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                                                                   Exhibit 10.25

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                                ON SEMICONDUCTOR

                           DEFERRED COMPENSATION PLAN

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                              ENROLLMENT MATERIALS



























These materials provide highlights of ON SEMICONDUCTOR'S Deferred Compensation
Plan, and full details are contained in the Plan document. If a description in
these materials or any oral representation differs from these documents, the
Plan document shall prevail. This booklet does not create a contract of
employment between ON SEMICONDUCTOR or any of its current or future subsidiaries
and any employee.



                                  December 1999





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                                ON SEMICONDUCTOR
                           DEFERRED COMPENSATION PLAN

                           ENROLLMENT PACKAGE CONTENTS

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TABLE OF CONTENTS

SECTION 1:                                       Introductory Letter

SECTION 2:                                       Summary

SECTION 3:                                       Highlights

SECTION 4:                                       Questions and Answers

SECTION 5:                                       Plan

SECTION 6:                                       Enrollment Issues

FORMS IN THIS PACKET
-      Deferral Commitment (MUST SIGN EVEN IF NOT PARTICIPATING.)
-      Distribution Election
-      Allocation Form
-      Beneficiary Designation

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                           DEFERRED COMPENSATION PLAN
                                     SUMMARY

ON SEMICONDUCTOR has established a voluntary Deferred Compensation Plan (DCP) to
allow eligible employees to defer income pre-tax and to receive investment
returns on a tax-deferred basis. You can defer income that you cannot place in
the 401(k) plan because you have reached the qualified plan limits.

If you elect not to participate in the DCP at this time, you will not be
eligible to participate in the Plan until 2002. You could next enroll in 2000
for funds to be deferred in 2002.


WHAT ARE THE BENEFITS OF          -Reduces current income taxes
DEFERRING INCOME?                 -Earnings build tax deferred
                                  -Multiple investment options
                                  -Flexibility as to when you receive money
                                  (unlike 40lk plans; no early withdrawal
                                  penalty)

WHEN DO I DECIDE IF I             In December of each year.
WANT TO DEFER?

HOW MUCH OF MY INCOME CAN         You can defer up to 25% of your salary and up
I DEFER?                          to 100% of your bonus--to be earned a full
                                  year from the deferral date. You can choose to
                                  defer a set dollar amount or percentage of
                                  your pay.

HOW WILL MY ACCOUNT               You can choose from three (3) valuation
BALANCES BE VALUED?               vehicles that will be used to determine
                                  investment gains or losses. Refer to the Plan
                                  Highlights for the listing of valuation
                                  vehicle options and descriptions of the
                                  investment objectives.

                                  Each quarter, you may change the investment
                                  allocation of existing Account balances.

WHAT ARE MY DISTRIBUTION          -Planned distributions (such as for college
OPTIONS?                           expenses)
                                  -Retirement
                                  -Termination or
                                  -Hardship withdrawal

                                 HOW DO I ENROLL


-      Please complete the enrollment forms, following instructions provided.

-      Return your completed forms to ON SEMICONDUCTOR Human Resources'
       Compensation Manager in the envelope provided no later than December 31,
       1999 (for 2000) and January 31, 2000 (for 2001).

-      If you have questions, please call ON SEMICONDUCTOR'S Compensation
       Manager or the administrator for the Plan.

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ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
PLAN HIGHLIGHTS

WHO IS ELIGIBLE            Employees, salary grade E-14 and above with a salary
                           of $125,000 or above as determined by the
                           Administration Committee will be eligible to
                           participate in the ON SEMICONDUCTOR'S Deferred
                           Compensation Plan (DCP).

PLAN OBJECTIVES            The DCP was implemented to offer the following
                           benefits for our key employees:

                           - The opportunity to defer salary and bonus
                             compensation on a pre-tax basis,

                           - The ability to receive tax-deferred gains,

                           - The option to defer payment of current compensation
                             to future years to supplement retirement income and
                             for other financial needs such as the college
                             expenses of children, and

                           - The ability to choose from a list of Valuation
                             Funds used to measure investment performance on
                             your deferrals.

                           Participation in the Plan is voluntary. The Plan
                           Highlights describe the key features of the DCP. More
                           detailed information is in the Plan. The Plan
                           contains provisions of the DCP and governs any
                           interpretation of the Plan.

DEFERRAL OPPORTUNITY       In December of each year, you will receive election
                           forms to defer up to 25% of salary and up to 100% of
                           bonus compensation that may be earned during a year
                           that is a full year following the election. Deferrals
                           into the DCP are made on a pre-tax basis and,
                           therefore, offer you the opportunity to save on
                           current income taxes payable.


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PAYMENT OF                 At the time you make your deferral election, you must
BENEFITS                   designate the timing and form of benefit payment, as
                           applicable, for your Account balance(s).

                           However, certain events may occur which may change
                           the timing or form of benefit payment that will be
                           made. They are:

                           - TERMINATION OF EMPLOYMENT: If you terminate your
                             employment before age 55, you will receive your
                             total account balance in a lump sum payment.

                           - DEATH: In the event of your death, either before or
                             after your retirement or termination of employment,
                             your entire Account Balance will be paid to your
                             spouse beneficiary according to your distribution
                             election; if you did not make a distribution
                             election in the event of death, payments will be
                             made to the beneficiary spouse in accordance to
                             your retirement distribution election. If your
                             beneficiary is not your spouse, payment will be
                             made in one lump sum.

