<PAGE>

                                                                     EXHIBIT 3.2

                                     AMENDED

                                        &

                                    RESTATED

                                     BYLAWS

                                       OF

                               AMIS HOLDINGS, INC.

                                    * * * * *

                                    ARTICLE 1
                                     OFFICES

         Section 1.01. Registered Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

         Section 1.02. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

         Section 1.03. Books. The books of the Corporation may be kept within or
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                                    ARTICLE 2
                            MEETINGS OF STOCKHOLDERS

         Section 2.01. Time and Place of Meetings. All meetings of stockholders
shall be held at such place, either within or without the State of Delaware, on
such date and at such time as may be determined from time to time by the Board
of Directors (or the Chairman in the absence of a designation by the Board of
Directors).

         Section 2.02. Annual Meetings. Unless directors are elected by written
consent in lieu of an annual meeting as permitted by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended

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("DELAWARE LAW"), an annual meeting of stockholders, commencing with the year
2004, shall be held for the election of directors and to transact such other
business as may properly be brought before the meeting. Stockholders may, unless
the certificate of incorporation otherwise provides, act by written consent to
elect directors; provided, however, that, if such consent is less than
unanimous, such action by written consent may be in lieu of holding an annual
meeting only if all of the directorships to which directors could be elected at
an annual meeting held at the effective time of such action are vacant and are
filled by such action.

         Section 2.03. Special Meetings. Special meetings of stockholders may be
called by the Board of Directors or the Chairman of the Board and shall be
called by the Secretary at the request in writing of at least two members of the
Board of Directors. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 2.04. Notice of Meetings and Adjourned Meetings; Waivers of
Notice. (a) Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given which shall state
the place, if any, date and hour of the meeting, the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by Delaware Law, such notice shall be given not less than 10
nor more than 60 days before the date of the meeting to each stockholder of
record entitled to vote at such meeting. Unless these bylaws otherwise require,
when a meeting is adjourned to another time or place (whether or not a quorum is
present), notice need not be given of the adjourned meeting if the time, place,
if any, and the means of remote communications, if any, by which stockholders
and proxy holders may be deemed to be present in person and vote at such
meeting, are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than 30
days, or after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

         (a)      A written waiver of any such notice signed by the person
entitled thereto, or a waiver by electronic transmission by the person entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

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         Section 2.05. Quorum. Unless otherwise provided under the certificate
of incorporation or these bylaws and subject to Delaware Law, the presence, in
person or by proxy, of the holders of a majority of the outstanding capital
stock of the Corporation entitled to vote at a meeting of stockholders shall
constitute a quorum for the transaction of business. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders present in person or represented by proxy shall adjourn the
meeting, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.

         Section 2.06. Voting. (a) Unless otherwise provided in the certificate
of incorporation and subject to Delaware Law, each stockholder shall be entitled
to one vote for each outstanding share of capital stock of the Corporation held
by such stockholder. Any share of capital stock of the Corporation held by the
Corporation shall have no voting rights. Unless otherwise provided in Delaware
Law, the certificate of incorporation or these bylaws, the affirmative vote of a
majority of the shares of capital stock of the Corporation present, in person or
by written proxy, at a meeting of stockholders and entitled to vote on the
subject matter shall be the act of the stockholders.

         (b)      Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to a corporate action in writing without a
meeting may authorize another person or persons to act for him by written proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period.

         Section 2.07. Action by Consent. (a) Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding capital
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing and who, if the action
had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had

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been the date that written consents signed by a sufficient number of
stockholders to take the action were delivered to the Corporation as provided in
Section 2.07(b).

         (b)      Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the
earliest dated consent delivered in the manner required by this section and
Delaware Law to the Corporation, written consents signed by a sufficient number
of holders to take action are delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.

         Section 2.08. Organization. At each meeting of stockholders, the
Chairman of the Board, if one shall have been elected, or in the Chairman's
absence or if one shall not have been elected, the director designated by the
vote of the majority of the directors present at such meeting, shall act as
chairman of the meeting. The Secretary (or in the Secretary's absence or
inability to act, the person whom the chairman of the meeting shall appoint
secretary of the meeting) shall act as secretary of the meeting and keep the
minutes thereof.

         Section 2.09. Order of Business. The order of business at all meetings
of stockholders shall be as determined by the chairman of the meeting.

