Notes to Consolidated Financial Statements
     
NOTE 7 - RETIREMENT PLANS

   The Company sponsors the Fairchild Personal Savings and Retirement Plan (the "Retirement Plan"), a contributory savings plan which qualifies under section 401 (k) of the Internal Revenue Code. The Retirement Plan covers substantially all employees in the United States. The Company provides a matching contribution equal to 75% of employee elective deferrals up to a maximum of 6% of an employee's annual compensation. The Company also maintains a non-qualified Benefit Restoration Plan, under which employees who have otherwise exceeded annual IRS limitations for elective deferrals can continue to contribute to their retirement savings. The Company matches employee elective deferrals to the Benefit Restoration Plan on the same basis as the Retirement Plan.

   Total expense recognized under these plans was $4.4 million, $2.3 million, $3.5 million and $3.4 million for Calendar 2000, Stub Year 1999, Fiscal 1999 and Fiscal 1998, respectively.

   Employees in Korea who have been with the Company for over one year are entitled by Korean law to receive lump-sum payments upon termination of their employment. The payments are based on current rates of pay and length of service through the date of termination. It is the Company's policy to accrue for this estimated liability as of each balance sheet date. Amounts recognized as expense were $6.3 million, $2.4 million and $0.3 million for Calendar 2000, Stub Year 1999 and Fiscal 1999, respectively.

   Employees in Malaysia participate in defined contribution plans. The Company has funded accruals for this plan in accordance with statutory regulations in Malaysia. Contributions made by the Company under this plan were $2.2 million, $0.9 million, $1.2 million and $1.5 million for Calendar 2000, Stub Year 1999, Fiscal 1999 and Fiscal 1998, respectively.

   Employees in the Philippines participate in a defined benefit plan. The benefits are based on years of service and a multiple of the employee's final monthly salary. The Company's funding policy is to contribute annually the amount necessary to maintain the plan on an actuarially sound basis. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. The contributions made for Calendar 2000, Stub Year 1999, Fiscal 1999 and Fiscal 1998 were not material to the consolidated financial statements.

   Employees in England, Italy, Germany, Hong Kong, China and Singapore and Japan are also covered by a variety of defined benefit and or defined contribution pension plans that are administered consistent with local statutes and practices. The contributions made under each of the respective plans for Calendar 2000, Stub Year 1999. Fiscal 1999 and Fiscal 1998 were not material to the consolidated financial statements.

   Certain executives of the Company are eligible for post-retirement health benefits which are being accrued ratably over the three year term of the related employment agreements entered into by the executives with the Company in Calendar 2000. At December 31, 2000, the accrual for post-retirement health benefits is not material to the consolidated financial statements.