                           Please note that, in the event of death, the value of
                           any remaining Plan benefit payments may be included
                           in your estate for tax calculation purposes.
                           Accordingly, you may want to speak with your tax or
                           legal advisor if you have any questions about your
                           distribution election in the event of death.

                           - LONG-TERM DISABILITY (LTD): If you become
                             permanently and totally disabled and are eligible
                             for Long-Term Disability benefits, your Account
                             distribution will be made as if you had retired
                             as of the date your become eligible for LTD
                             benefits.


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PAYOUT OPTIONS             Distribution options are

                           - Planned distributions (such as for college
                             expenses)
                           - Retirement
                           - Termination or
                           - Hardship withdrawal

VALUATION                  The Valuation Funds are the Plan investment options
FUNDS                      from which you may choose. Investment gains or losses
                           from the Valuation Funds will be the basis for
                           determining investment returns recorded in your
                           Account balance(s).

                           Your Valuation Fund selection must be made at the
                           same time you make your deferral election. Changes to
                           your Valuation Fund allocations may be made as of the
                           end of any calendar quarter. Use the Account Balance
                           Reallocation Form, available from the ON
                           SEMICONDUCTOR Compensation Manager, to request
                           changes in your Valuation Fund allocations.

                           While the Valuation Funds are used to determine
                           investment gains or losses, you do not have ownership
                           or any other rights to balances shown in your
                           Valuation funds. Participant deferrals may or may not
                           be invested in these Funds, or any other specific
                           assets. The Valuation Funds define what you are
                           entitled to receive in an Account distribution,
                           subject to the risks outlined in "Nature of
                           Obligation".

                           The Company reserves the right to change the
                           Valuation Funds offered.

ADDITIONAL PROVISIONS


VESTING                    You are 100% vested in your deferrals and any
                           investment gains or losses recorded in your DCP
                           Account balances.

HARDSHIP                   You can petition the Administrative Committee in the
                           event of a demonstrable hardship, the Committee may,
                           in its discretion, provide relief.

                           If a distribution is in fact made, you will be
                           prohibited from making any ongoing deferrals for a
                           least 12 months, and the amount of the distribution
                           will be only the amount necessary to meet the
                           financial hardship. It is anticipated that the
                           Administrative Committee will use similar guidelines
                           as provided in the 401(k) regulations in determining
                           what constitutes a financial hardship, but the final
                           decision will be completely within their discretion.

TERMINATION OF             You may elect during your participation, at any time
TERMINATION                and for any reason, to terminate your participation
                           in this Plan. This will trigger a pay out from all
                           your

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                           Account balances. Should you choose to exercise this
                           provision, several "penalties" will be imposed:

                           - Your current Deferral Commitment will terminate,
                           - You forfeit your right to receive any gains, and
                             you will assume any associated losses in the DCP
                             Account, and
                           - You will be prohibited from ever participating in
                             the Plan again.

                           If you elect termination by written notification to
                           the Administrative Committee, the remaining portion
                           of your vested Account balances will be paid to you
                           as if you had terminated service with the Company.

AMENDMENT OR               AMENDMENT: The Company reserves the right at any time
TERMINATION OF             to amend the provisions of the Plan, including but
PLAN                       not limited to changing the various Valuation Funds
                           available. Any such amendment shall not reduce the
                           amount accrued to date in your Account balance(s),
                           subject to the risks outlined in the Nature of
                           Obligation.

                           TERMINATION: While the Company intends to offer the
                           DCP indefinitely, it may partially or completely
                           terminate the Plan at any time. A partial termination
                           will be accomplished by ceasing any ongoing deferrals
                           and continuing to operate the Plan until the eventual
                           payout of all benefits due. A complete termination
                           will include the termination of all current Deferral
                           Commitments and the payout of all Account balances.

NATURE OF                  "GENERAL, UNSECURED CREDITOR": As a participant in
OBLIGATION                 this Plan, you must look to the Company for the
                           payment of your benefits. To maintain favorable tax
                           treatment for you under the Plan, your Account
                           balances must (1) remain subject to the claims of
                           general creditors of the Company and (2) be
                           structured so they do not create a right to any
                           specific Company assets. Therefore, you will be in
                           the position of a "general, unsecured creditor" of
                           the Company.

                           CONTINUED EMPLOYMENT: Establishing the Plan or
                           extending eligibility to participants does not create
                           a contract of employment nor guarantee that any
                           participant shall continue to be employed by the
                           Company.

                           RABBI TRUST: The company may decide to establish what
                           is known as a Rabbi Trust to provide "security" of
                           benefit payments for DCP participants and to assist
                           in the smooth operation of the Plan. However, assets
                           of such a trust, if any, will always remain the
                           property of the Company and will be subject to the
                           claims of the Company's creditors in the event of
                           bankruptcy or insolvency. You will not have any right
                           or interest in the trust or any particular asset that
                           the trust may hold.


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QUESTIONS AND ANSWERS
ABOUT THE DCP

IF YOU HAVE QUESTIONS THAT ARE NOT ANSWERED IN THESE MATERIALS, YOU MAY CALL ON
SEMICONDUCTOR HUMAN RESOURCES' COMPENSATION MANAGER. YOU ARE ALSO ADVISED TO
SPEAK WITH YOUR OWN TAX OR LEGAL ADVISOR, AS APPROPRIATE.

