Documents. The parties acknowledge that they and certain of their Subsidiaries have or will enter into various transfer agreements, deeds, bills of sale, assignments and other instruments of conveyance and assignment in connection with the consummation of the Closing in various jurisdictions outside the United States (collectively, the " Local Transfer Documents "). Buyer and Seller acknowledge and agree that nothing contained in any Local Transfer Document shall in any way supersede, modify, replace, amend, change, rescind, expand, exceed, enlarge or in any way affect the provisions, including the representations, warranties, covenants, agreements, conditions, or in general, any rights, remedies, or obligations of Seller or Buyer (or their respective Affiliates) set forth in the Agreement. To the extent there are inconsistencies between the provisions of a Local Transfer Agreement and the provisions of the Agreement, the provisions of the Agreement shall prevail.

Section 11 . Value Added Tax . Notwithstanding anything to the contrary in Section 8.02(c) of the Agreement, Buyer and Seller agree that any value added taxes incurred in connection with the transactions contemplated by the Agreement shall be borne by Buyer to the extent such value added taxes would not have been incurred but for any restructuring or reorganization of the Business in the Netherlands undertaken during the 180 days following the Closing Date. For purposes of Section 8.02(c) of the Agreement, the terms "Transfer Taxes" and "value added taxes" shall include any interest and penalties imposed with respect to any Transfer Taxes or value added taxes covered by such section.

Section 12 . Binding Effect. Except to the extent expressly provided herein, the Agreement shall remain in full force and effect in accordance with its terms. This Amendment shall be governed by and construed as one with the Agreement, and the Agreement shall, where the context requires, be read and construed so as to incorporate this Amendment.

Section 13 . Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 14 . Agreement as Amended. From and after the effective date hereof, each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Agreement shall refer to the agreement as amended hereby.

Section 15 . Governing Law . This Amendment shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.

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Section 16 . Counterparts; Effectiveness; No Third Party Beneficiaries . This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Amendment shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except as set forth in Section 11.02 of the Agreement, no provision of this Amendment is intended to confer any rights, benefits, remedies or Liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

Exhibit A

Real Property Primarily Related to the Business