
                                ACTEL CORPORATION

                     1995 EMPLOYEE AND CONSULTANT STOCK PLAN

                    Amended and Restated as of July 21, 2000



1.     Purposes of the Plan.  The purposes of this Stock Plan are to attract and
       retain  the  best   available   personnel  for  employee  and  consultant
       positions,  to  provide  additional  incentive  to such  persons,  and to
       thereby promote the success of the Company's business.

       All options granted hereunder shall be Nonstatutory Stock Options.  Stock
       bonuses may also be granted hereunder.

2.     Definitions. As used herein, the following definitions shall apply:

       (a)    "Administrator"  means the Board or any of its Committees as shall
              be  administering  the Plan, in  accordance  with Section 4 of the
              Plan.

       (b)    "Applicable  Laws"  means the legal  requirements  relating to the
              administration  of stock  option plans under state  corporate  and
              securities laws and the Code.

       (c)    "Board" means the Board of Directors of the Company.

       (d)    "Code" means the Internal Revenue Code of 1986, as amended.

       (e)    "Committee" means a Committee appointed by the Board in accordance
              with Section 4 of the Plan.

       (f)    "Common Stock" means the Common Stock of the Company.

       (g)    "Company" means Actel Corporation, a California corporation.

       (h)    "Consultant"  means any person or entity who  renders  services to
              the Company or any Parent or Subsidiary of the Company in exchange
              for compensation and in a capacity other than as an Employee.

       (i)    "Continuous  Status as an Employee or  Consultant"  means that the
              consulting  relationship  is not  interrupted or terminated by the
              Company,  any  Parent  or  Subsidiary.  Continuous  Status  as  an
              Employee or Consultant shall not be considered  interrupted in the
              case of: (i) any leave of absence  approved by the  Administrator,
              including sick leave, military leave, or any other personal leave;
              or (ii) transfers  between locations of the Company or between the
              Company, its Parent, its Subsidiaries, or its successor.

       (j)    "Director" means a member of the Board.

       (k)    "Disability"  means total and  permanent  disability as defined in
              Section 22(e)(3) of the Code.

       (l)    "Employee"  means any person,  including  Officers and  Directors,
              employed  by  the  Company  or any  Parent  or  Subsidiary  of the
              Company. Neither service as a Director nor payment of a director's
              fee by the Company shall be sufficient to constitute  "employment"
              by the Company.

       (m)    "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
              amended.

       (n)    "Fair Market  Value"  means,  as of any date,  the value of Common
              Stock determined as follows:

              (i)    If the  Common  Stock is  listed on any  established  stock
                     exchange or a national  market  system,  including  without
                     limitation  the  National  Market  System  of the  National
                     Association of Securities Dealers, Inc. Automated Quotation
                     ("NASDAQ")  System,  the  Fair  Market  Value of a Share of
                     Common  Stock  shall be the  closing  sales  price for such
                     stock (or the closing  bid, if no sales were  reported)  as
                     quoted on such system or exchange (or the exchange with the
                     greatest  volume of  trading  in Common  Stock) on the last
                     market  trading day prior to the day of  determination,  as
                     reported in The Wall Street Journal or such other source as
                     the Administrator deems reliable;

              (ii)   If the Common Stock is quoted on the NASDAQ System (but not
                     on the  National  Market  System  thereof) or is  regularly
                     quoted by a recognized securities dealer but selling prices
                     are not  reported,  the  Fair  Market  Value  of a Share of
                     Common Stock shall be the mean between the high bid and low
                     asked  prices  for the  Common  Stock  on the  last  market
                     trading day prior to the day of determination,  as reported
                     in The Wall  Street  Journal  or such  other  source as the
                     Administrator deems reliable;

              (iii)  In the  absence  of an  established  market  for the Common
                     Stock,  the Fair Market Value shall be  determined  in good
                     faith by the Administrator.

       (o)    "Nonstatutory  Stock  Option"  means an  Option  not  intended  to
              qualify as an Incentive Stock Option within the meaning of Section
              422 of the Code and the regulations promulgated thereunder.

       (p)    "Notice of Grant" means a written notice evidencing  certain terms
              and  conditions  of an individual  Option.  The Notice of Grant is
              part of the Option Agreement.

