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                                                             Actel Corporation
                  M E M O R A N D U M                   955 East Arques Avenue
                                                     Sunnyvale, CA  94086-4533
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TO:      All U.S. Actel Employees

FROM:    Barbara McArthur, Vice President of Human Resources

DATE:    June 1, 2001

SUBJECT: OFFER TO EXCHANGE OPTIONS

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       IMPORTANT  NEWS -- Please read  immediately.  Any action must be taken by
JUNE 29, 2001!

       The Board of Directors has adopted  resolutions  offering to all eligible
employees who hold stock options the  opportunity to exchange their  outstanding
stock options for new stock options  exercisable at the fair market value of our
stock on the date of grant.  We anticipate  that the new options will be granted
on  December  31,  2001.  We are making the offer upon the terms and  conditions
described in the Offer to Exchange, this Memorandum,  the Election Form, and the
Notice to Change  Election  From Accept to Reject.  Please read these  documents
carefully before you make any decisions  regarding the offer. This offer expires
at 9:00 P.M., Pacific Daylight Time, on June 29, 2001.

       If you elect to participate in this exchange,  your existing  unexercised
stock option (the "Old  Option")  will be cancelled and a promise to issue a new
option (the "New  Option")  will be issued.  The New Option will be for the same
number of shares as your Old Option,  less any exercised shares.  The New Option
will be granted under the terms of our 1986 Incentive Stock Option Plan or under
our 1995  Employee and  Consultant  Stock Plan,  as  determined  by our Board of
Directors.  This offer may be  accepted  or rejected as to each grant or none of
your grants. There must be strict adherence to the following rules:

                                A. THE NEW OPTION

1.     All grants  cancelled  pursuant to this  program are eligible for the New
       Option.

2.     The New Option will be priced on the day we grant the option, expected to
       be December 31, 2001, at the fair market  value,  which is defined as the
       closing  price on Nasdaq on the day of grant.  This  price may be higher,
       lower,  or the same as the exercise price on your option to be cancelled.
       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.

3.     The New Option will vest in accordance  with the vesting  schedule of the
       Old Option.

4.     If your employment  with Actel  terminates  voluntarily OR  involuntarily
       prior to the grant of the New Option, you will not receive a New Option.

5.     All  other  rules of the 1986  Incentive  Stock  Option  Plan or the 1995
       Employee and Consultant Stock Plan, as applicable, will be applicable.

                B. ELIGIBLE GRANTS AND OPTION CANCELLATION RULES

1.     All  option  grants are  eligible  for  consideration  for the New Option
       assuming your election is received by 9:00 P.M.,  Pacific  Daylight Time,
       on  June  29,  2001,  or,  if we  have  extended  the  offer,  by the new
       expiration of the offer.

2.     The entire remaining  unexercised portion of the Old Option grant must be
       cancelled in its entirety.

3.     If a decision  is made to cancel a grant,  all grants  issued  within six
       months of the cancellation  (i.e.,  after December 29, 2000) must also be
       cancelled.  All cancelled grants will be replaced with a promise to issue
       a New Option (a "Promise to Grant Stock  Option(s)").  We expect to grant
       the New Option on December 31, 2001.

4.     Individuals  cancelling  a grant  pursuant  to this  program  will not be
       eligible for  additional  grants until after the New Options are granted.
       In lieu  thereof,  Actel may issue an  additional  Promise To Grant Stock
       Option(s).

5.     Once your Old  Options  are  cancelled,  you will not be able to exercise
       your Old Options even if you  terminate  employment  and do not receive a
       New Option.

6.     All New Options will be the same type of options as your Old Options,  to
       the extent allowed by law.

7.     All rights to cancelled grants will be irrevocably forfeited.

       THIS  OFFER  IS  NOT A  GUARANTY  OF  EMPLOYMENT  FOR  ANY  PERIOD.  YOUR
EMPLOYMENT WITH ACTEL REMAINS "AT WILL"  EMPLOYMENT AND MAY BE TERMINATED AT ANY
TIME BY EITHER YOU OR ACTEL, WITH OR WITHOUT CAUSE OR NOTICE.

