
<PAGE>





                                ACTEL CORPORATION

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                           TO BE HELD ON JUNE 27, 2003



TO THE SHAREHOLDERS:

     NOTICE IS HEREBY  GIVEN  that a Special  Meeting of  Shareholders  of Actel
Corporation, a California corporation (Actel), will be held on June 27, 2003, at
10:00  a.m.  PDT at the  Embassy  Suites,  2885  Lakeside  Drive,  Santa  Clara,
California 95054, for the following purpose only:

     o    To approve Actel's 2003 Director Stock Option Plan.

     Only  shareholders  of record at the close of business on May 30, 2003, are
entitled  to  notice of and to vote at the  Special  Meeting.  On May 30,  2003,
24,599,399 shares of Actel's Common Stock were issued and outstanding.

     All  shareholders  are cordially  invited to attend the Special  Meeting in
person.  However, to ensure your representation at the Special Meeting,  you are
urged to sign and return the  enclosed  Proxy as  promptly  as  possible  in the
postage-prepaid,   self-addressed   envelope  enclosed  for  that  purpose.  Any
shareholder  attending  the  Special  Meeting  may vote in  person  even if such
shareholder has returned a proxy.

                                             BY ORDER OF THE BOARD OF DIRECTORS

                                             David L. Van De Hey
                                             Secretary
Sunnyvale, California
June 2, 2003



<PAGE>






                                ACTEL CORPORATION

                     --------------------------------------

                               PROXY STATEMENT FOR

                         SPECIAL MEETING OF SHAREHOLDERS


                           TO BE HELD ON JUNE 27, 2003




     The  enclosed  Proxy is  solicited  on behalf of the Board of  Directors of
Actel  Corporation,  a California  corporation,  for use at a Special Meeting of
Shareholders to be held on Friday,  June 27, 2003, at 10:00 a.m. PDT, and at any
adjournments  of the  Special  Meeting  for the  purpose set forth in this Proxy
Statement and in the accompanying Notice of Special Meeting of Shareholders. The
Special Meeting will be held at the Embassy Suites,  2885 Lakeside Drive,  Santa
Clara, California 95054. The telephone number at that address is (408) 496-6400.
In this Proxy  Statement,  Actel  Corporation  is referred to as "we," "us," and
"our."

     These proxy solicitation materials were mailed on or about June 5, 2003, to
all shareholders entitled to vote at the Special Meeting.


                 INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date

     Holders of record of our Common  Stock at the close of  business on May 30,
2003  (Record  Date),  are  entitled  to  notice  of and to vote at the  Special
Meeting.  At the Record Date,  24,599,399 shares of our Common Stock were issued
and outstanding.

Revocability of Proxies

     Any proxy given pursuant to this  solicitation may be revoked by the person
giving  it at any time  before  its use by (i)  delivering  to our  Secretary  a
written  notice of revocation  or a duly executed  proxy bearing a later date or
(ii) attending the Special Meeting and voting in person. Our principal executive
offices are located at 955 East Arques Avenue, Sunnyvale,  California 94086. Our
telephone number at that address is (408) 739-1010.

Voting and Solicitation

     Each  shareholder  is  entitled  to one  vote for  each  share  held on all
matters.

     This  solicitation  of  proxies is made by our Board of  Directors  and all
related costs will be borne by us. In addition, we may reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses in
forwarding   solicitation   material  to  such   beneficial   owners.   Original
solicitation of proxies by mail may be supplemented by telephone,  facsimile, or
personal  solicitation by our directors,  officers, or regular employees without
payment of additional compensation. We have retained The Proxy Advisory Group of
Strategic  Stock  Surveillance,  LLC  to  solicit  proxies  for a  services  fee
estimated  at $7,500,  plus the  reimbursement  of customary  expenses  incurred
during the distribution of proxy materials and solicitation of shareholders.

Required Vote

     The quorum  required  to conduct  business  at the  Special  Meeting or any
adjournments  of the  Special  Meeting is a majority of the shares of our Common
Stock issued and  outstanding  on the Record Date.  If a quorum is present,  the
affirmative vote of a majority of the shares  represented at the Special Meeting
and  "entitled to vote" are required to approve the 2003  Director  Stock Option
Plan.

     Although  there is no definitive  California  statute or case law as to the
proper  treatment of  abstentions  should be counted for purposes of determining
the  presence or absence of a quorum for the  transaction  of  business  and the
total  number of shares  represented  and  "entitled to vote." In the absence of
controlling  precedent to the contrary,  we intend to treat  abstentions  in the
manner described in this paragraph.

Deadline for Receipt of Shareholder Proposals

     In order to be considered for inclusion in our proxy  statement and form of
proxy relating to our 2004 Annual Meeting of Shareholders, shareholder proposals
must be received by our  Secretary no later than December 18, 2003. In addition,
under our Bylaws, a shareholder wishing to nominate a person for election to the
Board of Directors or make a proposal at the 2004 Annual Meeting of Shareholders
must submit  notice of such  nomination  or proposal to our  Secretary 90 to 120
days before the meeting.

Share Ownership

     The following table sets forth certain information regarding the beneficial
ownership of our Common Stock by each person who we believe  owned  beneficially
more than 5% of our outstanding shares of Common Stock as of the Record Date:
<TABLE>
<CAPTION>

                                                                                          Amount and
                                                                                           Nature of
                                                                                          Beneficial      Percent of
                         Name and Address of Beneficial Owner                              Ownership       Class (1)
-----------------------------------------------------------------------------------       -------------   ----------

<S>                                                                                       <C>                <C>
Dalton, Greiner, Hartman, Maher & Co...............................................       1,251,565 (2)      5.1%
     565 Fifth Ave., Suite 2101
     New York, NY 10017

Neuberger Berman, Inc..............................................................       2,564,909 (3)     10.4%
     605 Third Ave.
     New York, NY, 10158-3698

Wellington Management Company, LLP.................................................       2,133,800 (4)      8.7%
     75 State Street
     Boston, Massachusetts  02109
</TABLE>

----------------------------------------

(1)  Calculated as a percentage of shares of our Common Stock  outstanding as of
     the Record Date.

(2)  As reported by the beneficial  owner as of December 31, 2002, in a Schedule
     13G filed with the Securities and Exchange  Commission (SEC) on January 28,
     2003. The reporting person, which is an investment adviser registered under
     Section 203 of the  Investment  Advisers Act of 1940, has sole voting power
     with respect to 1,102,565 shares of Common Stock and sole dispositive power
     with respect to 1,251,565 shares of Common Stock.

