EX-10.27 DEFERRED STOCK UNIT AWARD AGREEMENT

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                                                                   Exhibit 10.27

(FAIRCHILD SEMICONDUCTOR(R) LOGO)              FAIRCHILD SEMICONDUCTOR STOCK PLAN

                                              DEFERRED STOCK UNIT AGREEMENT

PARTICIPANT: Laurenz Schmidt        EMPLOYEE ID: D0798        GLOBAL ID:

DATE OF GRANT: April 28, 2003

NUMBER OF DEFERRED STOCK UNITS GRANTED: 11,667

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:

1. APPLICATION OF        This Agreement and your rights under this Agreement are

PLAN; ADMINISTRATION     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:

<TABLE>

Vesting Date                                          Percentage Vested

                                                 (including portion that

                                                vested the preceding year)

<S>                                              <C>

1st Anniversary of Grant Date...............                 25%

2nd Anniversary of Grant Date...............                 50%

3rd Anniversary of Grant Date...............                 75%

4th Anniversary of Grant Date...............                100%

</TABLE>                                                

3. RIGHTS AS             You will not be entitled to any privileges of ownership

STOCKHOLDER              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 effective as of the last Settlement Date

                             to occur under this Agreement.

6. TRANSFERABILITY       Your Units are not transferable, whether voluntarily or

                        involuntarily, by operation of law or otherwise, except

                        as provided in the Plan. Any assignment, pledge,

                        transfer, or other disposition, voluntary or