

                                ACTEL CORPORATION

                            OFFER TO EXCHANGE OPTIONS
                                  ELECTION FORM

     I have  received  the  Offer  to  Exchange,  the  Memorandum  from  Barbara
McArthur,  each dated  June 1, 2001,  the  Election  Form,  the Notice to Change
Election  From Accept to Reject,  and the Offer  Supplement  dated June 20, 2001
(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 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.

     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
         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 20, 2001, you may withdraw your tendered options at any time after July 20,
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.