       All eligible Option Holders must complete an Actel  Corporation  Offer to
Exchange  Options  Election Form  ("Election  Form") and hand deliver or fax (to
(408) 739-0706) a signed copy to the Actel Stock Option  Administrator  no later
than 9:00 P.M.,  Pacific  Daylight  Time, on June 29, 2001.  You are required to
make your  election to "accept" the exchange  agreement  and identify the option
grant(s) being cancelled if you wish to participate.

       The Actel  Stock  Option  Administrator  will  e-mail a  confirmation  of
receipt within two business days of receiving your Election Form.

       IF YOUR ELECTION IS RECEIVED AFTER 9:00 P.M.,  PACIFIC  DAYLIGHT TIME, ON
JUNE 29,  2001,  IT WILL NOT BE  ACCEPTED  AND YOU  WILL BE  CONSIDERED  TO HAVE
DECLINED TO ACCEPT THE EXCHANGE OFFER.



                           FREQUENTLY ASKED QUESTIONS

       The  following  are  answers to some of the  questions  that you may have
about this  offer.  We urge you to read  carefully  the Offer to  Exchange,  the
Election Form,  and the Notice to Change  Election from Accept to Reject because
the information in this Memorandum,  including these Frequently Asked Questions,
is not complete and additional  important  information is contained in the Offer
to Exchange,  the Election Form and the Notice to Change Election from Accept to
Reject.

                     A. GENERAL QUESTIONS ABOUT THE PROGRAM

1.     What securities are we offering to exchange?

       We are offering to exchange all outstanding  and unexercised  Actel stock
options held by eligible employees for new options under an Actel option plan.

2.     Why are we making the offer to exchange?

       We implemented  the offer to exchange  because a  considerable  number of
employees  have stock  options,  whether or not they are currently  exercisable,
that are priced  significantly above our current and recent trading prices. This
exchange  program is voluntary  and will permit  employees to choose  whether to
keep their current stock  options at their current  exercise  price or to cancel
those  options in exchange  for new  options  for the same number of shares.  We
expect to grant the new options on the first trading day at least six months and
one day after the date we cancel the tendered  options  (December 31, 2001).  By
making this offer to exchange outstanding options for new options that will have
an  exercise  price equal to the market  value of our common  stock on the grant
date, each eligible employee will have the opportunity to address any concern he
or she may have about holding underwater  options,  which we believe will create
better  performance  incentives  for employees who have that concern and thereby
maximize  stockholder  value.   However,   considering  the  ever-present  risks
associated  with a  volatile  and  unpredictable  stock  market,  this  does not
necessarily  mean that the new options will have exercise  prices that are lower
than the  cancelled  options.  All that we can guarantee is that the new options
will have an exercise price equal to the market value of our common stock on the
date of grant.

3.     Who is eligible?

       With the  exception  of any  member of  Actel's  Board of  Directors  and
employees who are not residents of the United  States,  any current  employee of
Actel with a stock option at any price is  eligible.  You must be an employee as
of June 1, 2001, the date this offer commences, and remain an employee as of the
date the options are cancelled in order to participate  in this offer.  In order
to receive a new  grant,  you must  remain an  eligible  employee  as of the new
option grant date. Participation in the exchange offer is strictly voluntary.

4.     Are employees outside the United States eligible to participate?

       No.

5.     How does the exchange work?

       The offer to  exchange  will  require an  employee  to make a  voluntary,
irrevocable  election to cancel  outstanding stock options by 9:00 P.M., Pacific
Daylight  Time,  on June 29, 2001  (unless we extend the offer) in exchange  for
Actel's  promise to grant one new option for each  option  cancelled  on the new
option grant date,  which we expect to be on December  31,  2001,  and priced at
Actel's  closing  market  price on that date.  Each new option  will  retain the
vesting  schedule of the cancelled option for which it was exchanged and will be
subject to the terms and conditions of the stock plan under which it is granted,
which may be either the 1986  Incentive  Stock Option Plan or the 1995  Employee
and  Consultant  Stock Plan. To  participate,  employees must cancel any and all
Actel options  granted after  December 29, 2000, and on or before June 29, 2001;
but may  choose to cancel  some,  all,  or none of their  options  granted on or
before December 29, 2000.

6.     What do I need to do to participate in the offer to exchange?

       To  participate,  you must complete the Election Form,  sign and date it,
and ensure that the Actel Stock Option  Administrator  receives it no later than
9:00 P.M.  Pacific Time on June 29, 2001. You can return your form either by fax
at  (408)  739-0706  or you  may  hand  deliver  it to the  Actel  Stock  Option
Administrator  at  Actel  Corporation,  955 East  Arques  Avenue  (Building  3),
Sunnyvale, California 94086.