       (q)    "Officer"  means a person who is an officer of the Company  within
              the  meaning of Section 16 of the  Exchange  Act and the rules and
              regulations promulgated thereunder.

       (r)    "Option" means a stock option or a stock bonus granted pursuant to
              the Plan.

       (s)    "Option  Agreement" means a written  agreement between the Company
              and  an  Optionee  evidencing  the  terms  and  conditions  of  an
              individual  Option grant.  The Option  Agreement is subject to the
              terms and conditions of the Plan.

       (t)    "Option  Exchange  Program"  means a program  whereby  outstanding
              options  are  surrendered  in exchange  for  options  with a lower
              exercise price.

       (u)    "Optioned Stock" means the Common Stock subject to an Option.

       (v)    "Optionee"   means  an  Employee  or   Consultant   who  holds  an
              outstanding Option.

       (w)    "Parent"  means a "parent  corporation",  whether now or hereafter
              existing, as defined in Section 424(e) of the Code.

       (x)    "Plan" means this 1995 Employee and Consultant Stock Plan.

       (y)    "Share"  means  a  share  of the  Common  Stock,  as  adjusted  in
              accordance with Section 12 of the Plan.

       (z)    "Subsidiary"  means a  "subsidiary  corporation",  whether  now or
              hereafter existing, as defined in Section 424(f) of the Code.

3.     Stock Subject to the Plan. Subject to the provisions of Section 12 of the
       Plan,  the maximum  aggregate  number of Shares which may be optioned and
       sold under the Plan is two million one hundred two thousand seven hundred
       (2,102,700)  Shares.  The  Shares may be  authorized,  but  unissued,  or
       reacquired Common Stock.

       If an  Option  expires  or  becomes  unexercisable  without  having  been
       exercised  in full,  or is  surrendered  pursuant  to an Option  Exchange
       Program,  or if reacquired,  the  unpurchased or reacquired  Shares shall
       become available for future grant or sale under the Plan (unless the Plan
       has terminated).

4.     Administration of the Plan.

       (a)    Procedure. The Plan shall be administered by (i) the Board or (ii)
              a committee  designated  by the Board,  which  committee  shall be
              constituted  to satisfy  Applicable  Laws.  Once  appointed,  such
              Committee  shall serve in its designated  capacity until otherwise
              directed  by the  Board.  The Board may  increase  the size of the
              Committee and appoint additional members,  remove members (with or
              without cause) and substitute new members, fill vacancies (however
              caused),  and remove all members of the Committee  and  thereafter
              directly  administer  the Plan,  all to the  extent  permitted  by
              Applicable Laws.

       (b)    Powers of the  Administrator.  Subject  to the  provisions  of the
              Plan,  and in the case of a  committee,  subject  to the  specific
              duties delegated by the Board to such Committee, the Administrator
              shall have the authority, in its discretion:

              (i)    to determine the Fair Market Value of the Common Stock,  in
                     accordance with Section 2(n) of the Plan;

              (ii)   to select the Employees and Consultants to whom Options may
                     be granted hereunder;

              (iii)  to determine whether and to what extent Options are granted
                     hereunder;

              (iv)   to  determine  the  number of shares of Common  Stock to be
                     covered by each Option granted hereunder;

              (v)    to approve forms of agreement for use under the Plan;

              (vi)   to determine  the terms and  conditions,  not  inconsistent
                     with the terms of the Plan, of any award granted hereunder.
                     Such terms and conditions include,  but are not limited to,
                     the exercise  price,  the time or times when Options may be
                     exercised (which may be based on performance criteria), any
                     vesting acceleration or waiver of forfeiture  restrictions,
                     and any  restriction or limitation  regarding any Option or
                     the shares of Common Stock relating thereto,  based in each
                     case on such  factors  as the  Administrator,  in its  sole
                     discretion, shall determine;

              (vii)  to  reduce  the  exercise  price of any  Option to the then
                     current  Fair Market  Value if the Fair Market Value of the
                     Common  Stock  covered by such Option  shall have  declined
                     since the date the Option was granted;

              (viii) to construe and interpret the terms of the Plan;

              (ix)   to  prescribe,  amend,  and rescind  rules and  regulations
                     relating to the Plan;

              (x)    to modify or amend each Option (subject to Section 14(c) of
                     the Plan);

              (xi)   to authorize any person to execute on behalf of the Company
                     any  instrument  required  to effect the grant of an Option
                     previously granted by the Administrator;

              (xii)  to institute an Option Exchange Program;

              (xiii) to  determine  the terms  and  restrictions  applicable  to
                     Options; and

              (xiv)  to  make  all  other  determinations  deemed  necessary  or
                     advisable for administering the Plan.

