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                                                                   EXHIBIT 10.26

                                                                      [AMI LOGO]

                            AMI Semiconductor, Inc.
                   Amended Key Manager Incentive Plan (KMIP)
                                      2004

      -     KEY MANAGER INCENTIVE PLAN (KMIP) -- The KMIP rewards senior
            management and senior technical leaders who are responsible for and
            drive the achievement of company objectives. A KMIP incentive is
            computed as a pre-determined percentage of base salary, and is
            determined by the financial performance of the company.
            Additionally, a KMIP incentive can be affected by an Individual
            Performance Factor. The company must first meet the financial
            targets in order to fund the incentive. The Individual Performance
            Factor is a function of individual performance, impact on company
            results and perceived future contributions to the company while the
            financial performance of the company under KMIP is measured by
            Operating Income.

      -     KMIP AND INSIDER TRADING POLICY -- Please note that each participant
            in the Key Manager Incentive Plan is considered a "Restricted
            Individual", and is subject to trading windows and blackout periods,
            as per the AMIS Holdings, Inc., Corporate Policy and Procedure on
            Insider Trading (see posting found on INsite at
            http://insite.amis.com/insider_trading/english.shtml).

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                                                                      [AMI LOGO]

                       Amended Key Manager Incentive Plan
                                     (KMIP)
                                      2004
KMIP Plan

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                                Table of Contents

<TABLE>
<S>                                           <C>
1.0   PURPOSE.........................        4

2.0   TERM............................        4

3.0   PLAN ADMINISTRATION.............        4

4.0   MISCELLANEOUS...................        4

5.0   ELIGIBILITY.....................        5

6.0   TARGET INCENTIVES...............        5

7.0   AMIS PERFORMANCE OBJECTIVES.....        6

8.0   INCENTIVE DETERMINATION.........        6
</TABLE>

ATTACHMENTS:

A. MATHEMATICAL REPRESENTATION OF FORMULA FOR CALCULATING KMIP

B. KMIP PERFORMANCE FACTOR BONUS AGREEMENT

C. SAMPLE KMIP COMMUNICATION LETTER

KMIP Plan

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1.0   PURPOSE

      The purpose of the AMI Semiconductor, Inc. Key Manager Incentive Plan
      ("Plan") is to reward senior management and senior technical leaders (AMI
      Semiconductor and its subsidiaries) who are responsible for and drive the
      achievement of company objectives.

2.0   TERM

      The term of the Plan is 12 months, commencing on January 1, 2004 and
      ending December 31, 2004.

3.0   PLAN ADMINISTRATION

      The Board of Directors of the Company approves the Company's annual
      Operating Plan including targets for Operating Income. The Compensation
      Committee of the Company's Board reviews and approves the specific
      Operating Income targets for KMIP Payouts. Additionally the Compensation
      Committee reviews and recommends KMIP Incentive Targets, reviews plan
      results and recommends payouts and Individual Performance Factors for the
      CEO and CFO for approval by the Company's board of directors. The
      Compensation Committee also reviews and approves KMIP Incentive Targets,
      payouts and Individual Performance Factors for other Executive Managers.
      For non-executive management participants, the Plan will be administered
      by a Plan Committee consisting of the Senior Vice President of Human
      Resources, Chief Financial Officer and Chief Executive Officer ("Plan
      Committee"). The Plan Committee will have responsibility to review and
      approve the eligibility and target incentive amounts for non-Executive
      Managers. The Individual Performance Factor for non-Executive Managers is
      determined by the employee's executive management and the CEO.

4.0   MISCELLANEOUS

      A.    This plan provides guidelines only and is not established to grant
            to any participant any contractual rights. AMI Semiconductor, Inc.
            ("AMIS") reserves the absolute right to change this Plan, with or
            without notice, at any time.

      B.    Nothing in this Plan shall be construed to create or to imply the
            creation of a term contract between AMIS and any participant nor a
            guarantee of employment for any specific period of time.

      C.    AMIS reserves the unilateral right to terminate participation in the
            Plan of any individual(s) at any time, with or without cause and
            with or without prior written notice.

      D.    All incentive payments under the Plan are subject to the total
            discretion of AMIS, and, prior to distribution pursuant to the
            provisions of the Plan, incentive payments may be reduced or
            eliminated entirely if business considerations of AMIS so require.

      E.    Each participant in the Key Manager Incentive Plan is considered a
            "Restricted Individual", and is subject to trading windows and
            blackout periods, as per the AMIS Holdings, Inc., Corporate Policy
            and Procedure on Insider Trading (see posting found on INsite at
            http://insite.amis.com/insider_trading/english.shtml).

KMIP Plan

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5.0   ELIGIBILITY

            To be eligible for the KMIP, the following requirements must be met:

            1.    To receive any payment pursuant to the Plan, the employee must
                  be employed by AMIS throughout the period of time during which
                  the performance criteria set forth in the Plan are measured,
                  and also must be employed by AMIS up to and including the date
                  on which any such payment pursuant to the Plan is made.

            2.    To receive any payment pursuant to the Plan, the employee must
                  not be participating in any other cash Incentive program.
                  (e.g. Sales or commissioned employees) unless the CEO approves
                  an exception.

            4.    Participants who receive a performance rating for the plan
                  year of development required (DR) are typically ineligible for
                  payout.

            5.    For those employees whose termination of employment is due to
                  death, disability, reduction in force, or normal retirement as
                  defined in Belgian Social Security legislation, or as
                  otherwise agreed upon as a result of a Separation Agreement, a
                  pro-rata payment of the incentive may be made, at the
                  discretion of the Committee.