7.     Who is the Actel Stock Option Administrator?

       Jean Inman in Actel Finance will be the Actel Stock Option  Administrator
until June 15, 2001. Vicky Huang in Actel Finance will be the Actel Stock Option
Administrator  after June 15,  2001.  Jean can be reached at (408)  522-4213 and
Vicky can be reached at (408) 522-4424.

8.     Is this a repricing?

       This is not a stock option  repricing in the traditional  sense.  Under a
traditional  stock option  repricing,  an  employee's  current  options would be
immediately  repriced and Actel would have a variable  accounting charge against
earnings.

9.     Why can't  Actel just  reprice my  options,  as I have seen done at other
       companies?

       In 1998, the Financial  Accounting  Standards  Board adopted  unfavorable
accounting charge consequences for companies that reprice options. If we were to
simply reprice options,  Actel's potential for profitability in the future would
be seriously impaired, as we would be required to take a charge against earnings
on any future appreciation of the repriced options.

10.    Why can't I just be granted additional options?

       Because of the large number of underwater  options currently  outstanding
at Actel, a total grant of additional  options would have severe negative impact
on Actel's dilution,  outstanding  shares,  and earnings per share. In addition,
Actel  shareholders  have approved a limited pool of options per fiscal year and
our current  reserves must be conserved for new hire,  evergreen,  and promotion
grants.

11.    Wouldn't it be easier to just quit Actel and then get rehired?

       This is not an alternative  for us because this would be treated the same
as a repricing if the rehire and resulting re-grant are within six months of the
option  cancellation  date. Again, such a repricing would cause Actel to incur a
variable accounting charge against earnings.  In addition,  by leaving Actel and
being rehired later,  an employee would not receive credit for prior service for
vesting purposes.

12.    If I participate, what will happen to my current options?

       Options  designated to be exchanged  under this program will be cancelled
on June  30,  2001,  and  will no  longer  be seen in your  options  summary  at
optionslink.com.

13.    What is the deadline to elect to exchange and how do I elect to exchange?

       The  deadline  to  participate  in this  program  is 9:00  P.M.,  Pacific
Daylight Time, on June 29, 2001, unless we extend the offer. This means that the
Actel Stock Option  Administrator  must have your form in hand before that time.
We have no  plans  to  extend  the  offer,  but if it is  extended,  you will be
notified. We reserve the right to reject any or all options elected for exchange
that we determine are not in appropriate  form or that we determine are unlawful
to accept.  Otherwise,  we will accept  properly and timely elected options that
are not validly withdrawn, subject to our rights to extend, terminate, and amend
the offer.

14.    What will happen if I do not turn in my form by the deadline?

       If you do not turn in your Election  Form by the deadline,  then you will
not participate in the option  exchange and all stock options  currently held by
you will remain  intact at their  original  price and subject to their  original
terms.

15.    During what period of time may I withdraw previously elected options?

       You may  withdraw  the options you have  elected for exchange at any time
before 9:00 P.M.,  Pacific  Daylight Time, on June 29, 2001. To withdraw options
elected for exchange, you must submit a Notice to Change Election from Accept to
Reject to the Actel Stock Option  Administrator  by 9:00 P.M.,  Pacific Daylight
Time,  on June 29,  2001.  Once you have  withdrawn  your  election  to exchange
options,  you may  re-elect  to exchange  options  only by again  following  the
delivery  procedures  described in the  Instructions to the Election Form. If we
extend this offer,  you may withdraw your  previously  elected options until the
new expiration of the offer.

16.    May I change my mind about which options I want to tender for exchange?

       Yes, you may change your  election at any time before the offer  expires.
In order to change your  election,  you must properly fill out, sign, and date a
new Election Form and deliver it to the Actel Stock Option Administrator by hand
or by fax to (408)  739-0706 by 9:00 P.M.,  Pacific  Daylight  Time, on June 29,
2001. Once you have done this, your previous  Election Form will be disregarded.
If we extend this offer,  you may change your election  until the new expiration
of the offer.

