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                                                                    Exhibit 4.13


                                                                  EXECUTION COPY


                                  $200,000,000

                       FAIRCHILD SEMICONDUCTOR CORPORATION

          5% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE NOVEMBER 1, 2008

                          REGISTRATION RIGHTS AGREEMENT


                                                                October 31, 2001


Credit Suisse First Boston Corporation
Lehman Brothers Inc.
CIBC World Markets Corp.
Prudential Securities Incorporated
Robertson Stephens, Inc.
c/o   Credit Suisse First Boston Corporation
   Eleven Madison Avenue
   New York, New York 10010-3629

Dear Sirs:

      Fairchild Semiconductor Corporation, a Delaware corporation ("FAIRCHILD"),
proposes to issue and sell to Credit Suisse First Boston Corporation and the
other initial purchasers named in Schedule A to the Purchase Agreement (as
defined below) (collectively, the "INITIAL PURCHASERS"), upon the terms set
forth in a purchase agreement of even date herewith (the "PURCHASE AGREEMENT"),
$200,000,000 aggregate principal amount of its 5% Convertible Senior
Subordinated Notes Due November 1, 2008 (the "NOTES"). The Notes will be
unconditionally guaranteed (the "GUARANTEES") on a senior subordinated basis by
Fairchild Semiconductor International, Inc., a Delaware corporation ("FSC
SEMICONDUCTOR"), and each principal domestic subsidiary of Fairchild (together
with FSC Semiconductor, the "GUARANTORS" and, together with Fairchild, the
"COMPANY"). The Notes will be issued pursuant to an Indenture, dated as of
October 31, 2001 (the "INDENTURE"), among Fairchild, the Guarantors and The Bank
of New York, as trustee (the "TRUSTEE"). Under the terms of the Indenture, the
Notes are convertible at any time prior to maturity, at the option of the
holders, into shares of FSC Semiconductor's class A common stock, par value
$0.01 (the "CONVERSION SHARES" and, together with the Notes, the "SECURITIES"),
at a conversion price of $30.00 per share. As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Company agrees with the
several Initial Purchasers, for the benefit of the holders of the Notes
(including, without limitation, the Initial Purchasers) and Conversion Shares
(collectively the "HOLDERS"), as follows:

      1.  Shelf Registration.

            (a) The Company shall, at its cost, promptly (but in no event more
      than 90 days after the Closing Date (as defined in the Purchase Agreement)
      such 90th day being the "FILING DEADLINE") file with the Securities and
      Exchange Commission (the
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      "COMMISSION") and thereafter use its commercially reasonable efforts to
      cause to be declared effective no later than 180 days after the Closing
      Date (such 180th day being the "EFFECTIVENESS DEADLINE") a registration
      statement (the "REGISTRATION STATEMENT") on an appropriate form under the
      Securities Act of 1933, as amended (the "SECURITIES ACT"), relating to the
      offer and sale of the Transfer Restricted Securities (as defined in
      Section 5 hereof) by the Holders thereof from time to time in accordance
      with the methods of distribution set forth in the Registration Statement
      and Rule 415 under the Securities Act (hereinafter, the "SHELF
      REGISTRATION"); provided, however, that no Holder (other than an Initial
      Purchaser) shall be entitled to have the Securities held by it covered by
      such Registration Statement unless such Holder agrees in writing to be
      bound by all the provisions of this Agreement applicable to such Holder.

            (b) The Company shall use its commercially reasonable efforts to
      keep the Registration Statement continuously effective in order to permit
      the prospectus included therein to be lawfully delivered by the Holders of
      the relevant Securities, until the earliest of (i) two years from the date
      of the Closing Date or (ii) the date when all the Securities covered by
      the Registration Statement have been disposed of pursuant thereto and
      (iii) the date on which all the Securities covered by the Registration
      Statement (other than those held by affiliates of the Company) are
      eligible to be sold to the public pursuant to Rule 144(k) or any successor
      rule thereof without limitations under clauses (c), (e), (f) and (h) of
      Rule 144 under the Securities Act, or any successor provisions thereof (in
      any such case, such period being called the "SHELF REGISTRATION PERIOD").
      The Company shall be deemed not to have used its commercially reasonable
      efforts to keep the Registration Statement effective during the requisite
      period if it voluntarily takes any action that would result in Holders of
      Securities covered thereby not being able to offer and sell such
      Securities during that period, unless (i) such action is required by
      applicable law or (ii) upon the occurrence of any event contemplated by
      Section 2(b)(v) below, such action is taken by the Company in good faith
      and for valid business reasons and the Company thereafter complies with
      the requirements of Section 2(i) hereof.

