EXHIBIT 10.33

                                 PROMISSORY NOTE


${Amount}                                              June 3, 1998

     FOR VALUE RECEIVED and intending to be legally bound, the undersigned,
{Person's name} ("Borrower"), hereby promises to pay Fairchild Semiconductor
Corporation, a Delaware corporation ("Lender"), the principal sum of {Amount}
Dollars (${Amount}) on the fourth anniversary of the date hereof.

     1. Acceleration. If Borrower's employment with Lender is terminated for any
reason, then the unpaid principal balance of this Note shall be immediately due
and payable, and Lender shall thereupon have all rights and remedies available
to Lender at law or in equity to collect the unpaid indebtedness evidenced
hereby.

     2. Cancellation. The indebtedness evidenced by this Note is subject to
cancellation as provided in the letter agreement by and between Borrower and FSC
Semiconductor Corporation.

     3. Waiver. Borrower hereby waives protest, demand, notice of nonpayment and
all other notices in connection with the delivery, acceptance, performance or
enforcement of this Note. Any failure or delay of Lender to exercise any right
hereunder shall not be construed as a waiver of the right to exercise the same
or any other right at any other time or times. The waiver by holder of a breach
or default of any provision of this Note shall not operate or be construed as a
waiver of any subsequent breach or default thereof. Borrower agrees to reimburse
Lender for all expenses, including reasonable attorneys' fees, incurred by
Lender to enforce the provisions of this Note and collect Borrower's obligations
hereunder.

     4. Interest. Except as provided in the letter agreement by and between
Borrower and FSC Semiconductor Corporation of even date herewith, this Note
shall not bear interest, provided, that, after this Note becomes due and payable
it shall bear interest at a rate of 6% per annum from such date until repaid in
full.

     5. Binding Effect. This Note shall be binding upon the successors and
assigns of the Borrower and shall inure to the benefit of the successors and
assigns of the Lender.

     6. Governing Law. This Note shall be deemed a contract under, and shall be
governed and construed in accordance with, the laws of the State of Maine,
without giving effect to principles of conflicts of laws.

     IN WITNESS WHEREOF, the Borrower has executed this Note on the date first
written above.

                                    -------------------------
                                    Borrower
                                    Name: {Person's name}