17.    Am I eligible to receive future grants if I participate in this exchange?

       Because of the accounting  limitations,  participants in this program are
ineligible  to receive any  additional  stock option  grants until after the new
option grant date.  However,  if you would otherwise have been granted an option
during the period between the  cancellation  date and the new option grant date,
it is Actel's  intention to grant an option to you on the option  exchange  date
with the same terms and conditions, other than exercise price, as the option you
would have received if you had not  participated in the exchange  program.  More
specifically, participants will not be penalized in terms of vesting.

18.    Will I have to pay taxes as a  consequence  of my  participation  in this
       exchange?

       Neither  the   cancellation  of  your  options  nor  your  receipt  of  a
replacement option should give rise to a taxable event for you, but we recommend
that you  consult  with your own tax advisor to  determine  if there are any tax
consequences  to tendering  options for exchange  that will apply to you. If you
exchange your current  options for new options,  you will not be required  under
current U.S. law to recognize income for federal income tax purposes at the time
of the  exchange.  We believe that the exchange will be treated as a non-taxable
exchange in the United States. Further, at the date of grant of the new options,
you will not be required under current U.S. law to recognize  income for federal
income tax purposes. The grant of options is not recognized as taxable income in
the  United  States.  All  employees  are  strongly  urged to read the  Offer to
Exchange for an additional discussion of the potential tax consequences.

19.    How should I decide whether or not to participate?

       We understand that this will be a challenging decision for all employees.
The program does carry  considerable  risk,  and there are no  guarantees of our
future stock  performance.  Therefore,  the decision to participate must be each
individual employee's personal decision.

20.    What does Actel's management and Board of Directors think of the offer?

       Although the Board of  Directors  has  approved  this offer,  neither the
Board of Directors nor the  management of Actel makes any  recommendation  as to
whether you should elect to exchange or refrain from  exchanging  your  options.
Members of the Board of Directors are not eligible to participate in the offer.

21.    What if I leave Actel  between the date my options are  cancelled and the
       date the new options are granted?

       You will have  forfeited  the options  tendered and accepted for exchange
and you will receive no new options. Once the offer to exchange expires (at 9:00
P.M.,  Pacific  Daylight Time, on June 29, 2001,  unless the offer is extended),
your election to tender your options is not revocable.  Therefore,  if you leave
Actel or one of its subsidiaries -- voluntarily, involuntarily, or for any other
reason -- before  your new option is  granted,  you will not have a right to any
stock options that were previously  cancelled,  and you will not have a right to
the new  option  that  would  have been  issued on the new  option  grant  date.
THEREFORE,  IF YOU DO NOT REMAIN AN EMPLOYEE ON THE NEW OPTION  GRANT DATE,  YOU
WILL NOT RECEIVE ANY NEW OPTIONS IN  EXCHANGE  FOR YOUR  OPTIONS  THAT HAVE BEEN
ACCEPTED FOR EXCHANGE. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR THE
EXCHANGED  OPTIONS IF YOU DO NOT REMAIN AN  ELIGIBLE  EMPLOYEE ON THE NEW OPTION
GRANT DATE (EXPECTED TO BE DECEMBER 31, 2001).

                B. SPECIFIC QUESTIONS ABOUT THE CANCELLED OPTIONS

22.    Which options can be cancelled?

       If you are eligible and elect to participate  in this offer,  you may opt
to cancel one or more  options  granted  under any of our option  plans.  If you
elect to cancel one or more  options,  you are  required  to cancel all  options
granted to you after December 29, 2000.

23.    Can I choose which options I wish to cancel if I have multiple options?

       You may  choose to cancel  one or more  options.  It is up to you to pick
which options,  if any, you would like to tender for exchange.  However,  if you
wish to  participate  in this  program,  you are  required to cancel all options
granted to you after December 29, 2000.

24.    Can I cancel  the  remaining  portion  of an option  that I have  already
       partially exercised?

       Yes, any remaining  outstanding,  unexercised portion of an option can be
cancelled.  The  new  option  will  be  on a  one-for-one  basis,  but  only  in
replacement of the portion of the option cancelled.

25.    Can I select which portion of an option to cancel?

       No, we cannot  partially  cancel an  outstanding  option.  The  remaining
unexercised  portion  of an  option  must  either  be  exchanged  in full or not
exchanged.