            6.    Resignation by the employee from AMIS automatically
                  disqualifies the employee from participation in the Plan.

            7.    Participation in the Plan in no way affects or restricts
                  AMIS's unqualified right at any time to make any
                  organizational changes that it may deem appropriate
                  (including, but not limited to, position reassignment).

            8.    This Plan will not replace any merit increase eligibility.

6.0   TARGET INCENTIVES

      A.    At the start of the Plan term, a target incentive percentage will be
            set for each participant, based upon level in the organization. All
            target incentives are subject to the review and approval of the
            Committee.

      B.    Target incentives for all participants will be expressed as a
            percentage of annual base salary as of December 31 of that plan
            year.

      C.    For purposes of the Plan, "base salary" will be defined as:

      -     Belgium employees will be gross monthly salary x 13.92.
      -     France and Italy employees will be gross monthly salary x 13
      -     Czech Republic employees will be gross monthly salary x 12.5
      -     US, UK, Germany and Philippines employees will be gross monthly
            salary x 12

KMIP Plan

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      -     The base salary excludes any incentive payments under the Plan or
            any of the AMIS's other incentive compensation programs, sales
            incentive programs, differentials, or other payments in addition to
            base salary. Examples of how incentives are calculated are included
            in Attachment A.

      D.    For net guaranteed salaried in Belgium, target incentives will be
            expressed as a percentage of 70% of the annual net guaranteed
            salary. For purposes of the plan, annual net guaranteed salary will
            be the net monthly salary of December 31, 2004 x 13.92. The net
            monthly salary excludes any incentive payments under the plan or any
            of the AMIS's other incentive compensation programs, sales incentive
            programs, differentials or other payments in addition to base
            salary.

      E.    Employees hired into an eligible position during the Plan term will
            have their target incentive set based upon their level in the
            organization. Since the target incentive percentage applies to base
            salary paid during the Plan term, the incentive will be
            automatically pro-rated from the day they are eligible to
            participate. An employee hired into an eligible position must start
            on or before September 30th of the fiscal year to be eligible for
            the incentive.

      F.    Employees newly promoted into an eligible position during the Plan
            term will have their target incentive set based upon their level in
            the organization, similar to a new hire in Part E. above. If the
            promotion occurs during the focal review period, they will be
            eligible for the full 12-month KMIP incentive. If the promotion
            occurs at any other time during the Plan term, the incentive will be
            pro-rated from the day they are eligible to participate. An employee
            promoted into an eligible position must be promoted on or before
            September 30th of the fiscal year to be eligible for any KMIP
            incentive.

      G.    Employees who are promoted into a higher pay grade while already
            participating in the KMIP will have their annual target incentive
            set based upon their post-promotion level in the organization if
            promoted on or before September 30th of the fiscal year. Employees
            who are promoted into a higher pay grade while already participating
            in the KMIP will have their annual target incentive remain at their
            pre-promotion level in the organization if promoted after September
            30th of the fiscal year. Incentive payments will not be pro-rated
            over two different target incentives.

7.0   AMIS PERFORMANCE OBJECTIVES

      At the start of the Plan term, AMIS performance objectives for Purposes of
      the Plan will be set by the CEO, subject to the review and approval of the
      Board.

8.0   INCENTIVE DETERMINATION

   A. COMPANY PERFORMANCE FACTOR: The overall annual financial performance of
      the company will be measured by achievement of minimum and target
      Operating Income (OI) goals established in the company's Operating Plan
      for 2004, as approved by the Board. The company performance factor will be
      calculated as a percentage of target OI achieved above the minimum OI.

   B. INDIVIDUAL PERFORMANCE FACTOR: The individual performance factor is
      discretionary and is determined by the CEO/executive management or, for
      the CEO and the CFO, by the Compensation Committee and/or the Board of
      Directors. The total performance factor ranges from 0.5 to 1.5 and
      represents two bonus components. The first bonus component is
      discretionary pay for individual performance for the plan year, and is a
      value of between 0.5 and 1.0. The second bonus component is discretionary
      pay for retention of

KMIP Plan

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      the key employee for the coming plan year and is any portion of the total
      performance factor between 1.0 and 1.5. The bonus amount paid for
      retention is subject to the payback provision described in section D.

   C. INCENTIVE CALCULATION: The actual incentive is calculated by multiplying
      the plan participant's year-end base salary by their pre-determined KMIP
      percentage, their individual performance factor, and the company
      performance factor. Participants who receive a performance rating for the
      plan year of "Development Required" (DR) are ineligible for any payout.
      Examples of how incentives are calculated are included in Attachment A.

   D. BONUS REPAYMENT AGREEMENT: The portion of KMIP bonus resulting from a
      performance factor between 1.0 and 1.5 represents a retention bonus for
      the coming year and is subject to a pro-rated one-year "vesting schedule".
      While the retention portion of the bonus is paid with the earned KMIP, the
      employee will be required to repay the unvested portion of the retention
      component of the bonus if voluntarily terminating employment with AMIS
      within one (1) year of the bonus payment, as per the KMIP Performance
      Factor Bonus Agreement (see Attachment B). The repayment agreement states
      that the repayment amount will be reduced by one/twelfth (1/12) for each
      full month of AMIS employment the employee completes after receiving the
      retention component of the KMIP bonus. All KMIP participants must sign the
      Performance Factor Bonus Agreement before receiving any KMIP payout.

   E. If the company achieves the overall financial targets, incentive payments
      will be made in February or March 2005 as the audited financial statements
      of the Company are approved.

KMIP Plan

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