AMENDED AND RESTATED EXECUTIVE SUCCESSION AGREEMENT

     1. President and Chief Executive Officer Search. The Company agrees that as soon as practicable following the Effective Date, a Chief Executive Officer Search Committee of the Board (which includes the Executive as a Committee member) will commence a search for, and shall be responsible for locating and recommending for appointment by the Board, an appropriate successor to the positions of President and Chief Executive Officer of the Company.

     2. Continued Employment. The Executive acknowledges and agrees that commencing as of the Effective Date and continuing through such time as the Successor CEO commences employment as President and Chief Executive Officer of the Company (the "Succession Date"), the Executive shall remain employed as President and Chief Executive Officer of the Company under the same terms and conditions of employment as were in effect immediately prior to the Effective Date, including continued eligibility under all benefit plans in which he participated immediately prior to the Effective Date. The Executive shall be entitled to receive payment of an annual bonus under the Pay for Xilinx Performance Incentive Program or any successor program (the "PXP Program"), subject to the achievement of the performance goal(s) applicable to the Executive’s participation in the PXP Program; provided, however, that if the Executive’s employment with the Company terminates prior to the end of a performance goal measurement period applicable to the Executive under the PXP Program (a “Performance Period”), the bonus otherwise payable to the Executive based on the extent of performance goal achievement during such Performance Period will be pro-rated for the portion of the Performance Period elapsed prior to the date of the Executive’s termination of employment. Payment of such pro-rated bonus (less all applicable federal, state and/or local taxes and all other authorized payroll deductions) will be made within the ninety (90) day period following the end of the applicable Performance Period but in any event no later than the fifteenth (15th) day of the third month following the later of the end of the calendar year in which such Performance Period ended or the end of the Company’s taxable year in which such Performance Period ended.

     3. Succession Payment. Subject to Section 5 of this Agreement, provided that (a) the Executive remains employed as President and Chief Executive Officer from the Effective Date until the Succession Date or (b) the Executive's employment with the Company is involuntarily terminated prior to the Succession Date for other than cause, as determined in good faith by the Board, the Executive shall be paid on the date occurring six (6) months and one (1) day following the date of the Executive’s “separation from service” (as defined below) with the Company a lump sum payment equal to the sum of (i) the annual base salary that is in effect for the Executive as of the Effective Date (the "Base Salary"), and (ii) his annual target bonus, which is equal to 90% of the Base Salary, less all applicable federal, state and/or local taxes and all other authorized payroll deductions (the "Succession Payment"). For the purposes of this Agreement, the term “separation from service” will have the meaning assigned to it by final regulations promulgated under Section 409A Internal Revenue Code of 1986, as amended (the "Code").

     4. Termination of Employment. The Company and the Executive acknowledge and agree that the Executive's employment with the Company shall terminate on the Succession Date, upon which date the Executive shall (a) be deemed to have resigned from all positions he may hold with the Company and/or any of its subsidiaries (other than his positions as a non-employee director and Chairman of the Board) without any further action on the part of the Executive, and (b) receive payment of any earned and unpaid salary and accrued and unused vacation. In addition, commencing on the date of the Executive’s separation from service with the Company, the Company shall arrange to provide the Executive and his spouse with continued medical and dental insurance benefits (the "Succession Benefit") until the earlier of (i) the Executive's 65^th birthday (whether or not the Executive survives until that date) and (ii) the date the Executive becomes eligible under any other medical and dental plans, subject to the Executive continuing to pay the same portion of the insurance premiums for these benefits as he paid during his employment with the Company; provided that such medical and dental insurance benefits shall be provided through an arrangement that satisfies the requirements of Sections 105 and/or 106 of the Code. The amount of the Company-paid Succession Benefit provided during any taxable year of the Executive shall not affect the amount of the Company-paid Succession Benefit provided during any other taxable year of Executive, and the Executive’s right to the Company-paid Succession Benefit will not be subject to liquidation or exchange for another benefit.

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