1. WHY DID ON SEMICONDUCTOR INTRODUCE THE DEFERRED COMPENSATION PLAN?

The DCP was implemented as part of the overall compensation-planning program for
executives of ON SEMICONDUCTOR. Elective deferred compensation plans have become
an important part of compensation planning today due to the legislative
restrictions on qualified retirement programs and the limitations on tax-favored
conventional investments. The DCP offers the opportunity to defer compensation
to future years on a pre-tax basis, to receive tax-deferred investment returns,
and flexibility in selecting investment options that will be used to value your
Account balance(s).

2. WHEN MUST DEFERRAL ELECTIONS BE MADE?

Due to the recent launch of our new company, ON SEMICONDUCTOR, and subsequent
Board of Director approval of the Plan, the first cycle is a short one. For the
initial plan year, you have the opportunity this December to elect to defer
compensation and bonuses earned during 2000. (FORMS FOR 2000 ELECTIONS MUST BE
IN BY DECEMBER 31, 1999.) Further, you will have the opportunity to defer
compensation earned during the next calendar year 2001. (FORMS FOR 2001
ELECTIONS MUST BE IN BY JANUARY 31, 2000.) In December 2000 you may have the
opportunity to elect deferrals beginning in January 2002.

3. HOW MUCH CAN I DEFER?

You can specify either a dollar amount or a percentage of pay to be deferred,
with maximum annual deferrals of up to 25% of base pay and 100% of your bonus.
Salary deferrals will be deducted in roughly equal amounts from your paychecks
over the calendar year. During the first year, 2000, deductions will begin as
soon as administratively feasible.

4. ARE DEFERRALS INTO THE DCP SUBJECT TO WITHHOLDING TAXES?

Deferrals into the DCP are not subject to federal income taxes; however, they
are subject to FICA/Social Security withholding:

For the old-age insurance portion of Social Security (i.e., pension benefits),
deferrals into the DCP are not subject to withholding if your annual, taxable
compensation is greater than the Wage Base $76,200 for 2000 (Wage Base for 2001
not yet available).

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For the Health Insurance portion of Social Security (i.e., Medicare), there is
no "cap" on compensation for withholding tax purposes, and all deferrals into
the DCP are subject to Withholding (the payroll/withholding tax rate is 1.45% of
amounts deferred).

5. CAN I CHANGE MY DEFERRAL ELECTION?

In December of each year, you will make a deferral election that will apply
towards compensation earned a full year in the future. For instance, in December
2002, if you chose to defer part of your compensation, it will be for the year
2004. The deferral election is irrevocable for the election year and cannot be
changed.

6. CAN I DECLINE PARTICIPATION NOW, BUT JOIN LATER?

Yes, however, you may only choose to participate during a subsequent deferral
election period (December of each year).

7. WHAT DETERMINES INVESTMENT RETURNS ON MY DEFERRALS?

You may select among various Valuation Funds that will be used to determine
investment gains or losses on amounts deferred. You will have no ownership
interest in or rights to any Company assets or investments made to cover Plan
liabilities.

8. HOW DO I GET INFORMATION ABOUT THE VALUATION FUNDS/INVESTMENT ALTERNATIVES?

A listing of Valuation Funds is provided in the Plan Highlights, with a brief
description of the investment objective for each of the Funds. You may also wish
to read the prospectus.

9. MAY I CHANGE MY VALUATION FUND ALLOCATIONS?

Yes, you may change your Valuation Fund allocations as of the end of any
calendar quarter. Such a change will apply to existing Account balances only, it
will not change the Valuation Fund allocation of your current year's deferrals.

Changes must be on forms available from and then submitted to Human Resources'
Compensation Manager prior to the effective date of change (i.e., before the end
of the calendar quarter).

10. WHEN DO I VEST UNDER THE PROGRAM?

You are 100% vested on your deferrals and any investment gains or losses
credited on such deferrals.

11. WHAT INFORMATION WILL I RECEIVE ABOUT MY PLAN ACCOUNT BALANCE?

You will receive periodic benefit statements summarizing the activity in your
account.


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12. WHAT ACCOUNT DISTRIBUTION OPTIONS ARE AVAILABLE UNDER THE PLAN?

Options for distributions include planned distributions (such as for college
expenses); retirement; termination or hardship withdrawal. All Plan
distributions are reportable as ordinary, taxable income in the calendar year
paid.
13. ARE DISTRIBUTIONS TAXABLE?

Under current tax laws, all distributions from the Plan are subject to ordinary
income tax in the year paid. Accordingly, the Company will be required to
withhold a portion of the distribution for income taxes payable. Since the DCP
is a non-qualified plan, no distributions are eligible for an IRA rollover or 5-
or 10-year forward averaging. Also, distributions are not subject to any excise
tax or an early distribution penalty.

14. WHO IS OBLIGATED TO PAY PLAN BENEFITS?

ON SEMICONDUCTOR is obligated to pay all Plan benefits. Participants and their
beneficiaries have no interest in or rights to any Plan or Company assets to
cover DCP benefit liabilities.

15. MAY I CHANGE MY BENEFICIARY?

Yes, you may change your designated beneficiary (ies) at any time by filing a
new Beneficiary Designation Form. Please contact ON SEMICONDUCTOR'S Compensation
Manager to obtain a Form.