       (c)    Effect of Administrator's Decision. The Administrator's decisions,
              determinations,  and interpretations shall be final and binding on
              all Optionees and any other holders of Options.

5.     Eligibility.  Options  under the Plan may be granted only to Employees or
       Consultants.  An Employee or  Consultant  who has been  granted an Option
       may, if he or she is otherwise eligible, be granted additional Options.

6.     Limitations.

       (a)    Each  Option  shall  be  designated  in the  Notice  of Grant as a
              Nonstatutory Stock Option.

       (b)    Neither the Plan nor any Option  shall confer upon an Optionee any
              right with respect to  continuing  the  Optionee's  employment  or
              consulting relationship with the Company, nor shall they interfere
              in any way with the  Optionee's  right or the  Company's  right to
              terminate such employment or consulting  relationship at any time,
              with or without cause.

7.     Term of Plan. The Plan shall become effective upon adoption by the Board.
       It  shall  continue  in  effect  for a term  of  ten  (10)  years  unless
       terminated earlier under Section 14 of the Plan.

8.     Term of Option.  The term of each Option shall be stated in the Notice of
       Grant.

9.     Option Exercise Price and Consideration.

       (a)    Exercise  Price.  The per share exercise price (which in the event
              of a stock  bonus  shall  be zero)  for the  Shares  to be  issued
              pursuant  to  exercise  of an Option  shall be  determined  by the
              Administrator.

       (b)    Waiting  Period  and  Exercise  Dates.  At the time an  Option  is
              granted,  the Administrator  shall fix the period within which the
              Option may be exercised and shall  determine any  conditions  that
              must be satisfied before the Option may be exercised.

       (c)    Form of  Consideration.  The  Administrator  shall  determine  the
              acceptable  form  of  consideration   for  exercising  an  Option,
              including the method of payment.  Such  consideration  may consist
              entirely of:

              (i)    cash;

              (ii)   check;

              (iii)  promissory note;

              (iv)   other  Shares that have a Fair Market  Value on the date of
                     surrender  equal  to the  aggregate  exercise  price of the
                     Shares as to which said Option shall be  exercised  and, in
                     the case of Shares  acquired  upon  exercise  of an option,
                     have been owned by the Optionee for more than six months on
                     the date of surrender;

              (v)    delivery of a properly  executed  exercise  notice together
                     with such other  documentation as the Administrator and the
                     broker, if applicable,  shall require to effect an exercise
                     of the Option and  delivery  to the  Company of the sale or
                     loan proceeds required to pay the exercise price;

              (vi)   any combination of the foregoing methods of payment; or

              (vii)  such other  consideration  and  method of  payment  for the
                     issuance of Shares to the extent  permitted  by  Applicable
                     Laws.

10.    Exercise of Option.

       (a)    Procedure  for  Exercise;  Rights  as a  Shareholder.  Any  Option
              granted  hereunder shall be exercisable  according to the terms of
              the Plan and at such times and under such conditions as determined
              by the Administrator and set forth in the Option Agreement.

              An Option may not be exercised for a fraction of a Share.

              An Option shall be deemed exercised when the Company receives: (i)
              written  notice  of  exercise  (in  accordance   with  the  Option
              Agreement)  from the person  entitled to exercise the Option,  and
              (ii) full  payment for the Shares with respect to which the Option
              is exercised.  Full payment may consist of any  consideration  and
              method of payment authorized by the Administrator and permitted by
              the Option Agreement and the Plan.  Shares issued upon exercise of
              an  Option  shall be  issued  in the name of the  Optionee  or, if
              requested by the Optionee,  in the name of the Optionee and his or
              her spouse. Until the stock certificate  evidencing such Shares is
              issued (as evidenced by the appropriate  entry on the books of the
              Company or of a duly authorized transfer agent of the Company), no
              right  to vote or  receive  dividends  or any  other  rights  as a
              shareholder  shall  exist  with  respect  to the  Optioned  Stock,
              notwithstanding  the  exercise  of the Option.  The Company  shall
              issue (or cause to be  issued)  such  stock  certificate  promptly
              after the Option is exercised.  No  adjustment  will be made for a
              dividend  or other right for which the record date is prior to the
              date the  stock  certificate  is  issued,  except as  provided  in
              Section 12 hereof.