(3)  As reported by the beneficial  owner as of December 31, 2002, in a Schedule
     13G  (Amendment  No.  2)  filed  with the SEC on  February  12,  2003.  The
     reporting  person has sole voting  power with  respect to 82,759  shares of
     Common  Stock,  shared  voting power with  respect to  1,689,700  shares of
     Common Stock, and shared dispositive power with respect to 2,564,909 shares
     of Common Stock. The reporting person, which is an investment company and a
     parent holding company,  owns 100% of Neuberger  Berman,  LLC and Neuberger
     Berman Management Inc.  Neuberger Berman,  LLC is an investment advisor and
     broker/dealer  with  discretion.  Neuberger  Berman  Management  Inc. is an
     investment  advisor to a Series of Public  Mutual Funds.  Neuberger  Berman
     Genesis Fund Portfolio,  a series of Equity  Managers  Trust,  beneficially
     owns  1,618,000  shares of Common Stock.  Neuberger  Berman,  LLC serves as
     sub-adviser  and  Neuberger  Berman  Management  Inc.  serves as investment
     manager of Neuberger Berman Genesis Fund Portfolio, which holds such shares
     in the ordinary course of its business and not with the purpose of changing
     or  influencing  the control of the issuer.  The balance of the shares with
     respect to which the  reporting  person has shared  voting power is held by
     Neuberger  Berman's  various  other  Funds.  Neuberger  Berman,  LLC is the
     sub-advisor to such Funds. Neuberger Berman, LLC also has the sole power to
     vote the  shares of many  unrelated  clients.  The  clients  are the actual
     owners of those  shares and have the sole right to receive and the power to
     direct the  receipt of  dividends  from or  proceeds  from the sale of such
     shares.  The  balance of the  shares  with  respect to which the  reporting
     person has shared dispositive power is for individual client accounts.

(4)  As reported by the beneficial  owner as of December 31, 2002, in a Schedule
     13G  (Amendment  No.  1)  filed  with the SEC on  February  13,  2003.  The
     reporting  person,  which is an  investment  adviser  and a parent  holding
     company  or  control  person,  has  shared  voting  power  with  respect to
     1,325,300 shares of Common Stock and shared  dispositive power with respect
     to 2,133,800 shares of Common Stock. The shares were acquired by Wellington
     Trust  Company,  NA,  75 State  Street,  Boston MA  02109,  a wholly  owned
     subsidiary of Wellington  Management Company,  LLP and a bank as defined in
     Section 3(a)(6) of the Exchange Act of 1934, as amended (Exchange Act). The
     shares  are owned of record  by  clients  of the  reporting  person.  Those
     clients  have the right to receive,  or the power to direct the receipt of,
     dividends from, or the proceeds from the sale of, such shares.


          PROPOSAL NO. 1 -- APPROVAL OF 2003 DIRECTOR STOCK OPTION PLAN

     We are seeking shareholder  approval of the 2003 Director Stock Option Plan
(2003  Director  Plan) at the Special  Meeting to attract  and retain  qualified
outside  directors,  encourage their continued  service on the Board, and foster
their continued independence.  According to the Aon Consulting/Radford  Division
Overall Practices Report, 94% of public companies responding to the 2002 Radford
Total Compensation Survey provide stock options to their outside directors.  For
semiconductor  companies,  the  rate  was  97%  overall  and  100%  in  Northern
California.  We believe  that the  inability  to grant stock  options to outside
directors would put us at a serious  competitive  disadvantage in recruiting and
retaining qualified  independent  directors at a time when corporate  governance
developments,  most notably the  Sarbanes-Oxley  Act of 2002,  have made it both
more  difficult  and more  important to find and keep  directors who possess the
requisite financial and business expertise to make valuable contributions to the
effectiveness of the Board.

     The Board of Directors  recommends  that  shareholders  vote "FOR" the 2003
Director  Plan.  An  abstention  will have the same  effect as a vote  "AGAINST"
approval of the 2003 Director Plan.

Background

     Cash Compensation

     As compensation for their services, directors who are not employees receive
an annual  retainer  of  $18,000.  The  chairs of the Audit,  Compensation,  and
Nominating and Governance  Committees and the Audit Committee  Financial  Expert
receive an additional $5,000 annual retainer.  Directors also receive $2,000 for
each Board  meeting  attended  in  person,  $1,000  for each  committee  meeting
attended in person,  and $750 for each Board and committee  meeting  attended by
telephone.  Directors are also reimbursed for reasonable  out-of-pocket expenses
incurred in the performance of their duties.

     Stock Options

     Our 1993 Directors' Stock Option Plan (1993 Director Plan) provides for the
grant of  nonstatutory  stock options to nonemployee  directors.  For disclosure
regarding the approximate  dollar value and number of options to purchase shares
that were allocated to directors under the 1993 Director Plan in the last fiscal
year,  see "Director Plan Benefits"  below.  On August 1, 2003, our  nonemployee
directors (Messrs. Fiebiger, Henkens, Jacobsson,  Perret, and Spencer) will each
receive an option under the 1993 Director  Plan to purchase  5,000 shares of our
Common  Stock at the fair market  value on the date of grant.  The options  will
vest and become  exercisable  (subject to continued  service) on the date of our
Annual  Meeting of  Shareholders  in 2007. By its terms,  the 1993 Director Plan
will terminate on August 2, 2003.

     At our Annual Meeting of Shareholders  held on May 23, 2003, we submitted a
proposal to amend and restate our 1993 Director Plan (Annual Meeting  Proposal).
The Annual Meeting Proposal included  amendments to the 1993 Director Plan that,
among  other  things,  extended  the term of the Plan by ten  years.  The Annual
Meeting Proposal was not approved by shareholders at our 2003 Annual Meeting, so
the 1993 Director Plan will expire on August 2, 2003.

     We feel strongly that a director  stock option plan is essential to attract
and retain qualified outside directors, encourage their continued service on the
Board,  and foster their continued  independence.  At a meeting held immediately
after our 2003 Annual Meeting of Shareholders,  our Board of Directors  approved
the 2003  Director  Plan and called  the  Special  Meeting  to seek  shareholder
approval of the Plan. The 2003 Director Plan includes  several  material changes
to the  Annual  Meeting  Proposal  intended  to  make  the  2003  Director  Plan
acceptable to more shareholders:

     o    Under the 2003 Director Plan,  500,000 shares are issuable.  Under the
          Annual Meeting Proposal,  an automatic annual replenishment  "top-off"
          feature  provided that a total of 100,000 shares became  available for
          issuance  under the Plan on the first day of each  fiscal  year.  As a
          result,  1,000,000 shares were  potentially  issuable under the Annual
          Meeting Proposal.

     o    The 2003 Director Plan  prohibits  option  repricings  unless we first
          obtain the approval of our shareholders. This prohibition includes all
          option exchange  programs,  irrespective of the accounting  treatment.
          The Annual Meeting Proposal also prohibited option repricings  without
          shareholder approval,  but permitted  cancellation/replacement  awards
          that did not result in variable accounting.

     o    Under the 2003 Director Plan, no  outstanding  options will be amended
          and no  accounting  charge will be  incurred if the Plan is  approved.
          Under the Annual Meeting Proposal,  certain  outstanding options would
          have been amended,  including some with exercise prices that were less
          than the fair market value of our Common Stock on the date of the 2003
          Annual Meeting. Consequently,  approval of the Annual Meeting Proposal
          would have  resulted  in current  and  potentially  future  accounting
          charges.