16. WHAT EFFECT DO DEFERRALS HAVE ON OTHER COMPANY BENEFITS?

Deferrals under the DCP generally will not impact your other Company benefit
programs.

17. MUST I BE INSURABLE TO PARTICIPATE IN THE DCP?

No, your insurability does not affect your eligibility or benefits under the
DCP. In the future, the Company may ask you to participate in an insurance
program to informally fund Plan benefit liabilities, but your health status will
have no impact on your Plan benefits.

18. COULD THE DCP BE AMENDED OR TERMINATED?

Yes, the Company reserves the right to amend or terminate the DCP at any time.
In the event of Plan termination, Account balances (you are 100% vested) will
generally be paid in a lump sum. All Plan distributions are reportable as
taxable income.

19. WHEN WILL THE FIRST DEDUCTIONS COME OUT OF MY PAYCHECK?

During the first year, 2000, deductions will begin as soon as administratively
feasible.



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                                ON SEMICONDUCTOR
                           DEFERRED COMPENSATION PLAN


                               PURPOSE OF THE PLAN

The purpose of the OnSemiconductor Deferred Compensation Plan ("DCP") is to
provide OnSemiconductor executives an opportunity to accumulate and manage a
portion of her/his compensation on a tax-deferred basis.

The program includes several important features:

-        The opportunity to defer up to 25% of base compensation and up to 100%
         of annual incentive compensation up to a maximum of $250,000 per year;

-        Several pay-out options, including a "planned" pay-out option to help
         participants save for college costs or other shorter-term savings
         needs.

-        Gains or losses are tracked against certain outside investment
         instruments prescribed under the plan.

The DCP is an unfunded plan under the Employee Retirement Income Security Act
and is maintained primarily for the purpose of providing the opportunity to
defer compensation for a select group of management or highly compensated
employees.

PARTICIPATION
You are eligible to participate in this program if you are a full-time regular
employee on the U.S. payroll, are in an exempt position at a grade level of E-14
or above, and have a base salary of $125,000 or more.

Participation in the DCP is voluntary. Should you choose to participate, the
Company's obligation to you is the same as its obligation to an unsecured
general creditor.

DEFINITIONS
ACCOUNT BALANCE: The value of all DCP Accounts. Balances may be communicated to
participants quarterly.

ADMINISTRATOR: The Executive Council shall from time to time name a Deferred
Compensation Plan Administrative Committee that will serve as the administrator.

DEFERRED COMPENSATION PROGRAM ("DCP"): A program that allows participants to
defer pre-tax compensation and accumulate tax-deferred earnings. This program is
not qualified under section 401(a) of the Internal Revenue Code.

HARDSHIP WITHDRAWAL: A distribution from the DCP because of a Participant's
unforeseen financial hardship, as determined by the Plan Administrator.


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IN-SERVICE DISTRIBUTION: A distribution made in a specified year, which may be
made before retirement or termination. Such distributions must be deferred for a
minimum of four full calendar years and must be elected at the same time as the
decision to defer. (For instance, if a participant plans to pay college expenses
for a child at a certain date, such date to begin receiving the distribution
must be declared at the time of the decision to defer.)

DCP ACCOUNT: An accounting record, maintained for each participant, valued in
accordance with any gains or losses on the deferred amounts in the DCP Account.
Account balances may be reported to Participants on a quarterly basis.

PARTICIPANT: An eligible employee with a DCP Account.

RETIREMENT AGE: Age 55 or later.


HOW THE PROGRAM WORKS

You may elect to defer up to 25% of base compensation and up to 100% of annual
incentive compensation up to a maximum of $250,000, per year. Each year you will
have the opportunity to decide what compensation you wish to defer.

Amounts deferred are not subject to taxes at the time of deferral. While
deferrals into the DCP are not subject to federal income taxes, they are,
however, subject to FICA/Social Security withholding: For the old-age insurance
portion of Social Security (i.e., pension benefits), deferrals into the DCP are
not subject to withholding if your annual, taxable compensation is greater than
the Wage Base $76,200 for 2000 (Wage Base for 2001 not yet available).

For the Health Insurance portion of Social Security (i.e., Medicare), there is
no "cap" on compensation for withholding tax purposes, and all deferrals into
the DCP are subject to Withholding (the payroll/withholding tax rate is 1.45% of
amounts deferred). Your contribution to the DCP will be credited to a DCP
Account in your name.

It is anticipated that investment options will track such investment instruments
as the S&P 500, the Prime Rate, and Lehman Brothers Aggregate Bond Index Fund.
The value of the DCP account is not protected against loss.

Your DCP Account will accumulate on a tax-deferred basis, and will be
distributed at:
-        a planned withdrawal;
-        retirement;
-        termination;
-        hardship withdrawal; or
-        death

YOUR CONTRIBUTIONS

-        Annual Compensation: You may defer up to 25% of base compensation and
         up to 100% of annual incentive compensation up to a maximum of
         $250,000. During the first year, 2000, payroll deductions will begin as
         soon as administratively feasible.

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THE VALUE OF THE DCP ACCOUNT IS NOT PROTECTED AGAINST LOSS.

ACCOUNT BALANCE REPORTING
You will receive periodic account balance statements. This statement will
contain information regarding your account balance including any gains or loses
during the period.

