AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                             AMI SEMICONDUCTOR, INC.
 
                               A STOCK CORPORATION
 
         FIRST: The name of the corporation (the "CORPORATION") is AMI
Semiconductor, Inc.
 
         SECOND: The address of the Corporation's registered office in the State
of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of the Corporation's registered agent at such address
is The Corporation Trust Company.
 
         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
         FOURTH: The total number of shares which the Corporation shall have
authority to issue is 100 shares of Common Stock, $0.01 par value
 
         FIFTH: Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the Corporation.
 
         SIXTH: To the full extent permitted by the General Corporation Law of
the State of Delaware or any other applicable laws presently or hereafter in
effect, no director of the Corporation shall be personally liable to the
Corporation or its stockholders for or with respect to
 
<PAGE>
 
any acts or omissions in the performance of his or her duties as a director of
the Corporation. Any repeal or modification of this Article Sixth shall not
adversely affect any right or protection of a director of the Corporation
existing immediately prior to such repeal or modification.
 
         SEVENTH: Each person who is or was or had agreed to become a director
or officer of the Corporation, or each such person who is or was serving or who
had agreed to serve at the request of the Board of Directors or an officer of
the Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation to the full
extent permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect. Without limiting the
generality or the effect of the foregoing, the Corporation may enter into one or
more agreements with any person which provide for indemnification greater or
different than that provided in this Article. Any repeal or modification of this
Article Seventh shall not adversely affect any right or protection existing
hereunder immediately prior to such repeal or modification.
 
         EIGHTH: In furtherance and not in limitation of the rights, powers,
privileges, and discretionary authority granted or conferred by the General
Corporation Law of the State of Delaware or other statutes or laws of the State
of Delaware, the Board of Directors is expressly authorized to make, alter,
amend or repeal the by-laws of the Corporation, without any action on the part
of the stockholders, but the stockholders may make additional by-laws and may
alter, amend or repeal any by-law whether adopted by them or otherwise. The
Corporation may in its by-laws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.
 
<PAGE>
 
         NINTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed herein or by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
this reservation.
 

 

 

 

                            CERTIFICATE OF AMENDMENT

 

                                       OF

 

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                               AMIS HOLDINGS, INC.

 

         AMIS HOLDINGS, INC., a corporation organized and existing under the

General Corporation Law of the State of Delaware ("DELAWARE LAW"), and

originally incorporated in Delaware on June 8, 1988 (the "COMPANY"), does hereby

certify as follows:

 

                  FIRST: The following amendment (the "AMENDMENT") to the

         Company's Amended and Restated Certificate of Incorporation (the

         "CERTIFICATE") has been duly adopted by the Company's Board of

         Directors in accordance with the provisions of Section 242 of Delaware

         Law.

 

                  SECOND: The following Amendment to the Company's Certificate

         has been duly approved by the written consent of a majority of the

         stockholders of the Company in accordance with the provisions of

         Sections 228 and 242 of Delaware Law

 

                  THIRD: Section 4.01 of the Certificate, relating to the

         capitalization of the Company, are amended to read in their entirety as

         follows:

 

                                    ARTICLE 4

 

                  "Section 4.01. Classes of Stock. The Corporation is authorized

         to issue three classes of stock to be designated, respectively, "Class

         A Common Stock", "Class B Common Stock" and "Preferred Stock." The

         total number of shares of capital stock that the Corporation is

         authorized to issue is 350,000,000.

 

                  (a) Class A Common Stock. The total number of shares of Class

         A Common Stock, $.01 par value (the "CLASS A COMMON STOCK"), that the

         Corporation is authorized to issue is 150,000,000.

 

                  (b) Class B Common Stock. The total number of shares of Class

         B Common Stock, $.01 par value (the "CLASS B COMMON STOCK"), that the

         Corporation is authorized to issue is 150,000,000.

 

                  Every three shares of Class A Common Stock, either issued and

         outstanding or held by the Corporation as treasury stock immediately

         prior to the time this amendment becomes effective, shall be and is

         hereby automatically reclassified and

 

<PAGE>

 

         changed into one fully-paid and non assessable share of Class A Common

         Stock and every three shares of Class B Common Stock, either issued and

         outstanding or held by the Corporation as treasury stock immediately

         prior to the time this amendment becomes effective, shall be and is

         hereby automatically reclassified and changed into one fully-paid and

         non assessable share of Class B Common Stock (the "REVERSE STOCK

         SPLIT"). No fractional shares shall be issued in connection with the

         Reverse Stock Split; all shares of Class A Common Stock held by a

         stockholder will be aggregated subsequent to the Reverse Stock Split

         and each fractional share resulting from such aggregation shall be

         rounded up to the nearest whole share and all shares of Class B Common

         Stock held by a stockholder will be aggregated subsequent to the

         Reverse Stock Split and each fractional share resulting from such

         aggregation shall be rounded up to the nearest whole share.

 

                  (c) Preferred Stock. The total number of shares of Preferred

         Stock, $.01 par value, that the Corporation is authorized to issue is

         50,000,000, of which (i) 20,000,000 are designated "Series A Senior

         Preferred Stock" (referred to herein as the "SENIOR PREFERRED

         STOCK"), (ii) 20,000,000 are designated "Series B Junior Preferred

         Stock" (referred to herein as the "JUNIOR PREFERRED STOCK") and (iii)

         10,000,000 are undesignated.

 

         The Board of Directors is hereby empowered to authorize by resolution

or resolutions from time to time the issuance of one or more classes or series

of Preferred Stock and to fix the designations, powers, preferences and

relative, participating, optional or other rights, if any, and the

qualifications, limitations or restrictions thereof, if any, with respect to

each such class or series of Preferred Stock and the number of shares

constituting each such class or series, and to increase or decrease the number

of shares of any such class or series to the extent permitted by the General

Corporation Law of the State of Delaware, as amended from time to time.

 

         Subject to Section 4.04(E)(5) and 4.05(C), the number of authorized

shares of any class or classes of stock may be increased or decreased (but not

below the number of shares thereof then outstanding) by the affirmative vote of

the holders of a majority of the Common Stock irrespective of the provisions of

Section 242(b)(2) of Delaware Law or any corresponding provision hereafter

enacted.

 

         The Class A Common Stock and the Class B Common Stock are referred to

collectively herein as the "COMMON STOCK". The Senior Preferred Stock and the

Junior Preferred Stock are referred to collectively herein as the "PREFERRED

STOCK"."

 

                               [Signature Follows]

 

                                        2

<PAGE>

 

         IN WITNESS WHEREOF, the Company has caused this Certificate to be

signed and attested by its duly authorized officer this 4th day of September,

2003.

 

                               AMIS HOLDINGS, INC.

 

                                       By:

                                          --------------------------------------

                                          Name: Brent Jensen

                                          Title: Secretary