X0202 4 2008-06-02 0001097864 ON SEMICONDUCTOR CORP ONNN 0001184583 CAVE GEORGE H 5005 EAST MCDOWELL ROAD PHOENIX AZ 85008 1 SVP, G Counsel CC&EO, Sec Common 2008-06-02 4 A 0 12000 0 A 55080 D On May 14, 2008, the Compensation Committee of the Issuer awarded these restricted stock units to the Reporting Person under the Issuer's 2000 Stock Incentive Plan, with an effective grant date of June 2, 2008 and with equal pro rata vesting over a 3-year period beginning on the first anniversary of the grant date, subject to the terms and conditions of the Issuer's 2000 Stock Incentive Plan and the relevant award agreement. This award may only be settled in shares of the Issuer's common stock upon vesting. The award was for no consideration other than service as an executive officer of the Issuer. Judith A. Boyle is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached herein as an exhibit., cave2008poa.TXT Judith A. Boyle, Attorney-in-Fact 2008-06-03