
                                     FORM OF

                        PROMISE TO GRANT STOCK OPTION(S)



To:                                    Number of New Options:
   -------------------------------                           -------------------
         (Name of Employee)

       In exchange for your  agreement to cancel one or more stock options ("Old
Option(s)") you received from Actel Corporation ("Actel"), Actel hereby promises
to grant you a stock option or options,  as  applicable,  covering the number of
shares of  Actel's  common  stock  specified  above  (the "New  Option(s)").  We
currently  expect to grant the New Options on December  31,  2001.  The exercise
price of each New Option will be the closing  price of Actel's  common  stock as
listed on the Nasdaq National Market on the date of grant.  Each New Option will
vest  according  to the same  vesting  schedule  as the Old Option it  replaces,
subject to your  continued  employment  with Actel on a full-time  basis or your
being on a bona fide leave of absence (as described below). Each New Option will
otherwise be subject to the standard  terms and  conditions  under  Actel's 1986
Incentive Stock Option Plan or 1995 Employee and Consultant  Plan, as applicable
(the "Plan"), and the applicable form of stock option agreement.

       In order to receive the New Option(s), you must be employed by Actel in a
full-time  capacity or be on a bona fide leave of absence  that was  approved by
Actel in  writing  (if the  terms of the leave  provide  for  continued  service
crediting or when continued service crediting is required by law) as of the date
the New  Options  are  granted.  This  promise  to grant does not  constitute  a
guarantee of employment  with Actel for any period.  Your  employment with Actel
remains "at-will" and can be terminated by either you or Actel at any time, with
or without cause or notice.  If you  voluntarily  terminate your employment with
Actel or if Actel  terminates your employment for any reason before December 31,
2001, you will lose all rights you have to receive any New Options.

       This  Promise  is  subject  to the terms and  conditions  of the Offer to
Exchange  dated  June 1,  2001,  the  Memorandum  from  Barbara  McArthur,  Vice
President of Human  Resources of Actel dated June 1, 2001, and the Election Form
previously   completed  and  submitted  by  you  to  Actel,  all  of  which  are
incorporated  herein by  reference  (the  "Offering  Documents").  The  Offering
Documents state, among other things, that Actel may grant the New Options before
or after  December 31, 2001,  and may not grant the New Options at all under the
conditions  described  in  Section 6 of the  Offer to  Exchange.  The  documents
described herein reflect the entire agreement between you and Actel with respect
to this  transaction.  This  Promise  may only be  amended by means of a writing
signed by you and a duly authorized officer of Actel.

                                                 ACTEL CORPORATION



                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------
                                   Date:
                                        ---------------------------------------