                                    ARTICLE 3
                                    DIRECTORS

         Section 3.01. General Powers. Except as otherwise provided in Delaware
Law or the certificate of incorporation, the business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

         Section 3.02. Number, Election and Term Of Office. The number of
directors which shall constitute the whole Board shall be fixed from time to
time by resolution of the Board of Directors but shall not be less than two or
more than nine. The directors shall be elected at the annual meeting of the
stockholders by written ballot, except as provided in Section 2.02 and Section
3.13 herein, and each director so elected shall hold office until such
director's successor is elected and qualified or until such director's earlier
death, resignation or removal. Directors need not be stockholders.

         Section 3.03. Quorum and Manner of Acting. (a) A quorum of the Board of
Directors shall consist of a majority of the total number of directors, which

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such majority shall include at least one of the two non-independent designees of
FP appointed pursuant to Section 2.01(a) of the Shareholders' Agreement and at
least one of the two non-independent designees of the CVC Entities appointed
pursuant to Section 2.01(a) of the Shareholders' Agreement, provided that the
Institutional Shareholders together shall have the right at any time to increase
the number of directors necessary to constitute such quorum. When a meeting is
adjourned to another time or place (whether or not a quorum is present), notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Board of Directors may transact any business which might have been
transacted at the original meeting. If a quorum shall not be present at any
meeting of the Board of Directors the directors present thereat shall adjourn
the meeting, from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         (a) All actions of the Board of Directors shall require (i) the
affirmative vote of at least a majority of the directors present at a duly
convened meeting of the Board of Directors at which a quorum is present or (ii)
the unanimous written consent of the Board of Directors, provided that, in the
event that there is a vacancy on the Board of Directors and an individual has
been nominated to fill such vacancy, the first order of business shall be to
fill such vacancy.

         Section 3.04. Action By The Board. No action by the Corporation
(including but not limited to any action by the Board of Directors or any
committee thereof) shall be taken with respect to any of the following matters
without the affirmative approval of the Board of Directors, including the
affirmative approval of at least one of the two non-independent designees of FP
appointed pursuant to Section 2.01(a) of the Shareholders' Agreement and at
least one of the two non-independent designees of the CVC Entities appointed
pursuant to Section 2.01(a) of the Shareholders' Agreement:

                  (i)      (A) any merger or consolidation of the Corporation
         with or into any Person, other than a wholly owned Subsidiary, or of
         any Subsidiary with or into any Person other than the Corporation or
         any other wholly owned Subsidiary, or (B) any sale of the Corporation
         or any Subsidiary or any significant operations of the Corporation or
         any Subsidiary or any joint venture transaction, acquisition or
         disposition of assets, business, operations or securities by the
         Corporation or any Subsidiary (in a single transaction or a series of
         related transactions) having a value in each case in this clause (B) in
         excess of $10,000,000;

                  (ii)     the declaration of any dividend on or the making of
         any distribution with respect to, or the recapitalization,
         reclassification, redemption, repurchase or other acquisition of, any
         securities of the

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         Corporation or any Subsidiary, except as expressly permitted by the
         Shareholders' Agreement;

                  (iii)    any liquidation, dissolution, commencement of
         bankruptcy, liquidation or similar proceedings with respect to the
         Corporation or any Subsidiary;

                  (iv)     any incurrence, refinancing, alteration of material
         terms or prepayment by the Corporation or any Subsidiary of
         indebtedness for borrowed money in excess of $10,000,000 in the
         aggregate (or the guaranty by the Corporation or any Subsidiary of any
         such indebtedness), or the issuance of any security by the Corporation
         or any Subsidiary (not including issuances of such securities in
         connection with employee or stock option plans previously approved by
         the Board of Directors), in each case other than (A) pursuant to the
         Credit Agreement, dated December 21, 2000, among AMI Merger
         Corporation, Inc., AMI Spinco, Inc., AMI Holdings, Inc., the lenders
         named therein and Credit Suisse First Boston as administrative agent
         and collateral agent, as amended and in effect from time to time,
         provided that the aggregate indebtedness under such agreement shall not
         exceed $250,000,000 and (B) as specifically contemplated by
         Shareholders' Agreement;

                  (v)      any determination of compensation, benefits,
         perquisites and other incentives for the Chief Executive Officer or the
         Chief Financial Officer of the Corporation or its Subsidiaries and the
         approval or amendment of any plans or contracts in connection
         therewith, and any approval or amendment to any equity or other
         compensation or benefit plans for employees of the Corporation or its
         Subsidiaries;