              Exercising  an Option in any manner  shall  decrease the number of
              Shares thereafter available, both for purposes of the Plan and for
              sale  under the  Option,  by the  number of Shares as to which the
              Option is exercised.

       (b)    Termination of Continuous Status as an Employee or Consultant.  In
              the event that an Optionee's  Continuous  Status as an Employee or
              Consultant  terminates,  the  Optionee  may  exercise  his  or her
              Option,  but only within such period of time as is  determined  by
              the  Administrator,  and only to the extent that the  Optionee was
              entitled  to  exercise  it at the date of  termination  (but in no
              event later than the  expiration of the term of such Option as set
              forth in the Notice of Grant). If, at the date of termination, the
              Optionee is not entitled to exercise his or her entire Option, the
              Shares  covered by the  unexercisable  portion of the Option shall
              revert to the Plan. If, after  termination,  the Optionee does not
              exercise  his or her  Option  within  the  time  specified  by the
              Administrator,  the Option shall terminate, and the Shares covered
              by such Option shall revert to the Plan.

       (c)    Death of Optionee. Notwithstanding the provisions of Section 10(b)
              above, in the event of the death of an Optionee, the entire Option
              may be exercised at any time within  twelve (12) months  following
              the date of death (but in no event  later than the  expiration  of
              the term of such  Option as set  forth in the  Notice of Grant) by
              the  Optionee's  estate or by a person who  acquired  the right to
              exercise the Option by bequest or  inheritance.  If the Optionee's
              estate or a person who  acquired  the right to exercise the Option
              by bequest or inheritance  does not exercise the Option within the
              time specified herein, the Option shall terminate,  and the Shares
              covered by such Option shall revert to the Plan.

11.    Non-Transferability  of  Options.  An  Option  may not be sold,  pledged,
       assigned,  hypothecated,  transferred, or disposed of in any manner other
       than by will or by the laws of  descent or  distribution,  and may not be
       exercised,  during the lifetime of the Optionee, by any person except the
       Optionee, without the prior written consent of the Administrator.

12.    Adjustments Upon Changes in Capitalization,  Dissolution,  Merger,  Asset
       Sale. or Change of Control.

       (a)    Changes in  Capitalization.  Subject to any required action by the
              shareholders of the Company,  the number of shares of Common Stock
              covered by each  outstanding  Option,  and the number of shares of
              Common Stock which have been  authorized  for  issuance  under the
              Plan but as to which no  Options  have yet been  granted  or which
              have been returned to the Plan upon  cancellation or expiration of
              an Option,  as well as the price per share of Common Stock covered
              by each such outstanding Option, shall be proportionately adjusted
              for any  increase or  decrease  in the number of issued  shares of
              Common Stock  resulting  from a stock split,  reverse stock split,
              stock dividend,  combination,  or  reclassification  of the Common
              Stock,  or any other  increase or decrease in the number of issued
              shares of Common Stock effected  without receipt of  consideration
              by  the  Company;  provided,   however,  that  conversion  of  any
              convertible  securities of the Company shall not be deemed to have
              been "effected without receipt of consideration."  Such adjustment
              shall be made by the Board,  whose  determination  in that respect
              shall be final,  binding,  and  conclusive.  Except  as  expressly
              provided herein,  no issuance by the Company of shares of stock of
              any class, or securities  convertible  into shares of stock of any
              class,  shall affect, and no adjustment by reason thereof shall be
              made  with  respect  to,  the  number or price of shares of Common
              Stock subject to an Option.

       (b)    Dissolution  or   Liquidation.   In  the  event  of  the  proposed
              dissolution or  liquidation of the Company,  to the extent that an
              Option  has not  been  previously  exercised,  it  will  terminate
              immediately prior to the consummation of such proposed action. The
              Board  may,  in  the  exercise  of its  sole  discretion  in  such
              instances,  declare that any Option  shall  terminate as of a date
              fixed by the Board and give each  Optionee  the right to  exercise
              his or her  Option  as to all or any part of the  Optioned  Stock,
              including  Shares as to which the Option  would not  otherwise  be
              exercisable.