            (c) Notwithstanding any other provisions of this Agreement to the
      contrary, the Company shall cause the Registration Statement and the
      related prospectus and any amendment or supplement thereto, as of the
      effective date of the Registration Statement, amendment or supplement, (i)
      to comply in all material respects with the applicable requirements of the
      Securities Act and the rules and regulations of the Commission and (ii)
      not to contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary in order to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading.

      2.  Registration Procedures.  In connection with any Shelf Registration
contemplated by Section 1 hereof, the following provisions shall apply:

            (a) The Company shall, at its cost, (i) furnish to each Initial
      Purchaser, prior to the filing thereof with the Commission, a copy of the
      Registration Statement and each amendment thereof and each supplement, if
      any, to the prospectus included therein and, in the event that an Initial
      Purchaser (with respect to any portion of an unsold allotment from the
      original offering) is participating in the Registration Statement, the
      Company


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      shall use its reasonable best efforts to reflect in each such document,
      when so filed with the Commission, such comments as such Initial Purchaser
      reasonably may propose and (ii) include the names of the Holders who
      propose to sell Securities pursuant to the Registration Statement as
      selling securityholders.

            (b) The Company shall give written notice to the Initial Purchasers
      and shall advise the Holders (and confirm such advice in writing if
      requested by the recipient of the advice) (which notice pursuant to
      clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend
      the use of the prospectus until the requisite changes have been made):

                  (i) when the Registration Statement or any amendment thereto
            has been filed with the Commission and when the Registration
            Statement or any post-effective amendment thereto has become
            effective;

                  (ii) of any request by the Commission for amendments or
            supplements to the Registration Statement or the prospectus
            included therein or for additional information;

                  (iii) of the issuance by the Commission of any stop order
            suspending the effectiveness of the Registration Statement or the
            initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company or its legal counsel of any
            notification with respect to the suspension of the qualification of
            the Securities for sale in any jurisdiction or the initiation or
            threatening of any proceeding for such purpose;

                  (v) of the happening of any event that requires the Company to
            make changes in the Registration Statement or the prospectus in
            order that the Registration Statement or the prospectus do not
            contain an untrue statement of a material fact nor omit to state a
            material fact required to be stated therein or necessary to make the
            statements therein (in the case of the prospectus, in light of the
            circumstances under which they were made) not misleading; and

                  (vi) of the occurrence or existence of any pending corporate
            developments, public filings with the SEC or similar events with
            respect to the Company that, in the reasonable judgment of the
            Company, makes it appropriate to suspend the availability of the
            Registration Statement and the related prospectus.

            (c) The Company may suspend the use of the Registration Statement
      and related prospectus for a period not to exceed 90 consecutive days or
      an aggregate of 120 days in any twelve-month period under the
      circumstances described above in Section 2(b)(vi).

            (d) The Company shall make every reasonable effort to obtain the
      withdrawal at the earliest possible time, of any order suspending the
      effectiveness of the Registration Statement.


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            (e) The Company shall furnish to each Holder of Securities included
      within the coverage of the Shelf Registration, without charge, at least
      one copy of the Registration Statement and any post-effective amendment
      thereto, including financial statements and schedules, and, if the Holder
      so requests in writing, all exhibits thereto (including those, if any,
      incorporated by reference).

            (f) The Company shall, during the Shelf Registration Period, deliver
      to each Holder of Securities included within the coverage of the Shelf
      Registration, without charge, as many copies of the prospectus (including
      each preliminary prospectus) included in the Registration Statement and
      any amendment or supplement thereto as such person may reasonably request.
      The Company consents, subject to the provisions of this Agreement, to the
      use of the prospectus or any amendment or supplement thereto by each of
      the selling Holders of the Securities in connection with the offering and
      sale of the Securities covered by the prospectus, or any amendment or
      supplement thereto, included in the Registration Statement.

            (g) Prior to any public offering of the Securities pursuant to any
      Registration Statement, the Company shall register or qualify or cooperate
      with the Holders of the Securities included therein and their respective
      counsel in connection with the registration or qualification of the
      Securities for offer and sale under the securities or "blue sky" laws of
      such states of the United States as any Holder of the Securities
      reasonably requests in writing and do any and all other acts or things
      necessary or advisable to enable the offer and sale in such jurisdictions
      of the Securities covered by such Registration Statement; provided,
      however, that the Company shall not be required to (i) qualify generally
      to do business in any jurisdiction where it is not then so qualified or
      (ii) take any action which would subject it to general service of process
      or to taxation in any jurisdiction where it is not then so subject.