                  (vi)     any appointment or dismissal of any of the Chairman
         of the Board, Chief Executive Officer, Chief Financial Officer or any
         other executive officer in any similar capacity of the Corporation or
         any Subsidiary;

                  (vii)    any amendment to the Shareholders' Agreement, any
         exercise or waiver of the Corporation's rights under the Shareholders'
         Agreement, any amendment to the Charter or Bylaws or any adoption of or
         amendment to the certificate of incorporation or bylaws of any
         Subsidiary;

                  (viii)   any approval of the annual business plan, budget and
         long-term strategic plan of the Corporation or any Subsidiary;

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                  (ix)     any modification of the long-term business strategy
         or scope of the business of the Corporation or any Subsidiary or any
         material customer relationships thereof; or

                  (x)      any increase or decrease to the number of Directors
         that comprise the entire Board of Directors of the Corporation or any
         Subsidiary.

         Section 3.05. Time and Place of Meetings. The Board of Directors shall
hold its meetings at such place, either within or without the State of Delaware,
and at such time as may be determined from time to time by the Board of
Directors (or the Chairman in the absence of a determination by the Board of
Directors).

         Section 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
place either within or without the State of Delaware, on such date and at such
time as shall be specified in a notice thereof given as hereinafter provided in
Section 3.08 herein or in a waiver of notice thereof signed by any director who
chooses to waive the requirement of notice.

         Section 3.07. Regular Meetings. After the place and time of regular
meetings of the Board of Directors shall have been determined and notice thereof
shall have been once given to each member of the Board of Directors, regular
meetings may be held without further notice being given.

         Section 3.08. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President and shall
be called by the Chairman of the Board, President or Secretary on the written
request of two directors. Notice of special meetings of the Board of Directors
shall be given to each director at least 12 hours before the date of the meeting
in such manner as is determined by the Board of Directors.

         Section 3.09. Committees. (a) The Board of Directors may create
executive, compensation, audit, nominating and corporate governance and such
other committees as it may determine. The Institutional Shareholders together
shall be entitled to majority representation on any committee created by the
Board, half of which such majority representation shall consist of any director
or directors designated by FP to serve on such committee and half of which such
majority representation shall consist of any director or directors designated by
the CVC Entities to serve on such committee, provided that if rules or
regulations of

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the SEC or the securities exchange or quotation system on which the Common Stock
is traded require any committee to consist of one or more "independent
directors" (as such term is defined by the rules of the securities exchange or
quotation system on which the Common Stock is traded), the directors designated
to serve on such committee by FP or the CVC Entities shall be "independent
directors" to the extent required by such applicable rules or regulations.

         (a)      As to each member of a committee that is not a director that
FP or the CVC Entities are entitled to designate to such committee (each, a
"DISINTERESTED MEMBER"), the Board of Directors may designate a Disinterested
Member as an alternate member of any committee, who may replace any absent or
disqualified Disinterested Member at any meeting of the committee. In the
absence or disqualification of a Disinterested Member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified Disinterested Member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to the following
matter: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by Delaware Law to be submitted to the
stockholders for approval or (ii) adopting, amending or repealing any bylaw of
the Corporation. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

         Section 3.10. Action by Consent. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions, are filed with
the minutes of proceedings of the Board or committee. Such filing shall be in
paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

         Section 3.11. Telephonic Meetings. Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or such committee, as the case may be, by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

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         Section 3.12. Resignation. Any director may resign at any time by
giving notice in writing or by electronic transmission to the Board of Directors
or to the Secretary of the Corporation. The resignation of any director shall
take effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

         Section 3.13. Vacancies. Unless otherwise provided in the certificate
of incorporation or the Shareholders' Agreement, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
elected by all the stockholders having the right to vote as a single class may
be filled by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. Whenever the holders of any class or
classes of stock or series thereof are entitled to elect one or more directors
by the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected. Each director so chosen shall hold office until
his successor is elected and qualified, or until his earlier death, resignation
or removal. If there are no directors in office, then an election of directors
may be held in accordance with Delaware Law. Unless otherwise provided in the
certificate of incorporation or the Shareholders' Agreement, when one or more
directors shall resign from the Board of Directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have the power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in the
filling of other vacancies.

