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                                                                   EXHIBIT 10.25

(FAIRCHILD SEMICONDUCTOR(R) LOGO)

                                     FAIRCHILD SEMICONDUCTOR STOCK PLAN
                                     NON-QUALIFIED STOCK OPTION AGREEMENT

This is a Non-Qualified Stock Option Agreement under the Fairchild Semiconductor
Stock Plan, dated APRIL 28, 2003 (the Grant Date) between Fairchild
Semiconductor International, Inc. (the Company) and IZAK BENCUYA, a regular
salaried employee of the Company or one of its subsidiaries (you or the
Optionee).

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OPTION GRANT;     The Company grants you the option to purchase up to 35,000
EXERCISE PRICE    shares of the Company's Common Stock at an exercise price of
                  $11.50 per share. This option grant is subject to the terms of
                  the Fairchild Semiconductor Stock Plan and to the terms of
                  this agreement. If there is a conflict between the terms of
                  this agreement and those of the Plan, the terms of the Plan
                  will govern. Capitalized terms not defined in this agreement
                  are defined in the Plan.

OPTION TERM;      The term of your option is 8 years and one day from the Grant
VESTING           Date. Your option terminates at the end of the term and cannot
                  be exercised after the term. You can exercise your option only
                  to the extent it has vested. Your option will vest in
                  increments, as follows:

                                                           Percentage Vested
                                                        (including portion that
                  Vesting Date                        vested the preceding year)
                  ------------                        --------------------------
                  1st Anniversary of Grant Date....               25%
                  2nd Anniversary of Grant Date....               50%
                  3rd Anniversary of Grant Date....               75%
                  4th Anniversary of Grant Date....              100%

TERMINATION OF    You must remain an employee of the Company or an Affiliate to
EMPLOYMENT        be able to exercise your option, except as follows:

                  Retirement, Disability or death. If your employment terminates
                  because of your Retirement or Disability (as those terms are
                  defined in the Plan) or your death, then you (or your estate)
                  will have five years from your termination date to exercise
                  your option, unless the option term ends earlier, in which
                  case you (or your estate) will have until the end of the term
                  to exercise. In addition, if your employment terminates
                  because of your Retirement or Disability and you die within
                  the five-year exercise period, your estate will have at least
                  one year after your death to exercise, unless the option term
                  ends earlier, in which case your estate will have until the
                  end of the term to exercise.

                  Termination by the Company. If your employment is terminated
                  for Cause (as defined in the Plan), all options will be
                  terminated, whether or not vested, and you may have to repay
                  any gains on prior exercised options. See Sections 5(l) and 12
                  of the Plan. If your employment is terminated by the Company
                  not for Cause and not as a result of your Retirement,
                  Disability or death, then you (or your estate) will have 90
                  days from your termination date to exercise your option,
                  unless the option term ends earlier, in which case you (or
                  your estate) will have until the end of the term to exercise.

                  All other cases. If your employment terminates because you
                  quit, or for any other reason other than those stated above,
                  you (or your estate, if you die within the period) will have
                  30 days from your termination date to exercise your option,
                  unless the option term ends earlier, in which case you (or
                  your estate) will have until the end of the term to exercise.

                  Regardless of the cause of your termination, you (or your
                  estate) can exercise your option only to the extent it is
                  vested on your termination date.

NON-              Your option is not transferable except by will or the laws of
TRANSFERABILITY   descent and distribution. During your lifetime only you can
                  exercise your option. This option shall not be subject to
                  attachment or similar process. Any attempted sale, pledge,
                  assignment, transfer or other disposition of your option
                  contrary to the provisions of this agreement or the Plan, or
                  the levy of any attachment or similar process upon your
                  option, shall be null and void without effect.

SIGNATURES        Your signature and the signature of an authorized officer of
                  the Company below indicate your and the Company's agreement to
                  the terms of this Non-Qualified Stock Option Agreement as of
                  the Grant Date.

                  OPTIONEE:                       FAIRCHILD SEMICONDUCTOR
                                                     INTERNATIONAL, INC.


