EXHIBIT 2 [KLA LOGO] NEWS RELEASE - ------------------------------------------------------------------------------- KLA INSTRUMENTS CORPORATION Contact: Robert J. Boehlke Chief Financial Officer 160 Rio Robles San Jose, CA 95134 (408) 468-6285 FOR IMMEDIATE RELEASE KLA INSTRUMENTS CORPORATION AMENDS SHAREHOLDER RIGHTS PLAN San Jose, California, April 26, 1996 -- KLA Instruments Corporation (NASDAQ: KLAC) announced today that its Board of Directors had approved amendments to its Common Stock Purchase Rights Plan to better protect KLA against certain coercive takeover tactics and inadequate offers. KLA's Shareholder Rights Plan was amended to extend the term of the Plan to April 25, 2006, and to change the exercise price from $50.00 to $160.00. The amendments also reduced the stock ownership level at which the rights become exercisable and made certain other changes. The amendments are intended to bring the Rights Plan more in line with the current provisions of shareholders rights plans of many other public companies. The KLA Board believes that the extension of the Plan, the reduction of the ownership percentage threshold and the increase of the exercise price will help ensure that the plan remains effective in preserving the Company's long-term value for its stockholders. The amendments were not in response to any proposal to acquire KLA, and the KLA Board is not aware of any such effort. As amended, the Rights Plan provides that if any person or group acquires 15% or more of KLA common stock, each right not owned by such person or group will entitle its holder to purchase, at the right's then-current exercise price, KLA common stock having a value of twice the right's exercise price. KLA Instruments is the world's leading manufacturer of yield monitoring and process control systems for the semiconductor manufacturing industry. KLA is a publicly held corporation, traded on the Nasdaq National Market under the symbol "KLAC." ###