Summary of the 2003 Director Plan

     The essential features of the 2003 Director Plan are summarized below. This
summary  does not purport to be complete  and is subject to, and  qualified  by,
reference to the 2003  Director  Plan, a copy of which is appended to this Proxy
Statement.

     The 2003 Director Plan is not a qualified deferred  compensation plan under
Section 401(a) of the Code and it is not subject to ERISA.

     Purposes

     The purposes of the 2003  Director  Plan are to attract and retain the best
available  personnel  for service as outside  directors,  to provide  additional
incentive  to such  nonemployee  directors,  and to  encourage  their  continued
service on the Board.

     Administration

     The  2003  Director  Plan is  designed  to  operate  automatically  without
requiring  administration.  To the extent  administration  is  necessary,  it is
provided by the Board. The  interpretation  and construction of any provision of
the 2003  Director Plan by the Board shall be final and  conclusive.  Members of
the Board receive no additional  compensation  for their  services in connection
with the administration of the 2003 Director Plan.

     The 2003 Director Plan prohibits the Board from  repricing any  outstanding
option,  including by means of option exchange,  unless shareholder  approval is
first obtained.

     Terms of Options

     The 2003  Director  Plan  provides  that each  eligible  director  shall be
granted an initial  option to purchase  12,500 shares of our Common Stock on the
date on which such person first  becomes an eligible  director and an additional
option to purchase  12,500  shares of our Common Stock on each  subsequent  date
that  such  person  is  elected  as a  director  at an  annual  meeting  of  our
shareholders.

     All but one of our  directors  (Mr.  East) is  eligible  to receive  option
grants under the 2003  Director  Plan.  Options  granted under the 2003 Director
Plan expire 10 years  after the date of grant.  Each  option is  evidenced  by a
stock option agreement.

          Vesting and Exercise of the Options

          Under the 2003 Director Plan,  all options  become  exercisable on the
     date of the first  annual  meeting of  shareholders  following  the date of
     grant,  subject to the  optionee  remaining  a director  until that  annual
     meeting.

          An  option  is  exercised  by  giving   written  notice  of  exercise,
     specifying  the number of full shares of Common Stock to be  purchased  and
     tendering  payment of the purchase price. The  consideration to be paid for
     shares  issued upon exercise of options  granted  under the Director  Plan,
     including the method of payment,  shall be determined by the administrators
     and may consist  entirely of (i) cash, (ii) check,  (iii)  previously owned
     shares of Common  Stock  (held for at least 6 months if  acquired  from the
     Company), (iv) the delivery of a properly executed exercise notice together
     with such other  documentation as the Board and the broker,  if applicable,
     shall  require to effect an  exercise  of the option  and  delivery  of the
     amount of sale or loan proceeds required to pay the exercise price (subject
     to compliance with applicable  laws,  including the  Sarbanes-Oxley  Act of
     2002), or (v) any combination of the foregoing methods.

          Option Price

          The exercise price for options granted under the 2003 Director Plan is
     the fair market  value of our Common  Stock on the date of grant.  The fair
     market value of a share of our Common Stock is the closing  sales price for
     such stock as quoted on the Nasdaq National Market on the date of grant.

          Termination of Status as a Director

          The 2003  Director  Plan  provides  that an optionee  may  exercise an
     option  within  four  years  after the date he or she  ceases to serve as a
     director,  provided that the option is exercised no later than its original
     expiration date.

          Nontransferability of Options

          Except  as  determined  otherwise  by  the  Board,  an  option  is not
     transferable by the optionee, other than by will or the laws of descent and
     distribution, and is exercisable during the optionee's lifetime only by the
     optionee.

     Stock Subject to the Option Plan

     The total number of shares of our Common Stock  reserved for issuance under
the 2003 Director Plan is 500,000.

     Adjustments; Dissolution; Mergers and Asset Sales

     In the event any change, such as a stock split or dividend,  is made in our
capitalization  that  results  in an  increase  or  decrease  in the  number  of
outstanding  shares of our Common Stock  without  receipt of  consideration,  an
appropriate  adjustment  shall be made in the  number of  shares  under the 2003
Director Plan and the price per share covered by each outstanding option. In the
event of a dissolution or liquidation,  all  outstanding  options will terminate
immediately  prior to the consummation of such action.  In the event of a merger
with or into another  corporation or a sale of all or  substantially  all of our
assets,  each  outstanding  option  shall be  assumed  or an  equivalent  option
substituted  by the  successor  corporation.  In the  event  that the  successor
corporation refuses to assume such options or to substitute  equivalent options,
each  outstanding  option  shall become  fully  vested and  exercisable.  If the
options are assumed or substituted by the successor corporation, if the director
is subsequently  terminated  from the Board,  other than pursuant to a voluntary
resignation that is not requested by the successor corporation or the director's
ceasing service due to his or her death or permanent and total  disability,  his
or her options will become fully vested and exercisable.

     Amendment and Termination

     The Board may amend or terminate the 2003  Director  Plan at any time,  but
any such action shall not  adversely  affect any stock  option then  outstanding
under the 2003 Director Plan without the consent of the holder of the option. To
the  extent  necessary  and  desirable  to  comply  with any  applicable  law or
regulation,  shareholder  approval of any  amendment to the 2003  Director  Plan
shall be obtained in such a manner and to such a degree as required. If approved
by our  shareholders  pursuant to this  Proposal,  the 2003  Director  Plan will
terminate on June 27, 2013. Any options outstanding under the 2003 Director Plan
at the time of its  termination  shall remain  outstanding  until they expire by
their terms.