26.    If I choose to  participate,  what will happen to my options that will be
       cancelled?

       If you elect to participate in this program, on June 30, 2001, or as soon
as we can after that, we will cancel all of your  outstanding  options that were
granted after December 29, 2000, plus any others that you elected to cancel. You
will not have a right to be granted  any further  options  from us until the new
option grant date, when your new options will be issued.

                   C. SPECIFIC QUESTIONS ABOUT THE NEW OPTIONS

27.    What will be my new option share amount?

       Employees who participate in this program will receive a new stock option
on the new option grant date.  Each new stock option will be equal to the number
of shares  cancelled under the  corresponding  cancelled stock option.  Each new
option will be granted under either the 1986 Incentive  Stock Option Plan or the
1995  Employee  and  Consultant  Stock Plan  pursuant to a new option  agreement
between you and us.

28.    What will be the vesting schedule of my new options?

       The vesting  schedule for each new option granted in this program will be
exactly the same as the vesting schedule for the corresponding cancelled option.
Therefore,  no employee will lose nor gain vesting as a result of  participation
in the exchange  program  (provided that the employee remains employed until the
new option grant date).

29.    What will be my new option exercise price?

       The exercise price for the new options,  which will be granted on the new
option grant date  (expected to be December 31,  2001),  will be the fair market
value of our stock on the date of grant,  which is defined as the closing  price
of our common  stock on the Nasdaq  National  Market.  SINCE WE DO NOT INTEND TO
GRANT NEW OPTIONS UNTIL AT LEAST SIX MONTHS AND ONE DAY AFTER THE DATE WE CANCEL
THE OPTIONS  ACCEPTED FOR EXCHANGE,  THE NEW OPTIONS MAY HAVE A HIGHER  EXERCISE
PRICE THAN SOME OR ALL OF YOUR CURRENT  OPTIONS.  WE  RECOMMEND  THAT YOU OBTAIN
CURRENT MARKET  QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO ELECT
TO EXCHANGE YOUR OPTIONS.

30.    What will be my new option type,  incentive  stock option or nonstatutory
       stock option?

       Generally,  you will receive the same option type you currently  have. If
your cancelled stock options were incentive stock options, your new options will
be incentive stock options to the extent they qualify under the Internal Revenue
Code of 1986, as amended.  If your  cancelled  options were  nonstatutory  stock
options,  your new options will be nonstatutory  stock options.  Please read the
Offer to Exchange for additional information regarding the tax treatment of your
options.  In  addition,  we  recommend  that you consult your own tax advisor to
determine the tax  consequences of electing to exchange options pursuant to this
offer.

31.    When will I receive my replacement options?

       We will  grant the new  options on the new option  grant  date,  which we
anticipate  will be the first  trading day at least six months and one day after
cancellation of the options tendered for exchange. If we cancel options tendered
for exchange on June 30, 2001, the first day after the scheduled expiration date
of the offer,  we anticipate that the new option grant date will be December 31,
2001.

32.    Why won't I receive my new options  immediately after the expiration date
       of the offer?

       If we were to grant  the new  options  on any date  that is less than six
months and one day after the date we cancel the options  accepted for  exchange,
we would be required for financial  reporting  purposes to record a compensation
expense against our earnings.  By deferring the grant of the new options for six
months and one day,  we believe we will not have to record  such a  compensation
expense.  Nevertheless,  we reserve the right to grant the new options less than
six  months  and one day after  the date we  cancel  the  options  accepted  for
exchange.

33.    When  will I see the new  options  at  optionslink.com,  and when  will I
       receive my new option notice?

       You will see your new options at  optionslink.com  within two weeks after
the new option grant date, and your new option notice and agreement will be sent
to you within six weeks after the new option grant date.

34.    How can I view a summary of my options?

       All employees can view their stock options at http://www.optionslink.com,
the  utility  that we use to afford  employees  an ability  to view their  stock
options online, 24 hours a day. We opened an E*TRADE OptionsLink account for you
and a welcome kit containing  your account  password  should have been mailed to
you. If you did not  receive  the  welcome  kit and/or do not have your  account
password,  you can obtain it by calling  OptionsLink  customer  service at (650)
599-0125 or (800)  838-0908  from 9:00 A.M. to 6:00 P.M.,  Pacific  Time. If you
encounter  any  difficulty  using   optionslink.com,   you  may  contact  either
OptionsLink customer service or the Actel Stock Option Administrator.

