
                                ACTEL CORPORATION

                            OFFER TO EXCHANGE OPTIONS
                                  ELECTION FORM

       I have  received,  read,  and  understand  the  Offer  to  Exchange,  the
Memorandum  from Barbara  McArthur,  each dated June 1, 2001, the Election Form,
and the Notice to Change Election From Accept to Reject  (together,  as they may
be amended from time to time,  constituting  the  "Offer")  offering to eligible
employees the opportunity to exchange  outstanding stock options ("Old Options")
for options  exercisable at the fair market value on the date of grant (expected
to be December 31, 2001) issued under either Actel  Corporation's 1986 Incentive
Stock Option Plan or 1995 Employee and Consultant Stock Plan. This Offer expires
at 9:00 P.M. Pacific Daylight Time on June 29, 2001.

       I understand that if I elect to cancel my Old Options in exchange for the
promise  to issue a new option  (the "New  Option"),  the number of shares  will
remain the same and the  original  vesting  schedule for the Old Options will be
applied to the New Option. I understand that for each option I cancel, I lose my
right to all outstanding  unexercised  shares under that option. I have read the
Offer  and  understand  the  possible  loss of my  cancelled  stock  options  if
employment is terminated for whatever  reason before the New Options are granted
(expected to be December 31,  2001).  I UNDERSTAND  THAT THERE IS A  POSSIBILITY
THAT THE  EXERCISE  PRICE OF THE NEW OPTIONS  COULD BE HIGHER THAN THE  EXERCISE
PRICE OF THE OLD OPTIONS  RESULTING  IN A LOSS OF SOME STOCK OPTION  BENEFIT.  I
ALSO  UNDERSTAND  THAT IF I ELECT TO CANCEL ANY OPTIONS,  ALL OPTIONS GRANTED IN
THE SIX MONTHS PRIOR TO CANCELLATION  (i.e.,  AFTER DECEMBER 29, 2000) WILL ALSO
BE CANCELLED AND REPLACED WITH NEW OPTIONS. I AGREE TO ALL TERMS OF THE OFFER.

       Subject to the above  understandings,  I would like to participate in the
Offer as indicated below. I HAVE READ AND FOLLOWED THE INSTRUCTIONS  ATTACHED TO
THIS FORM.

       Please  check  the box and note the grant  date and grant  number of each
stock  option  grant with  respect to which you agree to have such grant and all
stock option grants after December 29, 2000,  cancelled and replaced pursuant to
the terms of this Election Form.

       You may change the terms of your election to tender  options for exchange
by submitting a new Election Form or a Notice to Change  Election From Accept to
Reject prior to the cutoff of 9:00 P.M. Pacific Daylight Time, June 29, 2001.

________ Yes, I wish to tender for exchange each of the options specified below,
as well as all options granted after December 29, 2000:



<TABLE>
<CAPTION>
                                                                                                Total Number of
                                                                                          Unexercised Shares Subject
                                                                                           to The Option (Shares to
                                                                                          Unexercised Shares Subject
                                                                                           to The Option (Shares to
         Grant Number                   Grant Date                 Exercise Price                Be Cancelled)
<S>                             <C>                          <C>                          <C>
------------------------------- ---------------------------- ---------------------------- ----------------------------

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</TABLE>



I understand that all of these options will be irrevocably cancelled on June 30,
2001 (the "Cancellation Date").




-------------------------------------  -----------------------------------------
    Employee Name (Please Print)                 Employee Signature
-------------------------------------  -----------------------------------------
Employee ID (Social Security) Number                Date and Time
-------------------------------------  -----------------------------------------
         E-mail Address                            Telephone Number



                RETURN TO VICKY HUANG NO LATER THAN 9:00 P.M. PDT
      ON JUNE 29, 2001, VIA FACSIMILE AT (408) 739-0706 OR BY HAND DELIVERY

                  VICKY HUANG OR JEAN INMAN WILL SEND AN E-MAIL
                CONFIRMATION WITHIN TWO BUSINESS DAYS OF RECEIPT


<PAGE>


                                  INSTRUCTIONS

              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.     Delivery of Election Form.

       A properly  completed  and executed  original of this Election Form (or a
facsimile of it) and any other documents  required by this Election Form must be
received by Vicky Huang  either by hand  delivery or by  facsimile at the number
listed on the front cover of this  Election  Form (fax # (408)  739-0706)  on or
before 9:00 P.M. Pacific Daylight Time on June 29, 2001 (the "Expiration Date").

       The method by which you deliver any required  documents is at your option
and risk,  and the delivery will be deemed made only when  actually  received by
Actel. You may hand deliver your Election Form to Vicky Huang at Actel (Building
3) or you may fax it to her at the  number  listed  on the  front  cover of this
Election Form (fax # (408) 739-0706).  In all cases, you should allow sufficient
time to ensure timely delivery.

       Tenders of options  made  through the Offer may be  withdrawn at any time
before the Expiration  Date. If the Offer is extended by Actel beyond that time,
you may withdraw your tendered options at any time until the extended expiration
of the Offer.  In  addition,  although  Actel  currently  intends to accept your
validly  tendered  options  promptly after the  expiration of the Offer,  unless
Actel accepts your tendered options before 9:00 p.m.,  Pacific Daylight Time, on
July 27, 2001, you may withdraw your tendered options at any time after July 27,
2001. To withdraw tendered  options,  you must deliver a signed and dated Notice
to Change Election From Accept to Reject, or a facsimile of the Notice to Change
Election From Accept to Reject, with the required information to Actel while you
still have the right to withdraw the tendered  options.  Withdrawals  may not be
rescinded  and any Eligible  Options  withdrawn  will  thereafter  be deemed not
properly  tendered for purposes of the Offer  unless the  withdrawn  options are
properly  re-tendered  before the Expiration  Date by delivery of a new Election
Form following the procedures described in these Instructions.