Certain Federal Income Tax Information

     Options granted under the 2003 Director Plan are nonstatutory  options.  An
optionee  will  not  recognize  any  taxable  income  at the  time of grant of a
nonstatutory  option.  However,  upon its exercise,  the optionee will recognize
ordinary income for tax purposes measured by the excess of the fair market value
of the shares on the date of  exercise  over the  exercise  price.  Because  the
optionee is a director and therefore  subject to Section 16 of the Exchange Act,
the date of taxation (and the date of  measurement of taxable  ordinary  income)
may be deferred unless the optionee files an election under Section 83(b) of the
Code.  Upon resale of such shares by the optionee,  any  difference  between the
sales price and the exercise  price,  to the extent not  recognized  as ordinary
income as provided  above,  will be treated as capital gain or loss.  We will be
entitled  to a tax  deduction  in the amount  and at the time that the  optionee
recognizes  ordinary  income with respect to shares acquired upon exercise of an
option.

     The  foregoing  summary  of the  federal  income tax  consequences  of 2003
Director Plan  transactions is based on federal income tax laws in effect on the
date of this Proxy Statement.  This summary is not intended to be complete,  and
does not describe foreign, state, or local tax consequences.

     The following table  summarizes the approximate  dollar value and number of
option shares  granted under the 1993 Director Plan in 2002 to (i) each director
who is not an executive  officer and (ii) all  directors  who are not  executive
officers as a group.  Only  directors  who are not also  executive  officers are
eligible to receive  options  under the 1993 Director Plan and the 2003 Director
Plan.

                             Director Plan Benefits
<TABLE>
<CAPTION>

                                                                                         1993 Director Plan (1)
                                                                                    ---------------------------------
                                                                                                           Number of
                                                                                                            Option
                                                                                      Dollar Value          Shares
                                  Name and Position                                       (2)              Granted
--------------------------------------------------------------------------------    ---------------       -----------


<S>                                                                                 <C>                         <C>
Jos C. Henkens (3)..............................................................    $        13,850             5,000
   Director

Jacob S. Jacobsson (3)..........................................................             13,850             5,000
   Director

Henry L. Perret (4).............................................................                  -                 -
   Director

Robert G. Spencer (3)...........................................................             13,850             5,000
   Director

James R. Fiebiger (3)...........................................................             13,850             5,000
   Director
                                                                                    ---------------       -----------
Non-Executive Officer Director Group (6 persons)................................    $        69,250            25,000
                                                                                    ===============       ===========
</TABLE>
----------------------------------------

(1)  Future benefits under the 2003 Director Plan are not  determinable  because
     the value of options depends on the market price of our Common Stock on the
     date of grant.


(2)  Indicates the  difference  between the exercise  price at which shares were
     granted under the 1993  Director Plan and $17.27,  the closing price of our
     Common Stock on January 3, 2003,  the last  business day in our 2002 fiscal
     year. However, none of the options was exercisable in 2002.

(3)  Option vests on the date of our Annual Meeting of Shareholders in 2006.

(4)  Mr. Perret was elected to our Board of Directors on January 17, 2003,  when
     he  received  an  initial  option  grant for 15,000  shares  under the 1993
     Director  Plan.  The option  vests as to 25% of the  shares  subject to the
     option on the dates of our Annual Meeting of  Shareholders  in 2004,  2005,
     2006, and 2007.

     The  following  table  summarizes  as of  January  5,  2003,  the number of
securities to be issued upon the exercise of outstanding  derivative  securities
(options,  warrants,  and rights);  the  weighted-average  exercise price of the
outstanding  derivative  securities;  and the  number  of  securities  remaining
available for future issuance under our equity compensation plans.


                                   Equity Compensation Plan Information
<TABLE>
<CAPTION>

<S>                             <C>                           <C>                          <C>
                                           (a)                            (b)                       (c)
                                                                                             Number of securities
                                                                                            remaining available for
                                Number of securities to be    Weighted-average exercise      future issuance under
                                  issued upon exercise of       price of outstanding       equity compensation plans
                                   outstanding options,         options, warrants and        (excluding securities
        Plan Category               warrants and rights                rights               reflected in column (a)

Equity compensation plans
approved by security holders             6,665,611                     $ 19.71                       799,450 (1)(2)

Equity compensation plans not
approved by security holders
(3)........................              1,662,249                     $ 17.65                     2,264,753

                                --------------------------    ------------------------    ------------------------
Total......................              8,327,898 (4)(5)              $ 19.26 (4)                 3,064,203 (2)
</TABLE>
-----------------------------------------


(1)  Consists of 203 shares  available  for  issuance  under our 1986  Incentive
     Stock Option Plan,  75,000  shares  available  for issuance  under our 1993
     Director Plan, and 724,247 shares available for issuance under our ESPP. On
     January  31,  2003,  188,854  shares were  issued  under our ESPP,  leaving
     535,393 available for issuance.

(2)  Does not include  1,208,624 shares added to our 1986 Incentive Stock Option
     and 25,000 shares added to our 1993 Director Plan on January 6, 2003, under
     the Special replenishment provisions of those Plans.

(3)  Consists  of options  granted and  available  for  issuance  under our 1995
     Employee and Consultant Stock Plan.

(4)  Does not include information for options assumed in connection with mergers
     and  acquisitions.  As of  January 5,  2003,  a total of 106,038  shares of
     Common Stock with a weighted-average exercise price of $16.34 were issuable
     upon exercise of such outstanding options.

(5)  Does not include  20,353 shares of Common Stock  issuable to Mr. East under
     our Deferred Compensation Plan.

Summary of 1995 Employee and Consultant Stock Plan

     The 1995 Employee and Consultant  Stock Plan (1995 Plan) was adopted by our
Board of  Directors  on March 6,  1995.  The  purposes  of the 1995  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 our  business.  Options  granted  under the 1995 Plan are
nonstatutory  stock  options.   The  1995  Plan  is  not  a  qualified  deferred
compensation plan under Section 401(a) of the Code nor is it subject to ERISA.

     Administration; Eligibility; Terms of Options; Exercise of Options

     The 1995 Plan is  administered by the  Compensation  Committee of the Board
(Administrator). Options under the 1995 Plan may be granted as the Administrator
determines,  in its  discretion,  only to employees or  consultants  who are not
directors or officers.  Each option  granted under the 1995 Plan is subject to a
written  stock  option  agreement.  The  agreement  sets  forth  the  terms  and
conditions of such grants, including the schedule under which the option becomes
exercisable  and the exercise  price of the option.  An option is exercised when
the optionee gives written notice specifying the number of full shares of Common
Stock to be purchased and tenders payment of the purchase price.  Funds received
by us upon exercise of an option are used for general corporate purposes.

