Exhibit 10.7


                               SECOND AMENDMENT
                                    TO THE
                               ON SEMICONDUCTOR
                             AMENDED AND RESTATED
                     EXECUTIVE DEFERRED COMPENSATION PLAN


      Effective December 13, 1999, ON Semiconductor (the "Company") adopted the
ON Semiconductor Executive Deferred Compensation Plan. The Plan was amended and
restated as the ON Semiconductor Amended and Restated Executive Deferred
Compensation Plan ("Plan") effective March 31, 2000, and subsequently amended on
one occasion. By this instrument, the Company desires to amend the Plan to
permit participants to change their deferral election once during each year with
the change to be effective for the following calendar quarter.

            1. This Amendment shall amend only those provisions specified herein
and those provisions amended hereby shall remain in full force and effect.

            2. The second sentence of Section 3.3 is hereby deleted and replaced
with the following sentence, to read as follows:

            If the Employee does not timely notify the Plan Administrator of his
            intent to participate in the Plan, the Employee's participation may
            commence on the first payroll period following or coinciding with
            the first day of the next calendar quarter by notifying the Plan
            Administrator prior to the first day of such calendar quarter and
            provided further that the Plan Administrator determines that the
            employee remains eligible to participate in the Plan under Section
            3.1.

            3.    Section 4.2 of the Plan is amended and restated in its
entirety, to read as follows:

                  4.2 DESIGNATION AND CHANGE OF DESIGNATION OF PARTICIPANT
            CONTRIBUTION. All designations or changes of designation of the
            amount of Participant Deferral Contributions will be made on forms
            supplied by, or acceptable to, the Plan Administrator, signed by the
            Participant and delivered to the Plan Administrator. A change in the
            designation is



            effective as of the beginning of the first payroll period following
            the first day of the next calendar quarter after the notice is
            received by the Plan Administrator; provided that a Participant may
            change his rate of contributions only once during each Plan Year,
            including a change to reduce his rate of contributions to zero. A
            payroll deduction form is effective for all future Plan Years until
            it is succeeded by another valid payroll deduction designation form
            or until the Participant's right to make Participant Deferrals is
            otherwise suspended or terminated.

      4.    This Amendment shall be effective January 1, 2002.


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