         Section 3.14. Removal. Except as provided by the Shareholders'
Agreement, any director or the entire Board of Directors may be removed, with or
without cause, at any time by the affirmative vote of the holders of a majority
of the outstanding capital stock of the Corporation then entitled to vote at any
election of directors and the vacancies thus created may be filled in accordance
with Section 3.13 herein.

         Section 3.15. Compensation. Unless otherwise restricted by the
certificate of incorporation or these bylaws, the Board of Directors shall have
authority to fix the compensation of directors, including fees and reimbursement
of expenses.

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                                    ARTICLE 4
                                    OFFICERS

         Section 4.01. Principal Officers. The principal officers of the
Corporation shall be a President, one or more Vice Presidents, a Treasurer and a
Secretary who shall have the duty, among other things, to record the proceedings
of the meetings of stockholders and directors in a book kept for that purpose.
The Corporation may also have such other principal officers, including one or
more Controllers, as the Board may in its discretion appoint. One person may
hold the offices and perform the duties of any two or more of said offices,
except that no one person shall hold the offices and perform the duties of
President and Secretary.

         Section 4.02. Election, Term of Office and Remuneration. The principal
officers of the Corporation shall be elected annually by the Board of Directors
at the annual meeting thereof. Each such officer shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal. The remuneration of all officers of the Corporation shall be fixed by
the Board of Directors. Any vacancy in any office shall be filled in such manner
as the Board of Directors shall determine.

         Section 4.03. Subordinate Officers. In addition to the principal
officers enumerated in Section 4.01 herein, the Corporation may have one or more
Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such
other subordinate officers, agents and employees as the Board of Directors may
deem necessary, each of whom shall hold office for such period as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any principal officer the power to appoint and to remove any such subordinate
officers, agents or employees.

         Section 4.04. Removal. Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at any
time, by resolution adopted by the Board of Directors.

         Section 4.05. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors (or to a principal officer if
the Board of Directors has delegated to such principal officer the power to
appoint and to remove such officer). The resignation of any officer shall take
effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

         Section 4.06. Powers and Duties. The officers of the Corporation shall
have such powers and perform such duties incident to each of their respective

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offices and such other duties as may from time to time be conferred upon or
assigned to them by the Board of Directors.

                                   ARTICLE 5
                               GENERAL PROVISIONS

         Section 5.01. Fixing the Record Date. (a) In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than 60 nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided that the Board of Directors may fix a new record date for the adjourned
meeting.

         (a)      In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by Delaware Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
Delaware Law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

         (b)      In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of

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any rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

         Section 5.02. Dividends. Subject to limitations contained in Delaware
Law and the certificate of incorporation, the Board of Directors may declare and
pay dividends upon the shares of capital stock of the Corporation, which
dividends may be paid either in cash, in property or in shares of the capital
stock of the Corporation.

         Section 5.03. Year. The fiscal year of the Corporation shall commence
on January 1 and end on December 31 of each year.

         Section 5.04. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.

         Section 5.05. Voting of Stock Owned by the Corporation. The Board of
Directors may authorize any person, on behalf of the Corporation, to attend,
vote at and grant proxies to be used at any meeting of stockholders of any
corporation (except this Corporation) in which the Corporation may hold stock.

         Section 5.06. Certain Definitions. (a) The following terms used herein
have the following meanings:

         "CVC ENTITIES" means Citigroup Venture Capital Equity Partners, L.P.,
CVC/SSB Employee Fund, L.P., CVC Executive Fund LLC and Natasha Foundation,
taken together (the "CVC ENTITIES").

         "FP" means FP-McCartney, L.L.C.

         "INSTITUTIONAL SHAREHOLDER" means either of FP and the CVC Entities.

         "PERSON" means an individual, corporation, limited liability company,
partnership, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

         "SHAREHOLDERS' AGREEMENT" means the Shareholders' Agreement dated as of
December 21, 2000, as amended from time to time, among the Corporation,

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FP, the CVC Entities and the other parties named therein or in joinder
agreements thereto.

         "SUBSIDIARY" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.

         (a)      The term "INSTITUTIONAL SHAREHOLDER", to the extent such
entity shall have transferred any of its Company Securities to any of its
Permitted Transferees (as defined in the Shareholders' Agreement) shall mean the
Institutional Shareholder and such Permitted Transferees, taken together.

         Section 5.07. Amendments. These bylaws or any of them, may be altered,
amended or repealed, or new bylaws may be made, by the stockholders entitled to
vote thereon at any annual or special meeting thereof or by the Board of
Directors.

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