       (c)    Merger or Asset Sale. Except as otherwise  specified in individual
              option agreements, in the event of a merger of the Company with or
              into another corporation,  or the sale of substantially all of the
              assets of the Company, each outstanding Option shall be assumed or
              an  equivalent  option  or  right  shall  be  substituted  by  the
              successor  corporation  or a Parent or Subsidiary of the successor
              corporation.  In the event that the successor corporation does not
              agree to assume the Option or to substitute  an equivalent  option
              or right,  the Option shall become fully vested and exercisable as
              to all of the  Optioned  Stock,  including  Shares  as to which it
              would not  otherwise be  exercisable.  If an Option  becomes fully
              vested and  exercisable in lieu of assumption or  substitution  in
              the event of a merger or sale of assets,  the Administrator  shall
              notify the Optionee that the Option shall be fully exercisable for
              a period of fifteen  (15) days from the date of such  notice,  and
              the Option will terminate upon the expiration of such period.

13.    Date of Grant. The date of grant of an Option shall be, for all purposes,
       the date on which the Administrator makes the determination granting such
       option, or such later date as is determined by the Administrator.  Notice
       of the  determination  shall  be  provided  to  each  Optionee  within  a
       reasonable time after the date of such grant.

14.    Amendment and Termination of the Plan.

       (a)    Amendment and Termination. The Board may at any time amend, alter,
              suspend, or terminate the Plan.

       (b)    Shareholder   Approval.   The  Company  shall  obtain  shareholder
              approval  of any  Plan  amendment  to  the  extent  necessary  and
              desirable to comply with any applicable  law, rule, or regulation,
              including the  requirements of any exchange or quotation system on
              which  the  Common  Stock is listed or  quoted.  Such  shareholder
              approval,  if required,  shall be obtained in such a manner and to
              such a degree as is  required  by the  applicable  law,  rule,  or
              regulation.

       (c)    Effect of  Amendment or  Termination.  No  amendment,  alteration,
              suspension,  or termination of the Plan shall impair the rights of
              any  Optionee,   unless  mutually  agreed  otherwise  between  the
              Optionee and the Administrator, which agreement must be in writing
              and signed by the Optionee and the Company.

15.    Conditions Upon Issuance of Shares.

       (a)    Legal  Compliance.  Shares  shall  not be issued  pursuant  to the
              exercise of an Option  unless the  exercise of such Option and the
              issuance  and  delivery  of such  Shares  shall  comply  with  all
              relevant  provisions of law, including,  without  limitation,  the
              Securities  Act of 1933,  as amended,  the Exchange Act, the rules
              and regulations promulgated  thereunder,  Applicable Laws, and the
              requirements of any stock exchange or quotation  system upon which
              the  Shares  may then be listed or  quoted,  and shall be  further
              subject to the approval of counsel for the Company with respect to
              such compliance.

       (b)    Investment  Representations.  As a condition to the exercise of an
              Option,  the Company may require the person exercising such Option
              to represent and warrant at the time of any such exercise that the
              Shares are being  purchased  only for  investment  and without any
              present  intention  to sell or  distribute  such Shares if, in the
              opinion of  counsel  for the  Company,  such a  representation  is
              required.

16.    Liability of Company.

       (a)    Inability  to Obtain  Authority.  The  inability of the Company to
              obtain  authority  from any regulatory  body having  jurisdiction,
              which authority is deemed by the Company's counsel to be necessary
              to the lawful  issuance  and sale of any Shares  hereunder,  shall
              relieve the Company of any  liability in respect of the failure to
              issue or sell such  Shares as to which  such  requisite  authority
              shall not have been obtained.

       (b)    Grants Exceeding Allotted Shares. If the Optioned Stock covered by
              an Option exceeds,  as of the date of grant,  the number of Shares
              which may be issued under the Plan without additional  shareholder
              approval,  such Option  shall be void with  respect to such excess
              Optioned  Stock,  unless  shareholder  approval  of  an  amendment
              sufficiently  increasing  the number of Shares subject to the Plan
              is timely obtained in accordance with Section 14(b) of the Plan.

17.    Reservation of Shares. The Company, during the term of this Plan, will at
       all times  reserve and keep  available  such number of Shares as shall be
       sufficient to satisfy the requirements of the Plan.