     Termination of Status as Employee or Consultant

     If the  optionee's  status as an employee or consultant  terminates for any
reason (other than as a result of death), the optionee may, within the period of
time set forth in the stock option agreement,  exercise any option granted under
the 1995 Plan, but only to the extent such option was exercisable on the date of
such  termination.  To the extent that the option is not  exercised  within such
period,  the option  terminates.  If the  optionee's  status as an  employee  or
consultant  terminates as a result of death, the optionee's legal representative
may exercise the entire  option at any time within 12 months  following the date
of death.  To the extent that the option is not  exercised  within such 12-month
period,  the option  terminates.  An option is not transferable by the optionee,
other than by will or the laws of descent and  distribution,  and is exercisable
during the optionee's lifetime only by the optionee.

     Adjustments; Dissolution; Mergers and Asset Sales

     In the event any change, such as a stock split or dividend,  is made in our
capitalization  that  results  in an  increase  or  decrease  in the  number  of
outstanding  shares of our Common Stock  without  receipt of  consideration,  an
appropriate adjustment shall be made in the number of shares under the 1995 Plan
and the price per share covered by each  outstanding  option.  In the event of a
dissolution or liquidation,  all outstanding options will terminate  immediately
prior to the consummation of such action.  In the event of a merger with or into
another  corporation or a sale of all or substantially  all of our assets,  each
outstanding  option shall be assumed or an equivalent option  substituted by the
successor  corporation.  If the  successor  corporation  refuses to assume  such
options or to  substitute  equivalent  options,  each  outstanding  option shall
become fully vested and exercisable.

     Amendment and Termination

     The Board may amend or  terminate  the 1995 Plan at any time,  but any such
action shall not adversely  affect any stock option then  outstanding  under the
1995 Plan  without the  consent of the holder of the option.  The 1995 Plan will
terminate on July 19, 2012, unless earlier terminated as described above.


<PAGE>


                                OTHER INFORMATION

Security Ownership of Management

     The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of the Record Date by (i) each  director,  (ii)
each officer named in the Summary  Compensation  Table,  and (iii) all directors
and officers as a group:
<TABLE>
<CAPTION>

                                                                                         Shares         Percentage
                                                                                      Beneficially     Beneficially
                                       Name                                             Owned (1)        Owned (2)
--------------------------------------------------------------------------------      --------------   ------------
<S>                                                                                        <C>            <C>
John C. East (3)................................................................             324,876       1.3%
James R. Fiebiger (3)...........................................................              11,250         *
Esmat Z. Hamdy (3)..............................................................              94,975         *
Jos C. Henkens (3)..............................................................              26,297         *
Paul V. Indaco (3)..............................................................             185,824         *
Jacob S. Jacobsson (3)..........................................................              20,000         *
Dennis G. Kish (3)..............................................................             107,810         *
Fares N. Mubarak (3)............................................................             121,255         *
Henry L. Perret.................................................................              26,238         *
Robert G. Spencer (3)...........................................................              38,166         *
All Directors and Executive Officers as a Group (14 persons) (3)................           1,262,800       4.9%
</TABLE>
----------------------------------
*        Less than one percent.


(1)  Except  as  indicated  in the  footnotes  to this  table  and  pursuant  to
     applicable  community  property laws, the persons and entities named in the
     table have sole voting and sole investment power with respect to all shares
     of Common Stock beneficially owned.

(2)  Calculated as a percentage of shares of Common Stock  outstanding as of the
     Record Date.

(3)  Includes for each indicated  director and officer shares issuable  pursuant
     to stock options that are exercisable within 60 days after the Record Date:
     for Mr. East,  262,277 shares;  for Mr.  Fiebiger,  11,250 shares;  for Mr.
     Hamdy,  55,761 shares;  for Mr.  Henkens,  22,500  shares;  for Mr. Indaco,
     181,248 shares;  for Mr. Jacobsson,  20,000 shares;  for Mr. Kish,  107,810
     shares; for Mr. Mubarak,  121,255 shares;  for Mr. Spencer,  35,500 shares;
     and for all directors and officers as a group, 1,112,807 shares.

Executive Compensation

     Summary of Officer Compensation

     The following table sets forth  information  concerning the compensation of
the five mostly highly  compensated  executive  officers who were serving as our
executive officers at the end of the last completed fiscal year:

                         Summary Compensation Table (1)
<TABLE>
<CAPTION>

                                                                                                        Long Term
                                                                                                      Compensation
                                                                                                      ------------
                                                                 Special Compensation                    Awards
                                                     ---------------------------------------------    ------------
                                                                                                       Securities
                                                                                   Other Special       Underlying
       Name and Principal Position           Year       Salary       Bonus (2)     Compensation          Options
-----------------------------------------   -------  -------------  -----------  -----------------    ------------

<S>                                          <C>     <C>            <C>          <C>                      <C>
John C. East...........................      2002    $  381,894     $        0   $           0            120,000
   President and                             2001       362,800 (3)          0               0            125,000
   Chief Executive Officer                   2000       378,863        445,044               0            140,000

Esmat Z. Hamdy.........................      2002       280,957              0               0             45,000
   Senior Vice President of                  2001       280,957              0               0             50,000
   Technology and Operations                 2000       275,434        229,261               0             63,000

Paul V. Indaco.........................      2002       259,064              0           8,700 (4)         45,000
   Vice President of Sales                   2001       259,064              0           8,700 (4)         50,000
                                             2000       256,620        221,469           8,700 (4)         52,000

Dennis G. Kish  .......................      2002       233,257              0               0             45,000
   Vice President of Marketing               2001       235,000              0               0             50,000
                                             2000       215,697        191,760               0             65,000

Fares N. Mubarak.......................      2002       273,505              0               0             45,000
   Vice President of Engineering             2001       283,936              0               0             50,000
                                             2000       271,250        223,111               0             65,000
</TABLE>
----------------------------------------

(1)  Except as set forth in this  table,  there was no  reportable  compensation
     awarded to, earned by, or paid to the named executive officers in 2002.

(2)  We pay bonuses in the year following that in which the bonuses were earned.

(3)  Mr. East  voluntarily  cut his salary from March 1 to September 1, 2001, as
     well as from January 16, 2003, until the present.

(4)  Other compensation related to car allowance.

