POWER OF ATTORNEY
The undersigned hereby constitutes and appoints
Paul D Delva and Stephen P Caso the undersigneds
true and lawful attorneysinfact with full power
of substitution and revocation for the undersigned
and in the undersigneds name place and stead to
1 execute for and on behalf of the undersigned
in the undersigneds capacity as a director or
director nomineee of Fairchild Semiconductor
International Inc the Company Forms ID 3 4
and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 as amended
and the rules thereunder the Exchange Act
2 execute for and on behalf of the undersigned
in the undersigneds capacity as a director or
director nominee of the Company Form 144 and
all related documentation including sellers
representation letters in accordance with
Section 4 of the Securities Act of 1933 as
amended and the rules thereunder the Securities
Act including without limitation Rules 144 and 145
3 do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute such Forms
ID 3 4 5 and 144 and timely file such forms with
the United States Securities and Exchange Commission
and any stock exchange or similar authority and
4 take any other action of any type whatsoever in
connection with the foregoing which in the opinion
of such attorneyinfact may be necessary or desirable
in connection with the foregoing The undersigned
acknowledges that the foregoing attorneysinfact in
serving in such capacity at the request of the
undersigned are not assuming nor is the Company
assuming any of the undersigneds responsibilities
to comply with Section 16 of the Exchange Act or
Section 4 of the Securities Act This Power of
Attorney grants to the foregoing attorneysinfact
full power and authority to do and perform each
and every act and thing requisite and necessary
to be done as fully to all intents and purposes
as the undersigned might or could do in person
and the undersigned hereby ratifies and confirms
all that said attorneysinfact and agents or their
substitute or substitutes may lawfully do or cause
to be done by virtue hereof This Power of Attorney
shall remain in full force and effect until the
undersigned is no longer required to file Forms 3 4 5
and 144 with respect to the undersigneds holdings
in the Companys securities and of all transactions
in securities issued by the Company or until
earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneysinfact
IN WITNESS WHEREOF the undersigned has caused this
Power of Attorney to be executed on the date indicated
below
Dated 14 July 2015
Gaurang Shah
Signature
GAURANG SHAH
Print Name