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                                                                   EXHIBIT 10.29

                                 PROMISSORY NOTE

$235,038.00                                                  July 23, 2002

      FOR VALUE RECEIVED, and intending to be legally bound, the undersigned,
John M. Watkins, Jr. ("Borrower"), hereby promises to pay to the order of
Fairchild Semiconductor Corporation, a Delaware corporation ("Lender"), the
principal sum of Two Hundred Thirty-five Thousand Thirty-eight Dollars
($235,038.00), plus accrued interest in accordance herewith, on the second
anniversary of the date hereof (or on the first business day thereafter if such
anniversary is not a business day), and otherwise agrees as follows:

1.    Acceleration. If Borrower's employment with Lender is terminated for any
      reason, then the unpaid principal balance of this Note shall be
      immediately due and payable together with all accrued and unpaid interest
      up to and including the date of such repayment, and Lender shall thereupon
      have all rights and remedies available to Lender at law or in equity to
      collect the unpaid indebtedness evidenced hereby.

2.    Voluntary Prepayment. Borrower may repay the indebtedness evidenced
      hereby, together with accrued and unpaid interest to the date of
      repayment, at any time without premium or penalty. Any such prepayment
      shall be applied, first, to the payment of accrued interest and, second,
      to the payment of principal due hereunder.

3.    Waiver. Borrower hereby waives protest, demand, notice of nonpayment and
      all other notices in connection with the delivery, acceptance, performance
      or enforcement of this Note. Any failure or delay of Lender to exercise
      any right hereunder shall not be construed as a waiver of the right to
      exercise the same or any other right at any other time or times. The
      waiver by holder of a breach or default of any provision of this Note
      shall not operate or be construed as a waiver of any subsequent breach or
      default thereof. Borrower agrees to reimburse Lender for all expenses,
      including reasonable attorneys' fees, incurred by Lender to enforce the
      provisions of this Note and collect Borrower's obligations hereunder.

4.    Interest. This Note shall bear interest at a rate of 4.750% per year,
      compounding annually, from the date hereof until repaid in full. Interest
      shall be calculated on the basis of a 360-day year.

5.    Prior Loans; Entire Agreement. This Note, together with another promissory
      note dated the date hereof in the principal amount of $529,782, and the
      indebtedness evidenced hereby and thereby, supersede all prior notes made
      by Borrower to Lender, all indebtedness previously extended by Lender to
      Borrower and all prior agreements, oral or written, between Borrower and
      Lender regarding any indebtedness of Borrower to Lender.

6.    Binding Effect. This Note shall be binding upon the successors and assigns
      of the Borrower and shall inure to the benefit of the successors and
      assigns of the Lender.

7.    Governing Law. This Note shall be deemed a contract under, and shall be
      governed and construed in accordance with, the laws of the State of Maine,
      without giving effect to principles of conflicts of laws.

            IN WITNESS WHEREOF, the Borrower has executed this Note as of the
            date first written above.


                                        /s/ John M. Watkins, Jr.
                                        ----------------------------------------
                                        John M. Watkins, Jr.

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[The company and Mr. Watkins agreed that the indebtedness evidenced by the
following note will be forgiven, together with accrued interest to the date of
forgiveness, if Mr. Watkins remains employed by the company on July 23, 2004.
The company has agreed to pay any income taxes associated with such
forgiveness.]

                                 PROMISSORY NOTE

$529,782.00                                                  July 23, 2002

      FOR VALUE RECEIVED, and intending to be legally bound, the undersigned,
John M. Watkins, Jr. ("Borrower"), hereby promises to pay to the order of
Fairchild Semiconductor Corporation, a Delaware corporation ("Lender"), the
principal sum of Five Hundred Twenty-nine Thousand Seven Hundred Eighty-two
Dollars ($529,782.00), plus accrued interest in accordance herewith, on the
second anniversary of the date hereof (or on the first business day thereafter
if such anniversary is not a business day), and otherwise agrees as follows:

8.    Acceleration. If Borrower's employment with Lender is terminated for any
      reason, then the unpaid principal balance of this Note shall be
      immediately due and payable together with all accrued and unpaid interest
      up to and including the date of such repayment, and Lender shall thereupon
      have all rights and remedies available to Lender at law or in equity to
      collect the unpaid indebtedness evidenced hereby.

9.    Mandatory Prepayment. Borrower shall give Lender at least five business
      days' written notice of any sale or other transfer by Borrower of any
      restricted shares of Lender's Class A Common Stock awarded to Borrower in
      connection with his employment with Lender and, at Lender's option,
      Borrower shall, substantially simultaneously with the settlement of such
      sale, apply any cash proceeds of such sale or transfer to the repayment of
      the indebtedness evidenced hereby. Such prepayment shall be applied,
      first, to the payment of accrued interest and, second, to the payment of
      principal due hereunder.

10.   Voluntary Prepayment. Borrower may repay the indebtedness evidenced
      hereby, together with accrued and unpaid interest to the date of
      repayment, at any time without premium or penalty. Any such prepayment
      shall be applied, first, to the payment of accrued interest and, second,
      to the payment of principal due hereunder.

11.   Waiver. Borrower hereby waives protest, demand, notice of nonpayment and
      all other notices in connection with the delivery, acceptance, performance
      or enforcement of this Note. Any failure or delay of Lender to exercise
      any right hereunder shall not be construed as a waiver of the right to
      exercise the same or any other right at any other time or times. The
      waiver by holder of a breach or default of any provision of this Note
      shall not operate or be construed as a waiver of any subsequent breach or
      default thereof. Borrower agrees to reimburse Lender for all expenses,
      including reasonable attorneys' fees, incurred by Lender to enforce the
      provisions of this Note and collect Borrower's obligations hereunder.

12.   Interest. This Note shall bear interest at a rate of 4.750% per year,
      compounding annually, from the date hereof until repaid in full. Interest
      shall be calculated on the basis of a 360-day year.

13.   Prior Loans; Entire Agreement. This Note, together with another promissory
      note dated the date hereof in the principal amount of $235,038, and the
      indebtedness evidenced hereby and thereby, supersede all prior notes made
      by Borrower to Lender, all indebtedness previously extended by Lender to
      Borrower and all prior agreements, oral or written, between Borrower and
      Lender regarding any indebtedness of Borrower to Lender.

14.   Binding Effect. This Note shall be binding upon the successors and assigns
      of the Borrower and shall inure to the benefit of the successors and
      assigns of the Lender.

15.   Governing Law. This Note shall be deemed a contract under, and shall be
      governed and construed in accordance with, the laws of the State of Maine,
      without giving effect to principles of conflicts of laws.

            IN WITNESS WHEREOF, the Borrower has executed this Note as of the
            date first written above.


                                        /s/ John M. Watkins, Jr.
                                        ----------------------------------------
                                        John M. Watkins, Jr.