     Option Grants

     The following  table sets forth certain  information  with respect to stock
options  granted  during  2002 to each of the  executive  officers  named in the
Summary Compensation Table:

                        Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>

                                                                                    Potential Realizable Value at
                                                                                    Assumed Special Rates of Stock
                                                                                       Price Appreciation for
                                           Individual Grants (1)                           Option Term (2)
                            ---------------------------------------------------  -----------------------------------
                                               % of
                                              Total
                                             Options
                                             Granted
                                Number of      to         Per
                               Securities   Employees    Share
                               Underlying   in Fiscal   Exercise    Expiration
           Name               Options (3)     Year       Price         Date        0%         5%             10%
------------------------    --------------  ----------  ---------   -----------  -----  -------------  -------------
<S>                            <C>              <C>    <C>           <C>        <C>    <C>            <C>
John C. East...........        120,000 (4)       8.18%  $  19.73      03/14/12  $   0  $   1,488,971  $   3,773,345

Esmat Z. Hamdy.........         45,000 (4)       3.07%     19.73      03/14/12      0        558,364      1,415,004

Paul V. Indaco.........         45,000 (4)       3.07%     19.73      03/14/12      0        558,364      1,415,004

Dennis G. Kish.........         45,000 (4)       3.07%     19.73      03/14/12      0        558,364      1,415,004

Fares N. Mubarak.......         45,000 (4)       3.07%     19.73      03/14/12      0        558,364      1,415,004
</TABLE>
----------------------------------------


(1)  The  exercise  price of these  options is equal to the fair market value of
     our  Common  Stock on the date of  grant,  as  determined  by our  Board of
     Directors.  The  options  expire ten years from the date of grant,  are not
     transferable by the optionee (other than by will or the laws of descent and
     distribution),  and are exercisable during the optionee's  lifetime only by
     the optionee. To the extent exercisable at the time of termination, options
     may be exercised within six months following  termination of the optionee's
     employment,  unless  termination is the result of death,  in which case the
     options  become  fully  vested and may be  exercised  at any time within 12
     months  following  death by the optionee's  estate or a person who acquired
     the right to exercise the option by bequest or inheritance.

(2)  The 0%, 5%, and 10% assumed Special rates of  appreciation  are mandated by
     the rules of the SEC and do not  represent  our estimate or  projection  of
     future Common Stock prices. The "potential realizable value" was calculated
     at the assumed rates of appreciation using the applicable exercise price as
     the base.

(3)  Options  vest and are fully  exercisable  upon an  involuntary  termination
     other  than "for  cause," or a  voluntary  termination  "for good  reason,"
     following a "change of control."

(4)  Option begins vesting August 1, 2002, and vests 50% on August 1, 2004, then
     quarterly at a rate of 6.25% until August 1, 2006.


<PAGE>


     Option Values

     The following table sets forth certain information concerning the number of
options  exercised  during 2002 by the executive  officers  named in the Summary
Compensation  Table, as well as the number and aggregate value of shares covered
by both  exercisable  and  unexercisable  stock  options held by such  executive
officers as of January 5, 2003, the end of the fiscal year.

                 Aggregated Option Exercises in Last Fiscal Year
                        and Fiscal Year End Option Values
<TABLE>
<CAPTION>

                                                               Number of Securities         Value of Unexercised
                                                              Underlying Unexercised       In-the-Money Options at
                                                            Options at Fiscal Year-End       Fiscal Year-End (1)
                                                            ---------------------------    -------------------------
                                 Shares
                                 Acquired        Value                        Not                           Not
            Name               On Exercise   Realized (2)   Exercisable   Exercisable    Exercisable    Exercisable
-----------------------------  -----------   ------------   -----------   ------------  -------------  -------------
<S>                                <C>      <C>                 <C>            <C>       <C>            <C>
John C. East...............        135,719  $   1,490,566       249,158        318,438   $    512,477   $     68,006

Esmat Z. Hamdy.............         67,839        602,533        57,262        127,438         52,417         21,792

Paul Indaco................              -              -       164,123        127,877        555,343         47,245

Dennis G. Kish.............         10,000         73,500        87,187        147,813              -              -

Fares Mubarak..............         10,867        119,485       133,756        128,438        446,879         21,792
</TABLE>

----------------------------------------

(1)  Calculated on the basis of the difference between the closing sale price at
     the fiscal year end ($17.27) and the exercise price.

(2)  Calculated on the basis of the  difference  between the exercise  price and
     (i) the sale  price  when the  exercised  option is sold on the same day or
     (ii) the closing sale price on the exercise date.


<PAGE>


     Change-in-Control Arrangements

     We have entered into  Management  Continuity  Agreements with our executive
officers,  which are  designed  to ensure  continued  service  in the event of a
"change of  control."  Each  Agreement  provides for  accelerated  vesting of an
officer's  stock options  outstanding  at the time of a change in control if the
officer dies or in the event of an  "involuntary  termination"  of the officer's
employment other than for "cause" following the change of control.

     We also have an Employee  Retention Plan, which provides that all employees
who hold unvested  stock options as of the date of any "change of control" shall
receive,  upon remaining in our employ for six months following the date of such
change of control (or earlier, if terminated other than for "cause"),  an amount
equal to one-third of the aggregate "spread" on their unvested options as of the
date of such change of control.  "Spread" is defined as the  difference  between
the  change-of-control  price and the option exercise price. Payment may be made
in cash, common stock, or a combination of cash and common stock.

     "Change  of  control"  is  defined  as (i)  acquisition  by any  person  of
beneficial  ownership  of more  than  30% of the  combined  voting  power of our
outstanding securities;  (ii) a change of the majority of our Board of Directors
within a  two-year  period;  (iii) our  merger or  consolidation  with any other
corporation that has been approved by our  shareholders,  other than a merger or
consolidation that would result in our voting securities outstanding immediately
prior the merger or  consolidation  continuing  to represent at least 50% of the
total voting power of the surviving entity  outstanding  immediately  after such
merger or  consolidation;  or (iv)  approval  by our  shareholders  of a plan of
complete  liquidation  or an  agreement  for the sale or  disposition  of all or
substantially all of our assets.

Compensation Committee Interlocks and Insider Participation

         No member of the Compensation Committee is an officer or employee of
Actel or any of its subsidiaries, and no officer or employee of Actel or any of
     its subsidiaries has served as a member of the Compensation Committee since
Actel's initial public offering.

Compensation Committee Report

     The  following  report is  provided  to  shareholders  by the  Compensation
Committee of the Board of Directors.

     Background

     The  Compensation  Committee  is a  standing  committee  of  the  Board  of
Directors  with  the same  authority  as the  Board  to act on all  compensation
matters,  except for actions  requiring  shareholder  approval or related to the
compensation of directors. Since Actel's incorporation in 1986, the Compensation
Committee has been primarily  responsible for establishing and reviewing Actel's
management  compensation  policies.  Since Actel's  initial  public  offering in
August  1993,  the  Compensation  Committee  has formally  administered  Actel's
management  compensation policies and plans,  including our 1986 Incentive Stock
Option Plan,  1995 Employee and  Consultant  Stock Plan, and 1993 Employee Stock
Purchase Plan.