35.    What will be the terms and conditions of my replacement options?

       Your new options will be subject to the terms and conditions of the stock
plan under which they are granted,  either the 1986 Incentive  Stock Option Plan
or the 1995  Employee and  Consultant  Stock Plan.  The terms and  conditions of
these plans are described in the Offer to Exchange.  As noted above, the vesting
schedule  for each new  option  will be  exactly  the same as the  corresponding
cancelled option.

36.    Can I have some examples of how an offer to exchange might work?

        Example "A"

                                   Assumptions

                                       Hire Date: August 21, 2000
                           New Hire Stock Option: 2,000 shares
                     New Hire Stock Option Price: $43.3125
          New Hire Stock Option Vesting Schedule: 25% after one year and then
                                                  6.25% each quarter over three
                                                  years
               Evergreen Stock Option Grant Date: August 1, 2001
                          Evergreen Stock Option: 400 shares
Stock Price on Evergreen Stock Option Grant Date: $25.00
               Evergreen Option Vesting Schedule: 50% on August 1, 2003, and
                                                  then 6.25% each quarter over
                                                  two years
                          New Options Grant Date: December 31, 2001
           Stock Price on New Options Grant Date: $15.00

                        One Alternative: Exchange Option

       Using the above  assumptions  for the sake of  illustrating  the offer to
exchange, if Employee "A" decided to participate in the exchange offer, we would
cancel  the new hire  option on June 30,  2001.  On the new option  grant  date,
December  31,  2001,  we would grant  Employee "A" a new option for 2,000 shares
with, in this example using the purely  hypothetical  stock prices,  an exercise
price of $15.00 per share.  The vesting schedule for this new option will be the
same as for the new hire option,  and therefore 625 shares (or 31.25%) will have
vested on the new grant date and the  balance  would vest  quarterly  thereafter
(with 125 shares, or 6.25%, vesting on February 21, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee "A" an evergreen  option for 400 shares with, in this example using the
purely  hypothetical  stock prices,  an exercise price of $15.00 per share.  The
vesting  schedule for the evergreen  option will be the same whether we grant it
on the new option grant date,  December 31, 2001, or the evergreen  option grant
date, August 1, 2001.

       In summary, if Employee "A" decided to participate in the exchange offer,
under the  assumed  facts he or she would  have new hire and  evergreen  options
following the exchange with an exercise price of $15.00 per share.

                  The Other Alternative: Don't Exchange Option

       If Employee "A" decided not to participate in the exchange  offer,  under
the assumed facts he or she would have a new hire option with an exercise  price
of $43.3125 and an evergreen option with an exercise price of $25.00. The number
of shares subject to the options and the vesting  schedules would be the same as
if Employee "A" decided to participate in the exchange offer.

o        Example "B"

                             Assumptions

                                            Hire Date:  January 3, 2000
                                New Hire Stock Option:  5,000 shares
                          New Hire Stock Option Price:  $23.8125
               New Hire Stock Option Vesting Schedule:  25% after one year and
                                                        then 6.25% each quarter
                                                        over three years
                                       Promotion Date:  September 1, 2000
                               Promotion Stock Option:  1,000 shares
     Stock Price on Promotion Stock Option Grant Date:  $32.625
                    Promotion Option Vesting Schedule:  6.25% each quarter over
                                                        four years
                    Evergreen Stock Option Grant Date:  August 15, 2001
                               Evergreen Stock Option:  500 shares
     Stock Price on Evergreen Stock Option Grant Date:  $22.50
                    Evergreen Option Vesting Schedule:  50% on August 1, 2003,
                                                        and then 6.25% each
                                                        quarter over two years
                               New Options Grant Date:  December 31, 2001
                Stock Price on New Options Grant Date:  $40.00

