2003 Committee Charter : XLNX

Revised September 2002 1
XILINX, INC.
CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
1. Composition. The members of the Nominating and Governance Committee shall
be appointed by the Board of Directors. All members of the Committee shall be
independent of management and free from any relationship that, in the opinion of the
Board, would interfere with the exercise of independent judgment as a member of the
Nominating and Governance Committee. The Committee shall consist of at least three
Directors, or such other number as the Board shall, from time to time, determine. The
Chairman of the Board of Directors, or the lead independent director in the event the
Chairman is not qualified as "independent" within the meaning of the Nasdaq listing
requirement, shall recommend to the Board the nominees for election as members of the
Nominating and Governance Committee, and the director to serve as chairperson of the
Committee.
2. Duties and Responsibilities. The duties and responsibilities of the Nominating
and Governance Committee shall include the following, in addition to such other
responsibilities as may be assigned from time to time by the Board of Directors:
Prior to the Annual Meeting of Stockholders each year, the Nominating and
Governance Committee shall make recommendations to the Board of Directors
concerning:
(a) The size and composition of the Board of Directors and each of its
committees;
(b) The form of proxy statement and proxy to be issued in connection with the
Annual Meeting;
(c) Policies and practices on shareholder voting;
(d) Plans for the annual shareholders' meeting;
(e) The effectiveness of, and the value to the Company brought by, the members
of the Board; and
(f) Nominees:
i. For election to the Board of Directors for whom the company should
solicit proxies;
ii. For election to all committees of the Board of Directors except the
Nominating and Governance Committee;
Revised September 2002 2
iii. To serve as proxies in connection with the annual shareholders' meeting;
iv. For election as corporate officers of the company; and
v. For appointment of trustees of the 401(k) fund for employees, which fund
is now managed by an independent financial institution;
3. Vacancies. Review the management organization of the Company and succession
plans for the Chairman and Chief Executive Officer, and consult with the Chairman of
the Board and Chief Executive Officer regarding the persons they consider qualified to
fill any vacancy that may occur in such positions. In the event of any vacancy of the
Chief Executive Officer position, the Nominating and Governance Committee shall
recommend to the full Board a nominee to fill such vacancy.
4. Meetings. The Nominating and Governance Committee shall meet at least once
per year, prior to the Annual Meeting of Stockholders. The Committee shall also meet at
such other times as the members, in their discretion, decide or as otherwise determined by
the Board. The Committee shall keep minutes of its meetings and advise the full Board
with respect thereto.