WHEN YOU MUST ENROLL

You must make your elections for deferrals before December 31 in each calendar
year for the plan year beginning a year from the following January (for example,
before December 31, 2002 for plan year beginning January 1, 2004). IN THE FIRST
PLAN YEAR, YOU MAY MAKE THE ELECTIONS BEFORE DECEMBER 31, 1999 FOR THE PLAN YEAR
BEGINNING JANUARY 1, 2000, and BEFORE JANUARY 31, 2000 FOR THE PLAN YEAR
BEGINNING JANUARY 1, 2001.

DISTRIBUTION ELECTIONS

SALARY AND ANNUAL INCENTIVE ELECTION

If you elect to defer Annual Compensation amounts, you must elect when you want
that year's deferred amount (net of related gains or losses) distributed to you.
DISTRIBUTION OF YOUR ACCOUNT
DISTRIBUTION CHOICES

The following distribution options are available for your contributions:

-        planned distributions,

-        retirement,

-        termination, or

-        hardship withdrawal.

If your Account Balance is less than $100,000 at the time of valuation for
distribution, it will be paid in a lump sum.



PLANNED DISTRIBUTIONS

You may receive a distribution prior to retirement or termination only if you
have made a Planned Distribution Election at the time you made the deferral
election. The deferral period for a Planned Distribution must be at least four
full calendar years, and the distribution may be received over a maximum of five
annual installments. If you select a Planned Distribution, it is irrevocable.


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For example:

If you deferred $10,000 for calendar year 2001, you can receive the $10,000, net
of related gains or losses, from your account in calendar year 2004 in up to
five installments during that year. You must have selected this payment option
when you deferred the compensation in 2000. If you select a Planned Distribution
it is irrevocable.

RETIREMENT DISTRIBUTIONS

You may receive your retirement distribution in:

-        One Lump Sum; or

-        Over 15 Years, in annual installments up to the age of 70.

TERMINATION

If you terminate your employment before age 55, you will receive your total
account balance in a lump sum payment. If you have elected In-service
distributions and your employment terminates prior to age 55, any remaining
amounts due you will be paid out in a lump sum.

If your employment is terminated as a result of a reduction in force or
elimination of your current position, the payment option you selected in the
event of Retirement will be honored.

HARDSHIP WITHDRAWAL

The Administrator may waive or modify any deferral commitment upon finding that
a participant has suffered a severe, unforeseen financial hardship.

The Administrator may authorize a distribution from a Participant's Account
balance in order to relieve such financial hardship when the Participant does
not have funds reasonably available from other sources. The amount of the
hardship distribution is limited to the amount needed to meet the hardship.


DEATH BENEFITS

If you should die, either before or after your retirement or termination of
employment, your entire Account Balance will be paid as follows:

-        If your beneficiary is your spouse and you filed a distribution
         election in the event of death, payments will be made in accordance
         with that election.

-        If your beneficiary is your spouse and you did not file a distribution
         election in the event of death, payments will be made in accordance
         with your retirement distribution election.

-        If your beneficiary is not your spouse, payment will be made in one
         lump sum.


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DISABILITY

If you become permanently and totally disabled and are eligible for Long-Term
Disability benefits, your Account distribution will be made as if you had
retired as of the date you become eligible for Long-Term Disability benefits.



FAILURE TO MAKE A VALID ELECTION

If you retire or die without having made a valid election prior to such event,
your account balance will be paid in a lump sum payment.



OTHER PROVISIONS

FICA

FICA TAXES (MEDICARE AND SOCIAL SECURITY) MUST BE PAID IN THE YEAR OF DEFERRAL
ON ANY DEFERRED COMPENSATION. DEDUCTIONS FOR FICA TAXES MUST BE TAKEN FROM YOUR
REGULAR UNDEFERRED CASH COMPENSATION.

PLAN INTERPRETATION

The Administrator has the authority and responsibility to interpret and construe
the DCP and to decide all questions arising thereunder, including without
limitation, questions of eligibility for participation, eligibility for
benefits, DCP Account balances and timing of the distribution thereof, and has
the authority to deviate from the literal terms of the DCP to the extent the
Administrator determines necessary or appropriate to operate the DCP in
compliance with the provisions of the applicable laws.

CHANGE IN CONTROL

A "Change in Control" means the merger or consolidation of the Company with or
into another corporation as the result of which the Company is not the
continuing or surviving corporation; the sale or other disposition of all or
substantially all of the assets of the Company (including the exchange of such
assets for the securities of another corporation); the acquisition by another
person of 80% or more of the Company's then outstanding shares of voting stock
or the recapitalization, reclassification, liquidation, or dissolution of the
Company; or other transaction involving the Company pursuant to which the common
stock of the Company would be converted into cash, securities or other property.

Subsequent to a Change in Control, the Company shall pay over and deliver to the
trustee (if the Company has established a trust for this Plan prior to the
Change in Control) or to each Participant an amount equal to the value of

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each Participant's DCP Accounts within 30 days after the end of the calendar
quarter in which the Change in Control occurs.

