
                                ACTEL CORPORATION

                            OFFER TO EXCHANGE OPTIONS

                            NOTICE TO CHANGE ELECTION
                              FROM ACCEPT TO REJECT

       I  previously  received a copy of the Offer to Exchange,  the  Memorandum
from Barbara  McArthur,  both dated June 1, 2001, and an Election Form. I signed
and returned the Election Form, in which I elected to accept Actel Corporation's
offer to  exchange  some of or all of my options  (the  "Offer").  I now wish to
change  that  election  and reject  Actel's  Offer to  exchange  my  options.  I
understand  that by  signing  this Notice  and  delivering  it to Vicky Huang by
9:00 P.M. Pacific Daylight Time on June 29, 2001, I will be able to  withdraw my
acceptance of the Offer and reject the Offer to exchange options instead. I have
read and  understand  all the terms  and  conditions  of the  Offer to  exchange
options. I have read and understand the instructions attached to this Notice.

       I understand  that in order to reject the Offer,  I must sign,  date, and
deliver this Notice via facsimile (fax # (408)  739-0706) or by hand delivery to
Vicky Huang by 9:00 P.M., Pacific Daylight Time, on June 29, 2001.

       I understand that by rejecting the Offer to exchange options,  I will not
receive  any New  Options  pursuant to the Offer and I will keep the Old Options
that I have. These options will continue to be governed by the stock option plan
under which they were  granted and by the  existing  option  agreements  between
Actel and me.

       I understand  that I may change this election,  and once again accept the
Offer to exchange options,  by submitting a new Election Form to Vicky Huang via
facsimile (fax # (408) 739-0706) or by hand delivery prior to 9:00 P.M., Pacific
Daylight Time, on June 29, 2001.

       I have signed  this  Notice and printed my name  exactly as it appears on
the Election Form.

       I do not accept the Offer to exchange any options.





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  Employee Name (Please Print)                  Employee Signature

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Employee ID (Social Security) Number                Date and Time

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         E-mail Address                           Telephone Number


<PAGE>


                                  INSTRUCTIONS

              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.     Delivery of Notice to Change Election From Accept to Reject.

       A properly  completed  and  executed  original  of this  Notice to Change
Election  From Accept to Reject (or a facsimile  of it) and any other  documents
required  by this  Notice  to Change  Election  From  Accept  to Reject  must be
received by Vicky Huang  either by hand  delivery or by  facsimile at the number
listed on the front  cover of this  Notice to  Change  Election  From  Accept to
Reject (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 Notice to Change Election From Accept to Reject
to  Vicky  Huang at Actel  (Building  3) or you may fax it to her at the  number
listed on the front  cover of this  Notice to  Change  Election  From  Accept to
Reject (fax # (408) 739-0706). In all cases, you should allow sufficient time to
ensure timely delivery.

       Although by submitting a Notice to Change  Election From Accept to Reject
you have  withdrawn  your tendered  options from the Offer,  you may change your
mind and  re-accept  the Offer  until the  expiration  of the Offer.  Tenders of
options  made  through the Offer may be made at any time  before the  Expiration
Date.  If the Offer is extended by Actel  beyond that time,  you may tender your
options at any time until the extended  expiration of the Offer.  To change your
mind and elect to  participate  in the Offer,  you must deliver a new signed and
dated  Election  Form,  or a facsimile of the Election  Form,  with the required
information to Actel while you still have the right to participate in the Offer.
Your options will not be properly  tendered for purposes of the Offer unless the
withdrawn  options  are  properly  re-tendered  before  the  Expiration  Date by
delivery of the new Election  Form  following  the  procedures  described in the
Instructions to the Election Form.

       If you do not wish to withdraw all your tendered  options from the Offer,
you should not fill out this Notice to Change Election From Accept to Reject. If
you wish to change your election with respect only to  particular  options,  you
should  submit a new Election Form  instead.  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 the  Instructions  to the
Election Form before the  Expiration  Date or, if the Offer is extended,  before
the extended  expiration of the Offer.  Upon the receipt of such a new, properly
signed and dated Election Form, any previously submitted Election Form or Notice
to  Change  Election  From  Accept  to Reject  will be  disregarded  and will be
considered replaced in full by the new Election Form.

       By signing  this  Notice to Change  Election  From Accept to Reject (or a
facsimile of it), you waive any right to receive any notice of the withdrawal of
the tender of your options, except as provided for in the Offer to Exchange.

2.     Signatures on This Notice to Change Election From Accept to Reject.

       If this Notice to Change  Election From Accept to Reject 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  Notice to Change  Election  From Accept to Reject 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
Notice to Change Election From Accept to Reject.

3.     Other  Information  on This  Notice to  Change  Election  From  Accept to
       Reject.

       In addition  to signing  this  Notice to Change  Election  From Accept to
Reject,  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.

4.     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  Notice to Change  Election
From Accept to Reject,  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.

5.     Irregularities.

       All questions as to the validity,  form,  eligibility  (including time of
receipt), and acceptance of this withdrawal from the Offer 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 Notices to Change
Election From Accept to Reject that 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  Notice to Change  Election  From  Accept to
Reject,  and Actel's  interpretation  of the terms of the Offer (including these
instructions)  will be final and  binding  on all  parties.  No Notice to Change
Election  From  Accept to Reject  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 Notices to Change Election From Accept to
Reject must be cured within the 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  Notices to Change  Election  From  Accept to Reject,  and no
person will incur any liability for failure to give any such notice.

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

6.     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 whether or not to participate in the Offer.

7.     Important Tax Information.

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