EX-10.38 DEFERRED STOCK UNIT AWARD AGREEMENT

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                                                                   EXHIBIT 10.38

(FAIRCHILD SEMICONDUCTOR(R) LOGO)

                       FAIRCHILD SEMICONDUCTOR STOCK PLAN
                          DEFERRED STOCK UNIT AGREEMENT

PARTICIPANT: Robert Conrad     EMPLOYEE ID: D5496                 GLOBAL ID: ___

DATE OF GRANT: May 4, 2004

NUMBER OF DEFERRED STOCK UNITS GRANTED: 4,950

THIS AGREEMENT, effective as of the Date of Grant set forth above, is between
Fairchild Semiconductor International, Inc., a Delaware corporation (the
"Company", "we", "our" or "us") and the Participant named above ("you" or
"yours"), pursuant to the provisions of the Fairchild Semiconductor Stock Plan
(the "Plan") with respect to the number of Deferred Stock Units ("Units")
specified above. Capitalized terms used and not defined in this Agreement shall
have the meanings given to them in the Plan. This Agreement consists of this
document, any related Settlement Election Form, and the Plan.

You and the Company agree as follows:

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1. APPLICATION OF PLAN;    This Agreement and your rights under this Agreement
ADMINISTRATION             are subject to all the terms and conditions of the
                           Plan, as it may be amended from time to time, as well
                           as to such rules and regulations as the Committee may
                           adopt. It is expressly understood that the Committee
                           that administers the Plan is authorized to
                           administer, construe and make all determinations
                           necessary or appropriate to the administration of the
                           Plan and this Agreement, all of which shall be
                           binding upon you to the extent permitted by the Plan.
                           Any inconsistency between this Agreement and the Plan
                           shall be resolved in favor of the Plan.

2. VESTING                 The Units will vest (becoming "Vested Units") on the
                           following Vesting Dates if you are employed or in the
                           service of the Company or an Affiliate on those
                           dates:

                                                              Percentage Vested
                                                              (including portion
                                                               that vested the
                           Vesting Date                        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%

3. RIGHTS AS STOCKHOLDER   You will not be entitled to any privileges of
                           ownership of the shares of Common Stock underlying
                           your Units (the "Shares") unless and until Shares are
                           actually delivered to you under this Agreement.

4. DIVIDENDS               You will be credited with additional Deferred Stock
                           Units having a value equal to declared dividends, if
                           any, with record dates that occur prior to the
                           settlement of any Units as if such Units had been
                           actual Shares, based on the Fair Market Value of a
                           Share on the applicable dividend payment date. Any
                           such additional Deferred Stock Units shall be
                           considered Units under this Agreement and shall also
                           be credited with additional Deferred Stock Units as
                           dividends, if any, are declared, and shall be subject
                           to the same restrictions and conditions as Units with
                           respect to which they were credited. Notwithstanding
                           the foregoing, no such additional Deferred Stock
                           Units will be credited with respect to any dividend
                           in connection with which Units are adjusted pursuant
                           to Section 3(c) of the Plan.
                     
5. SETTLEMENT OF UNITS     (a)  Time of Settlement. Each Vested Unit will be
                                settled by the delivery of one Share to you or,
                                in the event of your death, to your designated
                                beneficiary, promptly following the date or
                                dates (any such date, the "Settlement Date") you
                                have elected on the attached Settlement Election
                                Form. You may change the Settlement Election
                                Date one time only, and only to a later date, as
                                provided in the Settlement Election Form.

                           (b)  Termination Prior to Settlement Date. If your
                                employment or service with the Company is
                                terminated prior to any Settlement Date, your
                                Units will be treated as specified in the
                                Settlement Election Form.

                           (c)  Forfeiture of Unvested Units. All Units that are
                                not Vested Units at the time of termination will
                                be forfeited effecti