            (h) The Company shall cooperate with the Holders of the Securities
      to facilitate the timely preparation and delivery of certificates
      representing the Securities to be sold pursuant to any Registration
      Statement free of any restrictive legends and in such denominations and
      registered in such names as the Holders may request a reasonable period of
      time prior to sales of the Securities pursuant to such Registration
      Statement.

            (i) Upon the occurrence of any event contemplated by paragraphs (ii)
      through (v) of Section 2(b) above during the Shelf Registration Period,
      the Company shall promptly prepare and file a post-effective amendment to
      the Registration Statement or a supplement to the related prospectus and
      any other required document so that, as thereafter delivered to Holders of
      the Securities or Initial Purchasers of Securities, the prospectus will
      not contain an untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading. If the Company notifies the Initial Purchasers and
      the Holders of the Securities in accordance with paragraphs (ii) through
      (vi) of Section 2(b) above to suspend the use of the prospectus until the
      requisite changes to the prospectus have been made, then the Initial
      Purchasers and the Holders of the Securities shall suspend use of such
      prospectus, and the period of effectiveness of the Registration Statement
      provided for in Section 1 above shall each be


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      extended by the number of days from and including the date of the giving
      of such notice to and including the date when the Initial Purchasers and
      the Holders of the Securities shall have received such amended or
      supplemented prospectus pursuant to this Section 2(i).

            (j) Not later than the effective date of the Registration Statement,
      the Company will provide CUSIP numbers for the Notes and the Conversion
      Shares registered under the Registration Statement and provide the Trustee
      with printed certificates for the Notes in a form eligible for deposit
      with The Depository Trust Company.

            (k) The Company will comply with all rules and regulations of the
      Commission to the extent and so long as they are applicable to the Shelf
      Registration and will make generally available to its security holders
      copies of any reports which it is required to file with the Commission
      pursuant to Section 13 or Section 15(d) of the Exchange Act.

            (l) The Company shall cause the Indenture to be qualified under the
      Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), in a
      timely manner and containing such changes, if any, as shall be necessary
      for such qualification. In the event that such qualification would require
      the appointment of a new trustee under the Indenture, the Company shall
      appoint a new trustee thereunder pursuant to the applicable provisions of
      the Indenture.

            (m) Each Holder wishing to sell Securities pursuant to the
      Registration Statement and related prospectus agrees to deliver a
      properly, completely and signed Notice and Questionnaire (the form of
      which is attached as Annex A to the Offering Document (as defined in the
      Purchase Agreement)) to the Company prior to any intended distribution of
      Securities under the Shelf Registration Statement. From and after the date
      the Registration Statement is declared effective, the Company shall, as
      promptly as is practicable after the date a Notice and Questionnaire is
      delivered, and in any event within five (5) business days after such date,
      (i) if required by law, file with the Commission a post-effective
      amendment to the Registration Statement or prepare and, if required by
      applicable law, file a supplement to the related prospectus or a
      supplement or amendment to any document incorporated therein by reference
      or file any other required document so that the Holder delivering such
      Notice and Questionnaire is named a selling securityholder in the
      Registration Statement and the related prospectus in such a manner as to
      permit such Holder to deliver such prospectus to purchasers of the
      Securities in accordance with applicable law and, if the Company shall
      file a post-effective amendment to the Registration Statement, use all
      reasonable efforts to cause such post-effective amendment to be declared
      effective under the Securities Act as promptly as practical, but in any
      event by the date that is thirty (30) business days after the date such
      post-effective amendment is required by this clause to be filed; (ii)
      provide such Holder copies of any documents filed pursuant to this
      Section; and (iii) notify such Holder as promptly as practicable after the
      effectiveness under the Securities Act of any post-effective amendment
      filed pursuant to this Section; provided, that if such Notice and
      Questionnaire is delivered during a period in which the use of such
      prospectus is suspended pursuant to Section 2(c) hereof, the Company shall
      so inform the Holder delivering such Notice and Questionnaire and shall
      take the actions set forth in clauses


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      (i), (ii) and (iii) above upon expiration of such suspension period.
      Notwithstanding anything contained herein to the contrary, the Company
      shall be under no obligation to name any Holder that has not supplied the
      requisite information required by this Section as a selling securityholder
      in the Registration Statement and related prospectus and any amendment or
      supplement thereto; provided, however, that any Holder that has
      subsequently supplied the requisite information required by this Section
      pursuant to the provisions of this Section (whether or not such Holder has
      supplied the requisite information required by this Section at the time
      the Registration Statement was declared effective) shall be named as a
      selling securityholder in the Registration Statement or related prospectus
      in accordance with the requirements of this Section. Notwithstanding
      anything contained herein to the contrary, the Company shall not be
      required to file more than one post-effective amendment or supplement for
      the purpose of naming selling security holders in any seven-day period.