                      One Alternative: Exchange All Options

       Using the above  assumptions  for the sake of  illustrating  the offer to
exchange, if Employee "B" decided to participate fully in the exchange offer, we
would cancel the new hire and  promotion  options on June 30,  2001.  On the new
option grant date,  December 31, 2001, we would grant  Employee "B" a new option
for 5,000  shares  with,  in this example  using the purely  hypothetical  stock
prices, an exercise price of $40.00 per share. The vesting schedule for this new
option will be the same as for the new hire option,  and therefore  2,188 shares
(or 43.75%)  will have  vested on the new grant date and the balance  would vest
quarterly thereafter (with 312 shares, or 6.25%, vesting on January 3, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee  "B" a new option for 1,000  shares  with,  in this  example  using the
purely  hypothetical  stock prices,  an exercise price of $40.00 per share.  The
vesting  schedule  for this  new  option  will be the same as for the  promotion
option,  and  therefore 313 shares (or 31.25%) will have vested on the new grant
date and the balance would vest quarterly  thereafter (with 62 shares, or 6.25%,
vesting on March 1, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee "B" an evergreen  option for 500 shares with, in this example using the
purely  hypothetical  stock prices,  an exercise price of $40.00 per share.  The
vesting  schedule for the evergreen  option will be the same whether we grant it
on the new option grant date,  December 31, 2001, or the evergreen  option grant
date, August 15, 2001.

       In summary,  if Employee "B" decided to participate fully in the exchange
offer,  under the assumed  facts he or she would have new hire,  promotion,  and
evergreen  options  following the exchange with an exercise  price of $40.00 per
share.

                    Another Alternative: Exchange No Options

       If Employee "B" decided not to participate in the exchange  offer,  under
the assumed facts he or she would have a new hire option with an exercise  price
of  $23.8125,  a  promotion  option with an  exercise  price of $32.625,  and an
evergreen option with an exercise price of $22.50.  The number of shares subject
to the options and the vesting  schedules  would be the same as if Employee  "B"
exchanged all options in the offer.

                   A Third Alternative: Exchange Some Options

       Since  the new hire and  promotion  options  of  Employee  "B" were  both
granted more than six months ago,  Employee "B" may decide to exchange  only the
promotion option. If Employee "B" decided to exchange only the promotion option,
under the assumed facts he or she would have  promotion  and  evergreen  options
following the exchange with an exercise price of $40.00 per share and a new hire
option with an exercise  price of $23.8125.  The number of shares subject to the
options and the vesting schedules would be the same as if Employee "B" exchanged
all or no options in the offer.

o        Example "C"

                                   Assumptions

                                          Hire Date:  June 15, 2000
                              New Hire Stock Option:  3,000 shares
                        New Hire Stock Option Price:  $42.6875
             New Hire Stock Option Vesting Schedule:  25% after one year
                                                      and then 6.25% each
                                                      quarter over three years
                                     Promotion Date:  May 1, 2001
                             Promotion Stock Option:  500 shares
   Stock Price on Promotion Stock Option Grant Date:  $22.70
                  Promotion Option Vesting Schedule:  6.25% each quarter over
                                                      four years
                  Evergreen Stock Option Grant Date:  September 5, 2001
                             Evergreen Stock Option:  600 shares
   Stock Price on Evergreen Stock Option Grant Date:  $20.00
                  Evergreen Option Vesting Schedule:  50% on August 1, 2003, and
                                                      then 6.25% each quarter
                                                      over two years
                             New Options Grant Date:  December 31, 2001
              Stock Price on New Options Grant Date:  $25.00

                      One Alternative: Exchange All Options

       Using the above  assumptions  for the sake of  illustrating  the offer to
exchange, if Employee "C" decided to participate in the exchange offer, we would
cancel the new hire and  promotion  options on June 30, 2001.  On the new option
grant date,  December  31,  2001,  we would grant  Employee "C" a new option for
3,000 shares with, in this example using the purely  hypothetical  stock prices,
an exercise price of $25.00 per share.  The vesting schedule for this new option
will be the same as for the new hire  option,  and  therefore  1,125  shares (or
37.5%)  will have  vested  on the new  grant  date and the  balance  would  vest
quarterly thereafter (with 188 shares, or 6.25%, vesting on March 15, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee "C" a new option for 500 shares with,  in this example using the purely
hypothetical  stock prices,  an exercise price of $25.00 per share.  The vesting
schedule for this new option will be the same as for the promotion  option,  and
therefore  63 shares (or 12.5%)  will have  vested on the new grant date and the
balance would vest quarterly  thereafter (with 31 shares,  or 6.25%,  vesting on
February 1, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee "C" an evergreen  option for 600 shares with, in this example using the
purely  hypothetical  stock prices,  an exercise price of $25.00 per share.  The
vesting  schedule for the evergreen  option will be the same whether we grant it
on the new option grant date,  December 31, 2001, or the evergreen  option grant
date, August 1, 2001.