CLAIM PROCEDURES

ON Semiconductor and participant agree that they shall attempt to settle any
claim or controversy arising out of this DCP arrangement through consultation
and negotiation in the spirit of mutual friendship and cooperation. If any such
attempt shall fail, then the dispute shall first be submitted to a mutually
acceptable neutral advisor for initial fact finding and mediation. Neither party
shall unreasonably withhold acceptance of such an advisor, and selection of such
an advisor shall be made within forth-five (45) days after written notice by
either party for such fact finding and mediation. The cost of such fact-finding
and mediation, and of any other subsequent alternative dispute resolution agreed
upon by the parties, shall be shared equally by ON Semiconductor and the
participant. Any dispute which the parties cannot so resolve between themselves
in good faith within six (6) months of the date of the initial demand by either
party for such fact finding shall be finally determined by a court within the
state of Arizona.

CONDITION OF PAYMENT

A participant who is discharged for gross misconduct forfeits his/her right to
receive any gains received on the DCP Account and assumes responsibility for any
associated losses. Payment will be made to such Participant in a Lump Sum.

VALUE FLUCTUATION

As with other investment programs, the Deferred Compensation Program is subject
to the same fluctuations that exist in other financial investment programs.


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ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN
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ENROLLMENT INSTRUCTIONS

Forms for enrollment in the DCP are in this packet.

1) DEFERRAL COMMITMENT

WHO SHOULD COMPLETE                All employees eligible to participate in the
                                   DCP.

DESCRIPTION                        This form is used to specify how much you
                                   would like to defer--or to decline
                                   participation in the Plan.

INSTRUCTIONS                       Election to Defer: Specify how much of your
                                   salary or bonus compensation you would like
                                   to defer (a percent or dollar amount), and
                                   indicate how you would like your deferrals
                                   allocated. During the first year, 2000,
                                   payroll deductions will begin as soon as
                                   administratively feasible.

                                   Should you choose not to defer: You must
                                   initial in the space provided, to confirm
                                   your election not to participate in the Plan,
                                   and sign and date the Deferral Agreement at
                                   the bottom on the last page.

                                   IF YOU WISH TO PARTICIPATE IN 2000, PLEASE
                                   RETURN COMPLETED FORMS BY DECEMBER 31, 1999
                                   TO HUMAN RESOURCES' COMPENSATION MANAGER IN
                                   THE ENVELOPE PROVIDED. IF YOU WISH TO
                                   PARTICIPATE IN 2001, PLEASE RETURN COMPLETED
                                   FORMS BY JANUARY 31, 2000.

2) DISTRIBUTION ELECTION

WHO SHOULD COMPLETE                All employees eligible to participate in the
                                   DCP.

DESCRIPTION                        This form is used to specify how you would
                                   like your Account balances to be distributed.

INSTRUCTIONS                       For you to allocate deferrals, specify the
                                   benefit commencement date and distribution
                                   option (lump sum or annual installments), as
                                   applicable. For instance, if you plan to use
                                   some of your deferrals in a specific year (as
                                   a child enters college, for instance) be sure
                                   to indicate the year you wish to begin
                                   receiving payments.


                                                                              17
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<PAGE>

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                                   Remember:
                                   If your beneficiary is your spouse and you
                                   filed a distribution election in the event of
                                   death, payments will be made in accordance
                                   with that election. If your beneficiary is
                                   your spouse and you did not file a
                                   distribution election in the event of death,
                                   payments will be made in accordance with your
                                   retirement distribution election. If your
                                   beneficiary is not your spouse, payment will
                                   be made in one lump sum.

                                   Please sign, date, include your Social
                                   Security Number, and return by December 31,
                                   1999 to Human Resources' Compensation Manager
                                   using the enclosed envelop.


3) ALLOCATION FORM

WHO SHOULD COMPLETE                All eligible employees who elect to defer
                                   compensation into the DCP.

DESCRIPTION                        This form is used to specify how you wish to
                                   allocate your deferrals among the optional
                                   Valuation Funds which are used to determine
                                   the investment gains or losses that will be
                                   credited to your DCP Account balances.

INSTRUCTIONS                       Please note that your allocations can only be
                                   made in whole percentages, and must add to
                                   100%.

                                   Please sign, date, include your Social
                                   Security Number, and return by December 31,
                                   1999 to Human Resources' Compensation Manager
                                   using the enclosed envelope.


4) BENEFICIARY DESIGNATION

WHO SHOULD COMPLETE                All eligible employees who elect to defer
                                   compensation into the DCP.

DESCRIPTION                        This form is used to specify your beneficiary
                                   designation in the event of your death while
                                   you have an Account balance in the DCP.


                                                                              18
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<PAGE>

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                                                             DEFERRAL COMMITMENT
ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN

AS AN EMPLOYEE ELIGIBLE TO PARTICIPATE IN THE DEFERRED COMPENSATION PLAN, I
HEREBY ELECT TO DEFER COMPENSATION AS SET FORTH BELOW IN ACCORDANCE WITH AND
SUBJECT TO ALL PROVISIONS OF THE PLAN. THE EMPLOYER AGREES TO TREAT THE
COMPENSATION DEFERRAL ACCORDING TO THE TERMS AND CONDITIONS OF THE PLAN AND THIS
COMMITMENT.

--------------------------------------------------------------------------------
ELECTION TO DEFER (PLEASE INDICATE THE TYPE AND AMOUNT OF COMPENSATION YOU WISH
TO DEFER.)

