DEALER MANAGER AND SOLICITATION AGENT AGREEMENT

April 6, 2004

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

1. Offer to Purchase and Consent Solicitation. ON Semiconductor Corporation, a Delaware corporation (the Company), plans to make a tender offer (such tender offer, as it may be amended and supplemented, the Tender Offer) to purchase all of the outstanding 12% Senior Subordinated Notes due 2009 co-issued by the Company and Semiconductor Components Industries, LLC (the Notes), on the terms and subject to the conditions set forth in an offer to purchase and consent solicitation statement (as the same may be amended or supplemented, the Offer to Purchase). Simultaneously with the Tender Offer, the Company will solicit (the Solicitation) consents (the Consents) from the holders of the Notes to certain amendments (the Proposed Amendments) to the indenture (the Indenture) pursuant to which such Notes were issued. The Tender Offer and the Solicitation will be on the terms and subject to the conditions set forth in the Offer to Purchase, attached hereto as Exhibit A. The Offer to Purchase, the related cover letters and any other documents, materials or filings (including press releases or other communications as approved in writing by the Company), relating to the Tender Offer and the Solicitation to be used or made by the Company in connection with the Tender Offer and the Solicitation, including, but not limited to, any materials hereafter incorporated by reference therein, to be distributed to holders of the Notes as contemplated by the Offer to Purchase, and in each case as amended or supplemented from time to time, are referred to herein collectively as the Tender Offer and Solicitation Material.

2. Engagement as Dealer Manager and Solicitation Agent. (a) The Company hereby engages Morgan Stanley & Co. Incorporated as Dealer Manager and Solicitation Agent (the Dealer Manager) in connection with the Tender Offer and the Solicitation. As Dealer Manager, you agree, in accordance with your customary practice, to perform in connection with the Tender Offer and the Solicitation those services that are customarily performed by investment banking concerns in connection with similar tender offers and consent solicitations, including the solicitation of tenders and Consents pursuant to the terms of the Tender Offer and the Solicitation. The performance by you of such services hereunder shall commence on the date of the mailing (the Commencement Date) of the Offer to Purchase and related cover letters and documents to each holder of record of the Notes.

(b) You have been engaged to act as Dealer Manager in connection with the Tender Offer and the Solicitation and, in such capacity, you shall act as an independent contractor, not as an agent, with duties owed solely to the Company. In connection with the solicitation of tenders and Consents, no broker, dealer, commercial bank, trust company or other

nominee is to be deemed to be acting as your agent or as agent of the Company, and you shall not be deemed to be an agent of the Company, any broker, dealer, commercial bank, trust company or other nominee or any other person. The Company expressly acknowledges that all opinions and advice (written or oral) given by you to the Company in connection with your engagement are intended solely for the benefit and use of the Company (including its management, directors and attorneys) in considering the transactions to which such opinions or advice relate.

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