       Tenders  of  options  made  through  the offer may be changed at any time
before the Expiration  Date. If the Offer is extended by Actel beyond that time,
you may change your election regarding  particular  tendered options at any time
until the extended  expiration of the Offer.  To change your election  regarding
particular  tendered  options while  continuing to elect to  participate  in the
Offer,  you must deliver a signed and dated new Election Form, with the required
information,  following the procedures described in these Instructions. Upon the
receipt of such a new,  properly  signed and dated Election Form, any previously
submitted  Election Form will be disregarded and will be considered  replaced in
full by the new Election Form.

       Actel  will  not  accept  any  alternative,  conditional,  or  contingent
tenders.  All  tendering  option  holders,  by signing this  Election Form (or a
facsimile  of it),  waive any right to receive any notice of the  acceptance  of
their tender, except as provided for in the Offer to Exchange.

2.     Inadequate Space.

       If  the  space  provided  in  this  Election  Form  is  inadequate,   the
information  requested by the table on this Election Form  regarding the options
to be  tendered  should be  provided  on a separate  schedule  attached  to this
Election Form. Print your name on this schedule and sign it. The schedule should
be delivered with the Election Form, and will thereby be considered part of this
Election Form.

3.     Tenders.

       If you intend to tender options through the Offer,  you must complete the
table on this  Election Form by providing  the  following  information  for each
option that you intend to tender:

       o      grant number,

       o      grant date,

       o      exercise price, and

       o      the total  number of  unexercised  option  shares  subject  to the
              option.

       Actel will not accept partial  tenders of options.  Accordingly,  you may
tender all or none of the  unexercised  shares subject to the options you decide
to tender. Also, if you intend to tender any of the options that were granted to
you, then you must tender all of your Eligible  Options that were granted to you
during the six-month period prior to the Cancellation Date.

4.     Signatures on This Election Form.

       If this  Election  Form is signed by the holder of the Eligible  Options,
the signature must correspond with the name as written on the face of the option
agreement or  agreements  to which the options are subject  without  alteration,
enlargement. or any change whatsoever.

       If this  Election Form is signed by a trustee,  executor,  administrator,
guardian, attorney-in-fact,  officer of a corporation, or other person acting in
a fiduciary or  representative  capacity,  that person  should so indicate  when
signing  and proper  evidence  satisfactory  to Actel of the  authority  of that
person so to act must be submitted with this Election Form.

5.     Other Information on This Election Form.

       In addition to signing this Election  Form,  you must print your name and
indicate the date and time at which you signed.  You must also include a current
e-mail  address and telephone  number and your employee  identification  number,
which is usually your social security number.

6.     Requests for Assistance or Additional Copies.

       Any  questions  or  requests  for  assistance,  as well as  requests  for
additional  copies  of the  Offer to  Exchange  or this  Election  Form,  may be
directed to the Actel Stock Option Administrator at Actel Corporation,  955 East
Arques Avenue,  Sunnyvale,  California 94086. Jean Inman will be the Actel Stock
Option  Administrator  until June 15,  2001,  and Vicky  Huang will be the Actel
Stock Option Administrator after June 15, 2001. Jean Inman's telephone number is
(408) 522-4213.  Vicky Huang's  telephone  number is (408)  522-4424.  Their fax
number is (408) 739-0706. Copies will be furnished promptly at Actel's expense.

7.     Irregularities.

       All questions as to the number of option shares  subject to options to be
accepted for exchange,  and the validity,  form,  eligibility (including time of
receipt),  and  acceptance  for  exchange  of any  tender  of  options  will  be
determined by Actel in its discretion. Actel's determinations shall be final and
binding on all parties. Actel reserves the right to reject any or all tenders of
options  Actel  determines  not to be in proper form or the  acceptance of which
may, in the opinion of Actel's  counsel,  be unlawful.  Actel also  reserves the
right to waive any of the conditions of the Offer and any defect or irregularity
in the tender of any particular options, and Actel's interpretation of the terms
of the Offer  (including  these  instructions)  will be final and binding on all
parties.  No tender of  options  will be deemed to be  properly  made  until all
defects and irregularities have been cured or waived. Unless waived, any defects
or  irregularities  in connection with tenders must be cured within such time as
Actel  shall  determine.  Neither  Actel  nor  any  other  person  is or will be
obligated  to give notice of any defects or  irregularities  in tenders,  and no
person will incur any liability for failure to give any such notice.

       Important:  The Election  Form (or a facsimile  copy of it) together with
all  other  required  documents  must be  received  by  Actel on or  before  the
Expiration Date.

8.     Additional Documents to Read.

       You  should  be  sure  to read  the  Offer  to  Exchange,  all  documents
referenced therein,  and the Memorandum from Barbara McArthur dated June 1, 2001
before deciding to participate in the Offer.

9.     Important Tax Information.

       You should refer to Section 13 of the Offer to Exchange,  which  contains
important U.S. federal income tax information.