            (n) The Company shall enter into such customary agreements
      (including, if requested, an underwriting agreement in customary form) and
      take all such other action, if any, as any Holder of the Securities shall
      reasonably request in order to facilitate the disposition of the
      Securities pursuant to any Shelf Registration.

            (o) The Company shall (i) make reasonably available for inspection
      by the Holders of the Securities, any underwriter participating in any
      disposition pursuant to the Registration Statement and any attorney,
      accountant or other agent retained by the Holders of the Securities or any
      such underwriter all relevant financial and other records, pertinent
      corporate documents and properties of the Company and (ii) cause the
      Company's officers, directors, employees, accountants and auditors to
      supply all relevant information reasonably requested by the Holders of the
      Securities or any such underwriter, attorney, accountant or agent in
      connection with the Registration Statement, in each case, as shall be
      reasonably necessary to enable such persons, to conduct a reasonable
      investigation within the meaning of Section 11 of the Securities Act;
      provided, however, that the foregoing inspection and information gathering
      shall be coordinated on behalf of the Initial Purchasers by you and on
      behalf of the other parties, by one counsel designated by and on behalf of
      such other parties as described in Section 3 hereof and provided, further,
      that as to any information that is designated in writing by the Company,
      in good faith, as confidential at the time of delivery, shall be kept
      confidential by the Holder or by any such underwriter, attorney,
      accountant or other agent.

            (p) The Company, if requested by any Holder of Securities, shall
      cause (i) its counsel to deliver an opinion and updates thereof relating
      to the Securities in customary form addressed to such Holders and the
      managing underwriters, if any, thereof and dated, in the case of the
      initial opinion, the effective date of such Registration Statement (it
      being agreed that the matters to be covered by such opinion shall include
      such matters as are customarily included in opinions requested in
      underwritten offerings of such type); (ii) its officers to execute and
      deliver all customary documents and certificates and updates thereof
      reasonably requested by any underwriters of the applicable Securities and
      (iii) its independent public accountants and the independent public
      accountants with respect to any other entity for which financial
      information is provided in the Registration


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      Statement to provide to the selling Holders of the applicable Securities
      and any underwriter therefor a comfort letter in customary form and
      covering matters of the type customarily covered in comfort letters in
      connection with primary underwritten offerings, subject to receipt of
      appropriate documentation as contemplated, and only if permitted, by
      Statement of Auditing Standards No. 72.

            (q) The Company will use its reasonable best efforts to (a) if the
      Notes have been rated prior to the initial sale of such Notes, confirm
      such ratings will apply to the Securities covered by a Registration
      Statement, or (b) if the Notes were not previously rated, cause the
      Securities covered by a Registration Statement to be rated with the
      appropriate rating agencies, if so requested by Holders of a majority in
      aggregate principal amount of Securities covered by such Registration
      Statement, or by the managing underwriters, if any.

            (r) In the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Securities or participate as a member of
      an underwriting syndicate or selling group or "assist in the distribution"
      (within the meaning of the Conduct Rules (the "RULES") of the National
      Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a broker or dealer in respect thereof, or otherwise, the Company shall
      use its commercially reasonable efforts to assist such broker-dealer in
      complying with the requirements of such Rules, including, without
      limitation, by (i) if such Rules, including Rule 2720, shall so require,
      engaging a "qualified independent underwriter" (as defined in Rule 2720)
      to participate in the preparation of the Registration Statement relating
      to such Securities, to exercise usual standards of due diligence in
      respect thereto and, if any portion of the offering contemplated by such
      Registration Statement is an underwritten offering or is made through a
      placement or sales agent, to recommend the yield of such Securities, (ii)
      indemnifying any such qualified independent underwriter to the extent of
      the indemnification of underwriters provided in Section 5 hereof and (iii)
      providing such information to such broker-dealer as may be required in
      order for such broker-dealer to comply with the requirements of the Rules.