     No member of the  Compensation  Committee is a former or current officer or
employee of Actel. The current members of the Compensation  Committee are Jos C.
Henkens, Jacob S. Jacobsson, and Frederic N. Schwettmann. Mr. Henkens has been a
member of the  Compensation  Committee since 1988, Mr. Jacobsson since 1998, and
Mr. Schwettmann since 1993. Meetings of the Compensation  Committee are attended
by Actel's Vice President of Human Resources and/or Chief Financial Officer, who
provide  background  and  market  information  and make  executive  compensation
recommendations but do not vote on any matter before the Compensation Committee.

     Compensation Policy

     There are three major elements of Actel's executive  compensation  program.
The first  element is annual  cash  compensation  in the form of base salary and
incentive  bonuses.  The second  element is long-term  incentive  stock options,
which are designed to align compensation  incentives with shareholder goals. The
third element is compensation and employee benefits  generally  available to all
employees  of Actel,  such as the 1993  Employee  Stock  Purchase  Plan,  health
insurance, and a 401(k) plan.

     The  Compensation  Committee  establishes the  compensation of each officer
principally  by  considering  the average  compensation  for officers in similar
positions with 20 companies in the semiconductor,  software,  and CAE industries
that have annual  revenues  between  $100  million and $999  million  (Reference
Group). The purpose of monitoring the Reference Group is to provide a stable and
continuing frame of reference for compensation decisions.  Most of the companies
in the Reference Group are included in the Nasdaq  Electronic  Component  Stocks
index (see "Company Stock Performance"  below). The composition of the Reference
Group is subject to change from year to year based on the Committee's assessment
of  comparability,  including the extent to which the Reference  Group  reflects
changes occurring within Actel and in the industry as a whole. Actel's policy is
to have officer compensation near the average of the Reference Group.

     After  analyzing  Reference Group base salaries and comparing them with the
base salaries of Actel's  officers,  the  Compensation  Committee  determines an
annual  salary  increase  budget.  In January 2002,  the  Committee  approved no
changes  to base  salary.  In  addition,  the  Committee  cancelled  the  salary
increases  approved for 2001,  which were not  implemented in 2001 in accordance
with a company-wide postponement of salary increases.

     Under Actel's  Executive Bonus Plan for 2002,  incentive cash payments were
based on Actel's  revenues and profits,  the achievement of corporate goals, and
the growth of Actel  relative  to its  principal  competitors.  The  revenue and
profitability  objectives  were  established in the Plan on a sliding scale,  so
that the percentage achievement of each was determinable  objectively at the end
of the year. The corporate  goals for 2002 included  engineering,  selling,  and
marketing  objectives,   which  were  weighted  in  the  order  indicated.   The
engineering  objectives  included  silicon,  software,  and process  goals.  The
selling objectives included sales and design-win goals. The marketing objectives
included product launch and product planning goals. The revenue,  profitability,
and corporate goals were weighted differently under the Executive Bonus Plan for
some  executive  officers,  based on  relevance to their  positions,  but had an
aggregate  weighting  of  80%  for  all  executive  officers.  The  "competitive
performance"  objective  accounted  for  the  remaining  20%,  and it  was  also
determinable  objectively at the end of the year. In 2002, Actel did not achieve
the  minimum  levels   required  by  the  Executive  Bonus  Plan's  revenue  and
profitability objectives.  The result was that no bonuses were paid to executive
officers for 2002. The  Compensation  Committee  believes that the payment of no
bonuses for 2002 was appropriate in light of Actel's operating results.

     Actel believes that executive  officers should hold substantial,  long-term
equity  stakes  in  Actel so that  the  interests  of  executive  officers  will
correspond with the interests of the shareholders.  As a result,  stock or stock
options  constitute a significant  portion of the compensation  paid by Actel to
its  officers.  After  analyzing  the  practices  of the  Reference  Group,  the
Compensation  Committee determines an annual budget for option grants to Actel's
employees and officers. In granting stock options to officers,  the Compensation
Committee  considers  a  number  of  factors,  such as the  officer's  position,
responsibility,  and equity interest in Actel,  and evaluates the officer's past
performance  and  future   potential  to  influence  the  long-term  growth  and
profitability  of Actel.  After taking these  considerations  into account,  the
Compensation Committee granted to Messrs. East, Hamdy, Indaco, Kish, and Mubarak
in 2002 the  options to  purchase  shares of Common  Stock  shown on the "Option
Grants"  table.  All of such options were granted at the value of Actel's Common
Stock on the date of grant.

     Compensation of Chief Executive Officer

     The  Compensation  Committee  generally  uses the same factors and criteria
described above in making  compensation  decisions regarding the Chief Executive
Officer.  In 2002,  Mr.  East's  annual base salary  remained  at  $381,894.  An
increase  approved in 2001 but not  implemented  was cancelled.  Mr. East's 2002
bonus was determined under Actel's  Executive Bonus Plan in the manner described
above  (except that his target bonus was 90% of his base salary) and resulted in
no bonus payment for 2002.

     Deductibility of Executive Compensation

     Beginning in 1994, the Code limited the federal income tax deductibility of
compensation  paid to Actel's chief executive and to each of the other four most
highly  compensated  executive  officers.  For this  purpose,  compensation  can
include,  in addition to cash compensation,  the difference between the exercise
price of stock  options  and the  value of the  underlying  stock on the date of
exercise. Actel may deduct compensation with respect to any of these individuals
only to the extent that during any fiscal year such compensation does not exceed
$1 million or meets certain other  conditions  (such as  shareholder  approval).
Considering  Actel's  current  compensation  plans  and  policy,  Actel  and the
Compensation  Committee believe that, for the near future,  there is little risk
that  Actel  will lose any  significant  tax  deduction  relating  to  executive
compensation.   If  the  deductibility  of  executive   compensation  becomes  a
significant  issue,  Actel's  compensation  plans and policy will be modified to
maximize deductibility if the Compensation Committee determines that such action
is in the best interests of Actel.

                                             Jos C. Henkens
                                             Jacob S. Jacobsson
                                             Frederic N. Schwettmann
Company Stock Performance

     The following  graph shows a comparison of cumulative  total return for our
Common  Stock,  The Nasdaq Stock Market (US),  and Nasdaq  Electronic  Component
Stocks.  In  preparing  the graph,  it was assumed that (i) $100 was invested on
December 31, 1997, in our Common Stock, The Nasdaq Stock Market (US), and Nasdaq
Electronic Component Stocks and (ii) all dividends were reinvested.