                  /s/ Izak Bencuya                /s/ Kirk Pond
                  ------------------------------  ------------------------------
                  IZAK BENCUYA M3919              Kirk P. Pond
                                                  Chairman, President and CEO
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<PAGE>
(FAIRCHILD SEMICONDUCTOR(R) LOGO)

                                     FAIRCHILD SEMICONDUCTOR STOCK PLAN
                                     NON-QUALIFIED STOCK OPTION AGREEMENT

This is a Non-Qualified Stock Option Agreement under the Fairchild Semiconductor
Stock Plan, dated APRIL 28, 2003 (the Grant Date) between Fairchild
Semiconductor International, Inc. (the Company) and IZAK BENCUYA, a regular
salaried employee of the Company or one of its subsidiaries (you or the
Optionee).

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<S>               <C>
OPTION GRANT;     The Company grants you the option to purchase up to 100,000
EXERCISE PRICE    shares of the Company's Common Stock at an exercise price of
                  $11.50 per share. This option grant is subject to the terms of
                  the Fairchild Semiconductor Stock Plan and to the terms of
                  this agreement. If there is a conflict between the terms of
                  this agreement and those of the Plan, the terms of the Plan
                  will govern. Capitalized terms not defined in this agreement
                  are defined in the Plan.

OPTION TERM;      The term of your option is 8 years and one day from the Grant
VESTING           Date. Your option terminates at the end of the term and cannot
                  be exercised after the term. You can exercise your option only
                  to the extent it has vested. Your option will vest in
                  increments, as follows:

                                                            Percentage Vested
                                                        (including portion that
                  Vesting Date                        vested the preceding year)
                  ------------                        --------------------------
                  1st Anniversary of Grant Date....               25%
                  2nd Anniversary of Grant Date....               50%
                  3rd Anniversary of Grant Date....               75%
                  4th Anniversary of Grant Date....              100%

TERMINATION OF    You must remain an employee of the Company or an Affiliate to
EMPLOYMENT        be able to exercise your option, except as follows:

                  Retirement, Disability or death. If your employment terminates
                  because of your Retirement or Disability (as those terms are
                  defined in the Plan) or your death, then you (or your estate)
                  will have five years from your termination date to exercise
                  your option, unless the option term ends earlier, in which
                  case you (or your estate) will have until the end of the term
                  to exercise. In addition, if your employment terminates
                  because of your Retirement or Disability and you die within
                  the five-year exercise period, your estate will have at least
                  one year after your death to exercise, unless the option term
                  ends earlier, in which case your estate will have until the
                  end of the term to exercise.

                  Termination by the Company. If your employment is terminated
                  for Cause (as defined in the Plan), all options will be
                  terminated, whether or not vested, and you may have to repay
                  any gains on prior exercised options. See Sections 5(l) and 12
                  of the Plan. If your employment is terminated by the Company
                  not for Cause and not as a result of your Retirement,
                  Disability or death, then you (or your estate) will have 90
                  days from your termination date to exercise your option,
                  unless the option term ends earlier, in which case you (or
                  your estate) will have until the end of the term to exercise.

                  All other cases. If your employment terminates because you
                  quit, or for any other reason other than those stated above,
                  you (or your estate, if you die within the period) will have
                  30 days from your termination date to exercise your option,
                  unless the option term ends earlier, in which case you (or
                  your estate) will have until the end of the term to exercise.

                  Regardless of the cause of your termination, you (or your
                  estate) can exercise your option only to the extent it is
                  vested on your termination date.

NON-              Your option is not transferable except by will or the laws of
TRANSFERABILITY   descent and distribution. During your lifetime only you can
                  exercise your option. This option shall not be subject to
                  attachment or similar process. Any attempted sale, pledge,
                  assignment, transfer or other disposition of your option
                  contrary to the provisions of this agreement or the Plan, or
                  the levy of any attachment or similar process upon your
                  option, shall be null and void without effect.

SIGNATURES        Your signature and the signature of an authorized officer of
                  the Company below indicate your and the Company's agreement to
                  the terms of this Non-Qualified Stock Option Agreement as of
                  the Grant Date.

                  OPTIONEE:                       FAIRCHILD SEMICONDUCTOR
                                                     INTERNATIONAL, INC.


                  /s/ Izak Bencuya                /s/ Kirk Pond
                  ------------------------------  ------------------------------
                  IZAK BENCUYA M3919              Kirk P. Pond
                                                  Chairman, President and CEO
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