SALARY DEFERRAL
_____% OR $_________ OF MY ANNUAL BASE SALARY PAYABLE TO ME DURING _______(STATE
YEAR). SUCH AMOUNTS WILL BE WITHHELD FROM MY PAYCHECKS IN ROUGHLY EQUAL AMOUNTS
OVER THE YEAR AND WILL BE ALLOCATED TO THE FOLLOWING ACCOUNTS (YOU MAY SELECT
ANY COMBINATION YOU WISH BUT THE ALLOCATIONS MUST BE IN WHOLE PERCENTAGES AND
ADD TO 100%). DURING THE FIRST YEAR, 2000, PAYROLL DEDUCTIONS WILL BEGIN AS SOON
AS ADMINISTRATIVELY FEASIBLE.

BONUS DEFERRAL
_____% OR $_________ OF MY ANNUAL BONUS AND/OR ANNUAL INCENTIVE COMPENSATION
PAYABLE TO ME DURING ________(STATE YEAR). SUCH AMOUNTS WILL BE WITHHELD AT THE
TIME THE BONUS AND/OR ANNUAL INCENTIVE COMPENSATION WOULD HAVE BEEN PAYABLE TO
ME AND ALLOCATED TO MY ACCOUNTS.

SHOULD YOU CHOOSE NOT TO DEFER: PLEASE INDICATE YOUR CHOICE NOT TO PARTICIPATE
IN THE PLAN BY INITIALING THIS FORM HERE [____________] AND SIGN AND DATE BELOW.
--------------------------------------------------------------------------------

I acknowledge that the amount of my deferral will be credited to a bookkeeping
Account, and that I will be an unsecured general creditor of the Company to the
extent of the value of my Plan Account(s). I understand that my total deferral
for any one calendar year cannot exceed $250,000, and that any amounts deferred
in excess of $250,000 will be returned to me as if I had not made such a
deferral.

By my signature, I acknowledge that I have received a copy of the Plan document
(or have had one made available to me), and I understand that all provisions of
the Plan are incorporated by reference in this Deferral Commitment, including
but not limited to the ability of the Employer to terminate this Plan in its
sole discretion.


-----------------------------------         -------------------------
Name (print)                                Social Security Number

-----------------------------------         -------------------------
Signature                                   Date


                                                                              19
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<PAGE>

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                                                                 ALLOCATION FORM
                                                           (investment election)

ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN

I HEREBY REQUEST THAT MY FUTURE DEFERRALS TO PLAN ACCOUNTS BE DEEMED TO BE
ALLOCATED AMONG THE VALUATION FUNDS AS I HAVE INDICATED BELOW. I UNDERSTAND THAT
THE VALUATION FUNDS WILL BE USED SOLELY TO DETERMINE THE INVESTMENT GAINS OR
LOSSES THAT WILL BE RECORDED IN MY PLAN ACCOUNTS. I FURTHER UNDERSTAND THAT I AM
AN UNSECURED, GENERAL CREDITOR OF THE COMPANY TO THE EXTENT OF THE VALUE OF MY
PLAN ACCOUNTS AND THAT I HAVE NO RIGHTS TO ANY SPECIFIC ASSETS OF THE PLAN OR
THE COMPANY.

PLEASE NOTE THAT YOUR ALLOCATIONS CAN ONLY BE MADE IN WHOLE PERCENTAGES AND MUST
ADD TO 100% FOR YOUR ACCOUNTS.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

               VALUATION FUNDS                          PLAN ACCOUNTS
               ---------------                          -------------
---------------------------------------------- ---------------------------------
<S>                                            <C>
                  S & P 500
---------------------------------------------- ---------------------------------
                 Prime Rate
---------------------------------------------- ---------------------------------
  Lehman Brothers Aggregate Bond Index Fund
---------------------------------------------- ---------------------------------
                   TOTALS                                    100%


PARTICIPANT:

Name (Print) __________________________

Signature: ____________________________

Social Security Number: _______________

Date: _________________________________

--------------------------------------------------------------------------------
</TABLE>


                                                                              20
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<PAGE>

--------------------------------------------------------------------------------

                                                           DISTRIBUTION ELECTION
ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN

AS AN EMPLOYEE ELIGIBLE TO PARTICIPATE IN THE DEFERRED COMPENSATION PLAN, I
HEREBY ELECT TO HAVE MY ACCOUNT BALANCE(S) DISTRIBUTED AS I HAVE INDICATED
BELOW.

1. DISTRIBUTION ELECTION (PLEASE INDICATE RETIREMENT OR IN-SERVICE OR BOTH AS
APPROPRIATE.)This Distribution Election will remain in effect for the payment of
existing Account balances unless a NEW Distribution Election Form is submitted,
signed and dated more than 12 months prior to the effective payment date for
which you wish to make a change.

RETIREMENT (Please select the FORM of payment)

TIMING:  PAYMENT(S) COMMENCE AUTOMATICALLY IN JANUARY FOLLOWING YOUR RETIREMENT.
FORM:    _____ LUMP SUM, OR
         _____ ANNUAL INSTALLMENTS OVER ______ YEARS (MAXIMUM OF 15 YEARS OR AGE
               70).

IN-SERVICE (Please select the TIME and FORM of payment)

TIMING:  PAYMENT(S) COMMENCE ON ______________ (SPECIFY MONTH AND YEAR DATE)
FORM:    _____ LUMP SUM, OR
         _____ ANNUAL INSTALLMENTS OVER ______ YEARS (MUST BE OVER AT LEAST
               FOUR (4) FULL CALENDER YEARS WITH A MAXIMUM OF 10 YEARS; A
               MAXIMUM OF 5 INSTALLMENTS ANNUALLY).