       In summary, if Employee "C" decided to participate in the exchange offer,
under the assumed facts he or she would have new hire, promotion,  and evergreen
options following the exchange with an exercise price of $25.00 per share.

                    Another Alternative: Exchange No Options

       If Employee "C" decided not to participate in the exchange  offer,  under
the assumed facts he or she would have a new hire option with an exercise  price
of  $42.6875,  a  promotion  option  with an  exercise  price of $22.70,  and an
evergreen option with an exercise price of $20.00.  The number of shares subject
to the options and the vesting  schedules  would be the same as if Employee  "C"
exchanged all options in the offer.

                         No Practical Third Alternative

       Employee  "C" may not  exchange  only the new  hire  option  because  the
promotion  option was granted  within the last six months.  While  Employee  "C"
could theoretically exchange only the promotion option, it is unlikely under the
assumed facts that he or she would not also exchange the  higher-priced new hire
option.

37.    What happens if Actel is acquired before the new options are granted?

       If we are  acquired or involved in a similar  transaction  before the new
options are granted,  we would require the surviving  corporation  to assume our
obligation  to grant new options.  The new options would still be granted on the
new option  grant date,  but they would be options to purchase the shares of the
surviving corporation.  The exercise price would be equal to the market price of
the  surviving  company's  stock on the date of grant.  For example,  if we were
acquired by means of a merger, the number of shares would be equal to the number
of our shares that you would have  received,  multiplied  by the exchange  ratio
that was used in the merger.  For example,  please  assume the  following  facts
(which are entirely fictitious):

       o      You elect to cancel  options  to  purchase  1,000  shares of Actel
              common stock.

       o      You have six months of service when your old options are cancelled
              on June 30, 2001.

       o      Three  months  later,  on  September  30,  2001,  XYZ  Corporation
              acquires Actel.

       o      In  the  merger,  Actel  shareholders  receive  one  share  of XYZ
              Corporation  stock for every two  shares of Actel  stock that they
              own.

       On December 31, 2001, you would receive options to purchase 500 shares of
XYZ  Corporation  stock with  one-year  vesting  credit (the six months  accrued
before the cancellation of the option and the  approximately  six months between
the cancellation and the grant of the new option).  The exercise price per share
would be  equal to the  market  price  of XYZ  Corporation  stock on the date of
grant.

       Alternatively,  Actel  reserves  the right to grant the new options  less
than six months and one day after the date we cancel the  options  accepted  for
exchange. Using the above assumptions for the sake of illustration, the Board of
Directors  may, in the  exercise of its sole  discretion,  grant the new options
before XYZ  Corporation  acquires  Actel. In that case, the new options would be
treated in the merger the same way as any other outstanding Actel options.

38.    After the grant of the new options,  what happens if my options again end
       up underwater?

       We are conducting  this offer only at this time,  considering the unusual
stock  market  conditions  that have  affected  many  companies  throughout  the
country.  Therefore,  you should assume that this is a one-time  offer that will
not be repeated in the future.  Since your stock options are valid for ten years
from the date of initial grant,  subject to continued  employment,  the price of
our common  stock may  appreciate  over the long term even if your  options  are
underwater  for some  period of time  after the grant  date of the new  options.
HOWEVER,  WE CAN PROVIDE NO ASSURANCE AS TO THE PRICE OF OUR COMMON STOCK AT ANY
TIME IN THE FUTURE.

39.    What do I need to do to participate in the offer to exchange program?

       To  participate,  you must properly  complete the Election Form, sign and
date it, and ensure that the Actel  Stock  Option  Administrator  receives it no
later than 9:00 P.M., Pacific Daylight Time, on Friday,  June 29, 2001 or, if we
extend the offer, no later than the new expiration of the offer.  You can return
your form  either by fax at (408)  739-0706  or  deliver it by hand to the Actel
Stock  Option  Administrator  at  Actel  Corporation,  955  East  Arques  Avenue
(Building 3), Sunnyvale, California 94086. If you need an additional copy of the
Election  Form, you may contact the Actel Stock Option  Administrator,  who will
provide additional copies at no expense to you.
