Xilinx Press Release # 0662

FOR IMMEDIATE RELEASE

XILINX BOARD ADOPTS MAJORITY VOTE STANDARD FOR ELECTION OF DIRECTORS; UPDATES CORPORATE GOVERNANCE PRINCIPLES

SAN JOSE, CA, May 9, 2006 -- Xilinx, Inc. (Nasdaq: XLNX) today announced that its Board of Directors has amended the company’s bylaws to provide for election of directors by majority vote standard in uncontested elections.  A director that does not receive more votes “for” than “against” his or her election will be required to tender his or her resignation for consideration to the Board of Directors.   The Board will announce its decision to accept or reject the director resignation within 120 days following the meeting at which the election took place. In contested elections, directors will continue to be elected by the plurality standard whereby those directors with the highest number of votes cast are elected.

The Board also amended the company’s bylaws to change the number of directors serving on the Board of Directors to a range of 7 to 11.  In the future, the range in the number of directors will not be altered without stockholder approval.  The bylaw amendments also included a change in advance notice provisions.

The Board also enhanced its Significant Corporate Governance Principles by adopting the following policies:

Stock ownership requirements.  The Board of Directors has established stock ownership guidelines for Directors, the CEO and other executive officers.  For existing directors, the CEO and executive officers, the ownership requirements must be attained by June 1, 2011.  New directors and officers will be required to meet the stock ownership requirements by the fifth anniversary of the first stock grant received.

Director’s change in occupation or association.  When a director’s principal occupation or business association changes substantially during his or her tenure as director, that director shall tender his or her resignation for consideration by the Nominating and Governance Committee.  The Nominating and Governance Committee will recommend to the Board the action, if any, to be taken with respect to the resignation.

Board service limits.  The Board has set a limitation on the number of public Boards on which a Director may serve to three for any chief executive officer and four for all other directors. 

Director Education.  The Company offers internal and external course selections for new-director orientation as well as continuing education.  On a rotating basis, directors will regularly attend director education programs, including ISS-accredited courses, and report back to the entire Board on key learnings.

For a complete list of the Company’s Significant Corporate Governance Principles, please visit the investor relations website at www.investor.xilinx.com.

About Xilinx
Xilinx, Inc. (NASDAQ: XLNX) is the worldwide leader of programmable logic solutions. Additional information about Xilinx is available at http://www.xilinx.com.

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#0662

Investor Relations Contact:
Lori Owen
Xilinx, Inc.
(408) 879-6911
ir@xilinx.com