2. IN THE EVENT OF DEATH (PLEASE INDICATE THE DISTRIBUTION IN THE EVENT OF
DEATH.) In the event of my death during active employment or during retirement,
but before my Account balances have been paid out in full, I hereby elect to
have any remaining balances from all Accounts paid in the following manner:

_____ LUMP SUM TO SPOUSE BENEFICIARY, OR
_____ ANNUAL INSTALLMENTS OVER ______ YEARS TO SPOUSE BENEFICIARY (MAXIMUM OF 10
OR UNTIL AGE 70 OF SPOUSE BENEFICIARY).

IF YOUR BENEFICIARY IS NOT YOUR SPOUSE, PAYMENT WILL BE MADE IN ONE LUMP SUM.


-----------------------------------         -------------------------
Name (print)                                Social Security Number


-----------------------------------         -------------------------
Signature                                   Date


                                                                              21
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<PAGE>

--------------------------------------------------------------------------------

                                                         BENEFICIARY DESIGNATION

ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN

I hereby designate the following as my designated beneficiary(ies) of my Account
balance(s) in the Deferred Compensation Plan and revoke any prior beneficiary
designations.

Please be sure to specify the relationship of each beneficiary and the
percentage of the total distribution each beneficiary is to receive. Please note
that benefit payments shall be made in accordance with your distribution
election in the Deferral Commitment.

PRIMARY BENEFICIARY(IES):

Name/Relationship: _____________________________________________________________
Address: _______________________________________________________________________
Phone #: _______________________________________________________________________
Social Security Number: ________________________________________________________

Name/Relationship: _____________________________________________________________
Address: _______________________________________________________________________
Phone #: _______________________________________________________________________
Social Security Number: ________________________________________________________

CONTINGENT BENEFICIARY(IES):

Name/Relationship: _____________________________________________________________
Address: _______________________________________________________________________
Phone #: _______________________________________________________________________
Social Security Number: ________________________________________________________

(Use additional forms if more beneficiaries are to be listed.)


PARTICIPANT:

Name (Print) _______________________________

Signature: _________________________________

Social Security Number: ____________________

Date: ______________________________________


                                                                              22
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<PAGE>

                                                             DEFERRAL COMMITMENT
ON SEMICONDUCTOR
DEFERRED COMPENSATION PLAN

AS AN EMPLOYEE ELIGIBLE TO PARTICIPATE IN THE DEFERRED COMPENSATION PLAN, I
HEREBY ELECT TO DEFER COMPENSATION AS SET FORTH BELOW IN ACCORDANCE WITH AND
SUBJECT TO ALL PROVISIONS OF THE PLAN. THE EMPLOYER AGREES TO TREAT THE
COMPENSATION DEFERRAL ACCORDING TO THE TERMS AND CONDITIONS OF THE PLAN AND THIS
COMMITMENT.

--------------------------------------------------------------------------------
ELECTION TO DEFER (PLEASE INDICATE THE TYPE AND AMOUNT OF COMPENSATION YOU WISH
TO DEFER.)

SALARY DEFERRAL
_____% OR $_________ OF MY ANNUAL BASE SALARY PAYABLE TO ME DURING _______(STATE
YEAR). SUCH AMOUNTS WILL BE WITHHELD FROM MY PAYCHECKS IN ROUGHLY EQUAL AMOUNTS
OVER THE YEAR AND WILL BE ALLOCATED TO THE FOLLOWING ACCOUNTS (YOU MAY SELECT
ANY COMBINATION YOU WISH BUT THE ALLOCATIONS MUST BE IN WHOLE PERCENTAGES AND
ADD TO 100%). DURING THE FIRST YEAR, 2000, PAYROLL DEDUCTIONS WILL BEGIN AS SOON
AS ADMINISTRATIVELY FEASIBLE.

BONUS DEFERRAL
_____% OR $_________ OF MY ANNUAL BONUS AND/OR ANNUAL INCENTIVE COMPENSATION
PAYABLE TO ME DURING ________(STATE YEAR) . SUCH AMOUNTS WILL BE WITHHELD AT THE
TIME THE BONUS AND/OR ANNUAL INCENTIVE COMPENSATION WOULD HAVE BEEN PAYABLE TO
ME AND ALLOCATED TO MY ACCOUNTS.

SHOULD YOU CHOOSE NOT TO DEFER: PLEASE INDICATE YOUR CHOICE NOT TO PARTICIPATE
IN THE PLAN BY INITIALING THIS FORM HERE [____________] AND SIGN AND DATE BELOW.
--------------------------------------------------------------------------------

I acknowledge that the amount of my deferral will be credited to a bookkeeping
Account, and that I will be an unsecured general creditor of the Company to the
extent of the value of my Plan Account(s). I understand that my total deferral
for any one calendar year cannot exceed $250,000, and that any amounts deferred
in excess of $250,000 will be returned to me as if I had not made such a
deferral.

By my signature, I acknowledge that I have received a copy of the Plan document
(or have had one made available to me), and I understand that all provisions of
the Plan are incorporated by reference in this Deferral Commitment, including
but not limited to the ability of the Employer to terminate this Plan in its
sole discretion.


-----------------------------------         -------------------------
Name (print)                                Social Security Number


-----------------------------------         -------------------------
Signature                                   Date


                                                                              23
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