            (s) The Company shall use its commercially reasonable efforts to
      take all other steps necessary to effect the registration of the
      Securities covered by a Registration Statement contemplated hereby.

      3. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations under Sections 1
through 3 hereof (including the reasonable fees and expenses, if any, of
Cravath, Swaine & Moore, counsel for the Initial Purchasers, incurred in
connection with the Shelf Registration) whether or not a Registration Statement
is filed or becomes effective, and, in the event of a Shelf Registration, shall
bear or reimburse the Holders of Transfer Restricted Securities for the
reasonable fees and disbursements of one firm of counsel designated by the
Holders of a majority in principal amount of the Transfer Restricted Securities
to act as counsel for the Holders of the Transfer Restricted Securities in
connection therewith.


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      4. Indemnification. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, its officers and directors and each person, if
any, who controls such Holder within the meaning of the Securities Act or the
Exchange Act (each Holder and such controlling persons are referred to
collectively as the "INDEMNIFIED PARTIES") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or prospectus
or in any amendment or supplement thereto or in any prospectus relating to a
Shelf Registration, or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim, damage
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a
Registration Statement, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any Holder from whom the person asserting any
such losses, claims, damages or liabilities purchased the Securities concerned,
to the extent that a prospectus relating to such Securities was required to be
delivered by such Holder under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder results
from the fact that there was not sent or given to such person, at or prior to
the written confirmation of the sale of such Securities to such person, a copy
of the amended, supplemented or final prospectus if the Company had previously
furnished copies thereof to such Holder; provided further, however, that this
indemnity agreement will be in addition to any liability which the Company may
otherwise have to such Indemnified Party. The Company shall also indemnify
underwriters, their officers and directors and each person who controls each
such underwriter within the meaning of the Securities Act or the Exchange Act to
the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.

            (b) Each Holder of the Securities, severally and not jointly, will
      indemnify and hold harmless (i) the Company and each person, if any, who
      controls the Company within the meaning of the Securities Act or the
      Exchange Act, (ii) each of their respective directors and (iii) each of
      their respective officers who signs a Registration Statement from and
      against any losses, claims, damages or liabilities or any actions in
      respect thereof, to which the Company or any such controlling person,
      director or officer may become subject under the Securities Act, the
      Exchange Act or otherwise, insofar as such losses, claims, damages,
      liabilities or actions arise out of or are based upon any untrue statement
      or alleged untrue statement of a material fact contained in a Registration
      Statement or prospectus or in any amendment or supplement thereto or in
      any


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      preliminary prospectus relating to a Shelf Registration, or arise out of
      or are based upon the omission or alleged omission to state therein a
      material fact necessary to make the statements therein not misleading, but
      in each case only to the extent that the untrue statement or omission or
      alleged untrue statement or omission was made in reliance upon and in
      conformity with written information pertaining to such Holder and
      furnished to the Company by or on behalf of such Holder specifically for
      inclusion therein; and, subject to the limitation set forth immediately
      preceding this clause, shall reimburse, as incurred, the Company for any
      legal or other expenses reasonably incurred by the Company or any such
      controlling person in connection with investigating or defending any loss,
      claim, damage, liability or action in respect thereof. This indemnity
      agreement will be in addition to any liability which such Holder may
      otherwise have to the Company or any of its controlling persons.

            (c) Promptly after receipt by an indemnified party under this
      Section 4 of notice of the commencement of any action or proceeding
      (including a governmental investigation), such indemnified party will, if
      a claim in respect thereof is to be made against the indemnifying party
      under this Section 4, notify the indemnifying party of the commencement
      thereof; but the omission so to notify the indemnifying party (i) will not
      relieve it from liability under paragraph (a) or (b) above unless and to
      the extent it did not otherwise learn of such action and such failure
      results in the forfeiture by the indemnifying party of substantial rights
      and defenses and (ii) will not, in any event, relieve the indemnifying
      party from any obligations to any indemnified party other than the
      indemnification obligation provided in paragraph (a) or (b) above. In case
      any such action is brought against any indemnified party, and it notifies
      the indemnifying party of the commencement thereof, the indemnifying party
      will be entitled to participate therein and, to the extent that it may
      wish, jointly with any other indemnifying party similarly notified, to
      assume the defense thereof, with counsel reasonably satisfactory to such
      indemnified party (who shall not, except with the consent of the
      indemnified party, be counsel to the indemnifying party), and after notice
      from the indemnifying party to such indemnified party of its election so
      to assume the defense thereof the indemnifying party will not be liable to
      such indemnified party under this Section 4 for any legal or other
      expenses, other than reasonable costs of investigation, subsequently
      incurred by such indemnified party in connection with the defense thereof.
      No indemnifying party shall, without the prior written consent of the
      indemnified party, effect any settlement of any pending or threatened
      action in respect of which any indemnified party is or could have been a
      party and indemnity could have been sought hereunder by such indemnified
      party unless such settlement includes an unconditional release of such
      indemnified party from all liability on any claims that are the subject
      matter of such action. No indemnifying party shall be liable for any
      settlement of any such action effected without its written consent (which
      consent shall not be unreasonably withheld), but if settled with its
      written consent or if there be a final judgment for the plaintiff in any
      such action, the indemnifying party agrees to indemnify and hold harmless
      any indemnified party from and against any loss or liability by reason of
      such settlement or judgment.

            (d) If the indemnification provided for in this Section 4 is
      unavailable or insufficient to hold harmless an indemnified party under
      subsections (a) or (b) above, then each indemnifying party shall
      contribute to the amount paid or payable by such


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      indemnified party as a result of the losses, claims, damages or
      liabilities (or actions in respect thereof) referred to in subsection (a)
      or (b) above (i) in such proportion as is appropriate to reflect the
      relative benefits received by the indemnifying party or parties on the one
      hand and the indemnified party on the other from the sale or other
      disposition of the Securities, pursuant to the Registration Statement, or
      (ii) if the allocation provided by the foregoing clause (i) is not
      permitted by applicable law, in such proportion as is appropriate to
      reflect not only the relative benefits referred to in clause (i) above but
      also the relative fault of the indemnifying party or parties on the one
      hand and the indemnified party on the other in connection with the
      statements or omissions that resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof) as well as any other relevant
      equitable considerations. The relative fault of the parties shall be
      determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the
      Company on the one hand or such Holder or such other indemnified party, as
      the case may be, on the other, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The amount paid by an indemnified party as a
      result of the losses, claims, damages or liabilities referred to in the
      first sentence of this subsection (d) shall be deemed to include any legal
      or other expenses reasonably incurred by such indemnified party in
      connection with investigating or defending any action or claim which is
      the subject of this subsection (d). Notwithstanding any other provision of
      this Section 4(d), the Holders of the Securities shall not be required to
      contribute any amount in excess of the amount by which the net proceeds
      received by such Holders from the sale of the Securities pursuant to a
      Registration Statement exceeds the amount of damages which such Holders
      have otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission. No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation. For purposes of this
      paragraph (d), each person, if any, who controls such indemnified party
      within the meaning of the Securities Act or the Exchange Act shall have
      the same rights to contribution as such indemnified party and each person,
      if any, who controls the Company within the meaning of the Securities Act
      or the Exchange Act shall have the same rights to contribution as the
      Company.

            (e) The agreements contained in this Section 4 shall survive the
      sale of the Securities pursuant to the Registration Statement and shall
      remain in full force and effect, regardless of any termination or
      cancellation of this Agreement or any investigation made by or on behalf
      of any indemnified party.

      5.  Additional Interest Under Certain Circumstances.  (a)  Additional
interest (the "ADDITIONAL INTEREST") with respect to the Notes shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "REGISTRATION DEFAULT"):

      (i)   if the  Registration Statement required by this Agreement is not
            filed with the Commission on or prior to the Filing Deadline;


                                       10
<PAGE>
      (ii)  if the Registration Statement required by this Agreement is not
            declared effective by the Commission on or prior to the
            Effectiveness Deadline; or

      (iii) the Company fails with respect to a Holder that supplies the Notice
            and Questionnaire described in Paragraph 2(m) to amend or supplement
            the Registration Statement in the manner set forth in 2(m); provided
            that such assessment shall be paid only to such Holder and directly
            to such Holder; or

      (iv)  if the Registration Statement required by this Agreement has been
            declared effective by the Commission but (a) such Registration
            Statement thereafter ceases to be effective or usable (except as
            permitted in paragraph (b)) and the Company does not cure the
            Registration Statement within five business days by a post-effective
            amendment or a report filed pursuant to the Exchange Act or (b) the
            Company does not terminate the suspension period described above in
            Section 2(c), as the case may be.

            Additional Interest shall accrue on the Notes and Conversion Shares
      that are Transfer Restricted Securities over and above the interest set
      forth in the title of the Securities from and including the date on which
      any such Registration Default shall occur to but excluding the date on
      which all such Registration Defaults have been cured, at a rate of 0.5%
      per year for the Notes, or, if applicable, on an equivalent basis per
      share (subject to adjustment in the case of stock splits, stock
      recombinations, stock dividends and the like of common stock constituting
      Transfer Restricted Securities (the "ADDITIONAL INTEREST RATE").
      Notwithstanding the foregoing, no Additional Interest shall be payable as
      to any Securities following the Shelf Registration Period.

            (b) A Registration Default referred to in Section 5(a)(iv) (a)
      hereof shall be deemed not to have occurred and be continuing in relation
      to the Registration Statement or the related prospectus if (i) such
      Registration Default has occurred solely as a result of (x) the filing of
      a post-effective amendment to such Registration Statement to incorporate
      annual audited financial information with respect to the Company where
      such post-effective amendment is not yet effective and needs to be
      declared effective to permit Holders to use the related prospectus or (y)
      other material events, with respect to the Company that would need to be
      described in such Registration Statement or the related prospectus and
      (ii) in the case of clause (y), the Company is proceeding promptly and in
      good faith to amend or supplement such Registration Statement and related
      prospectus to describe such events; provided, however, that in any case if
      such Registration Default occurs for a continuous period in excess of 30
      days, Additional Interest shall be payable in accordance with the above
      paragraph from the day following such 30 day period until the date on
      which such Registration Default is cured.

            (c) Any amounts of Additional Interest due pursuant to clause (i),
      (ii), (iii) or (iv) of Section 5(a) above will be payable in cash on the
      regular interest payment dates with respect to the Notes and Conversion
      Shares. The amount of Additional Interest will be determined by (1)
      multiplying the applicable Additional Interest Rate by (i) in the case of
      the Notes, the principal amount of the Notes or (ii) in the case of the
      Conversion Shares, the "Applicable Conversion Price" and (2) then
      multiplying the products of the


                                       11
<PAGE>
      calculation set forth in (c)(1) by a fraction, the numerator of which is
      the number of days such Additional Interest Rate was applicable during
      such period (determined on the basis of a 360-day year comprised of twelve
      30-day months), and the denominator of which is 360.

            (d) The term "APPLICABLE CONVERSION PRICE" means the principal
      amount of the Notes divided by the Conversion Price set forth in the
      Notes, as adjusted from time to time pursuant to the Indenture, in effect
      as of the next succeeding May 1 or November 1 following such Registration
      Default in the case of the first such payment of Additional Interest with
      respect to a Registration Default (and thereafter at the next succeeding
      May 1 or November 1 until the cure of such Registration Default) or, if no
      Notes are then outstanding, the last Conversion Price that was in effect
      when the Notes were last outstanding.

            "TRANSFER RESTRICTED SECURITIES" means each Security until (i) the
      date on which such Security has been effectively registered under the
      Securities Act and disposed of in accordance with the Registration
      Statement or (ii) the date on which such Security is distributed to the
      public pursuant to Rule 144 under the Securities Act or is saleable
      pursuant to Rule 144(k) under the Securities Act.

      6. Rules 144 and 144A. The Company shall use its reasonable best efforts
to file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the request of any Holder of Transfer
Restricted Securities, make publicly available other information so long as
necessary to permit sales of their securities pursuant to Rules 144 and 144A.
The Company covenants that it will take such further action as any Holder of
Transfer Restricted Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Transfer Restricted
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to
prospective purchasers of Notes identified to the Company by the Initial
Purchasers upon request. Upon the request of any Holder of Notes, the Company
shall deliver to such Holder a written statement as to whether it has complied
with such requirements. Notwithstanding the foregoing, nothing in this Section 6
shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act.

      7. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

      No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,


                                       12
<PAGE>
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

      8.  Miscellaneous.

            (a) Amendments and Waivers. The provisions of this Agreement may not
      be amended, modified or supplemented, and waivers or consents to
      departures from the provisions hereof may not be given, except by the
      Company and the written consent of the Holders of a majority in principal
      amount of the Securities affected by such amendment, modification,
      supplement, waiver or consents.

            (b) Notices. All notices and other communications provided for or
      permitted hereunder shall be made in writing by hand delivery, first-class
      mail, facsimile transmission, or air courier which guarantees overnight
      delivery:

                  (1) if to a Holder of the Notes, at the most current address
            given by such Holder to the Company.

                  (2)  if to the Initial Purchasers:

                  Credit Suisse First Boston Corporation
                  Eleven Madison Avenue
                  New York, NY 10010-3629
                  Fax No.:  (212) 325-8278
                  Attention:  Transactions Advisory Group

                  with a copy to:

                  Cravath, Swaine & Moore
                  Worldwide Plaza
                  825 Eighth Avenue
                  New York, NY 10019-7475
                  Fax No.:  (212) 474-3700
                  Attn.:  Kris F. Heinzelman, Esq.

                  (3)   if to the Company, at its address as follows:

                  Fairchild Semiconductor International, Inc.
                  82 Running Hill Road
                  South Portland, Maine 04106
                  Fax No.: (207) 761-6020
                  Attn.:  Daniel E. Boxer, Esq.

                  with a copy to:

                  Gibson, Dunn & Crutcher LLP
                  200 Park Avenue
                  New York, NY 10166


                                       13
<PAGE>
                  Fax No.: (212) 351-4035
                  Attn.:  Steven R. Finley, Esq.

            All such notices and communications shall be deemed to have been
      duly given: at the time delivered by hand, if personally delivered; three
      business days after being deposited in the mail, postage prepaid, if
      mailed; when receipt is acknowledged by recipient's facsimile machine
      operator, if sent by facsimile transmission; and on the day delivered, if
      sent by overnight air courier guaranteeing next day delivery.

            (c) No Inconsistent Agreements. The Company has not, as of the date
      hereof, entered into, nor shall it, on or after the date hereof, enter
      into, any agreement with respect to its securities that is inconsistent
      with the rights granted to the Holders herein or otherwise conflicts with
      the provisions hereof.

            (d)  Successors and Assigns.  This Agreement shall be binding
      upon the Company and its successors and assigns of each of the parties.

            (e) Counterparts. This Agreement may be executed in any number of
      counterparts and by the parties hereto in separate counterparts, each of
      which when so executed shall be deemed to be an original and all of which
      taken together shall constitute one and the same agreement.

            (f) Headings. The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

            (g)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
      REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

            (h) Severability. If any one or more of the provisions contained
      herein, or the application thereof in any circumstance, is held invalid,
      illegal or unenforceable, the validity, legality and enforceability of any
      such provision in every other respect and of the remaining provisions
      contained herein shall not be affected or impaired thereby.

            (i) Securities Held by the Company. Whenever the consent or approval
      of Holders of a specified percentage of principal amount of Securities is
      required hereunder, Securities held by the Company or its affiliates
      (other than subsequent Holders of Securities if such subsequent Holders
      are deemed to be affiliates solely by reason of their holdings of such
      Securities) shall not be counted in determining whether such consent or
      approval was given by the Holders of such required percentage.



                                       14
<PAGE>
      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company in accordance with its
terms.


                                    Very truly yours,

                                    FAIRCHILD SEMICONDUCTOR CORPORATION,

                                    by

                                    _____________________________________
                                    Name: Matthew W. Towse
                                    Title:   Vice President, Treasurer

                                    FAIRCHILD SEMICONDUCTOR INTERNATIONAL,
                                    INC., as Guarantor,

                                    by

                                    _____________________________________
                                    Name: Matthew W. Towse
                                    Title:   Vice President, Treasurer

                                    FAIRCHILD  SEMICONDUCTOR CORPORATION OF
                                    CALIFORNIA, as Guarantor,

                                    by

                                    _____________________________________
                                    Name: Matthew W. Towse
                                    Title:   Vice President

                                    QT OPTOELECTRONICS, INC., as Guarantor,

                                    by

                                    _____________________________________
                                    Name: Matthew W. Towse
                                    Title:   Vice President



                                       15
<PAGE>
                                    QT OPTOELECTRONICS, as Guarantor,

                                    by

                                    _____________________________________
                                    Name: Matthew W. Towse
                                    Title:   Vice President

                                    KOTA MICROCIRCUITS, INC., as Guarantor,

                                    by

                                    _____________________________________
                                    Name: Matthew W. Towse
                                    Title:   Vice President

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
LEHMAN BROTHERS INC.
CIBC WORLD MARKETS CORP.
PRUDENTIAL SECURITIES INCORPORATED
ROBERTSON STEPHENS, INC.

By:  CREDIT SUISSE FIRST BOSTON CORPORATION

by

    _____________________________________
    Name:
    Title:


                                       16