                      Comparison of Cumulative Total Return
                                [OBJECT OMITTED]

<TABLE>
<CAPTION>
                                      12/31/97  12/31/98  12/31/99  12/31/00  12/31/01  12/31/02
                                      --------  --------  --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>       <C>       <C>
Nasdaq Stock Market..................   $100      $141      $261      $157      $125      $ 86

Nasdaq Electronic Components Stocks..   $100      $154      $287      $236      $161      $ 86

Actel Corporation....................   $100      $158      $190      $192      $158      $128

</TABLE>

The closing sale price of our Common Stock on December 31, 2002, was $16.22. The
closing sale price of our Common Stock on May 30, 2003, was $22.19.


<PAGE>


                          COMPLIANCE WITH SECTION 16(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

     To our  knowledge,  based  solely on our  review of the  copies of  reports
furnished to us, all of our directors,  officers,  and beneficial owners of more
than ten percent of our Common  Stock  filed with the SEC on a timely  basis all
reports  required by Section  16(a) of the  Exchange  Act during our most recent
fiscal year.

                                             BY ORDER OF THE BOARD OF DIRECTORS

                                             David L. Van De Hey
                                             Secretary
Dated:  June 2, 2003

WE WILL MAIL WITHOUT CHARGE TO ANY  SHAREHOLDER  UPON WRITTEN  REQUEST A COPY OF
OUR SPECIAL  REPORT ON FORM 10-K FOR THE YEAR ENDED  JANUARY 5, 2003,  INCLUDING
THE FINANCIAL STATEMENTS AND SCHEDULE AND A LIST OF EXHIBITS. REQUESTS SHOULD BE
SENT  TO  INVESTOR  RELATIONS,  ACTEL  CORPORATION,   955  EAST  ARQUES  AVENUE,
SUNNYVALE, CALIFORNIA 94086-4533.



<PAGE>





                                                                       Appendix



                                ACTEL CORPORATION

                         2003 DIRECTOR STOCK OPTION PLAN



     1. Purposes of the Plan.  The purposes of this 2003  Director  Stock Option
Plan are to attract  and  retain the best  available  personnel  for  service as
Outside Directors of the Company, to provide additional incentive to the Outside
Directors of the Company to serve as Directors, and to encourage their continued
service on the Board.

        All options granted hereunder shall be nonstatutory stock options.

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

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

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

          (c) "Common Stock" means the common stock of the Company.

          (d) "Company" means Actel Corporation, a Delaware corporation.

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

          (f)  "Employee"  means any person,  including  officers and Directors,
     employed by the Company or any Parent or  Subsidiary  of the  Company.  The
     payment of a Director's  fee by the Company  shall not be sufficient in and
     of itself to constitute "employment" by the Company.

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

          (h) "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
          Nasdaq  National  Market or The Nasdaq  SmallCap  Market of The Nasdaq
          Stock  Market,  its Fair Market Value shall be the closing sales price
          for such stock (or the  closing  bid,  if no sales were  reported)  as
          quoted on such  exchange  or system  on the date of  determination  as
          reported  in The Wall  Street  Journal  or such  other  source  as the
          Administrator deems reliable;

               (ii) If the  Common  Stock 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  date of
          determination,  as reported  in The Wall Street  Journal or such other
          source as the Board deems reliable; or

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

          (i) "Inside Director" means a Director who is an Employee.

          (j) "Option" means a stock option granted pursuant to the Plan.

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

          (l) "Optionee" means a Director who holds an Option.

          (m) "Outside Director" means a Director who is not an Employee.

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

          (o) "Plan" means this 2003 Director Stock Option Plan.

          (p)  "Share"  means  a share  of the  Common  Stock,  as  adjusted  in
     accordance with Section 10 of the Plan.

          (q)  "Subsidiary"  means a  "subsidiary  corporation,"  whether now or
     hereafter  existing,  as defined in Section 424(f) of the Internal  Revenue
     Code of 1986.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 10 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 500,000 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,  the  unpurchased  Shares which were subject  thereto  shall not become
available  for future  grant or sale under the Plan.  Shares that have  actually
been  issued  under  the Plan  shall not be  returned  to the Plan and shall not
become available for future distribution under the Plan.

     4. Administration and Grants of Options under the Plan.

          (a) Procedure for Grants.  All grants of Options to Outside  Directors
     under this Plan shall be automatic and  nondiscretionary  and shall be made
     strictly in accordance with the following provisions:

               (i) No person shall have any  discretion  to select which Outside
          Directors  shall be  granted  Options  or to  determine  the number of
          Shares to be covered by Options.

               (ii) Each  Outside  Director  shall be  automatically  granted an
          Option to purchase  12,500 Shares (the  "Initial  Option") on the date
          which such person first becomes an Outside  Director,  whether through
          election  by the  stockholders  of the Company or  appointment  by the
          Board to fill a vacancy;  provided,  however,  that an Inside Director
          who ceases to be an Inside  Director but who remains a Director  shall
          not receive an Initial Option.

               (iii) Each Outside  Director  shall be  automatically  granted an
          Option to purchase  12,500 Shares (a "Subsequent  Option") on the date
          of the Company's annual  stockholder  meeting of each year provided he
          or she is then an Outside  Director and if as of such date,  he or she
          shall  have  served on the Board  for at least the  preceding  six (6)
          months.

               (iv) The terms of Initial Options and Subsequent  Options granted
          hereunder shall be as follows:

                    (A) the term of the Options shall be ten (10) years.

                    (B) the Options shall be exercisable  only while the Outside
               Director  remains a Director of the Company,  except as set forth
               in Sections 8 and 10 hereof.

                    (C) the  exercise  price per Share shall be 100% of the Fair
               Market Value per Share on the date of grant of the Option.

                    (D) subject to Section 10 hereof,  the Options  shall become
               exercisable as to 100% of the Shares subject to the Option on the
               date of the next annual  meeting of  stockholders,  provided that
               the Optionee continues to serve as a Director until such date.

          (b) Share  Shortfall.  In the event that any Option  granted under the
     Plan would cause the number of Shares subject to  outstanding  Options plus
     the number of Shares previously purchased under Options to exceed the total
     number of Shares  reserved for issuance under the Plan,  then the remaining
     Shares  available  for Option grant shall be granted  under  Options to the
     Outside  Directors  on a pro rata basis.  No further  grants  shall be made
     until such time,  if any, as additional  Shares become  available for grant
     under the Plan through the  provisions of the Plan, by action of the Board,
     by the stockholders approving an increase in the number of Shares which may
     be issued under the Plan or through  cancellation  or expiration of Options
     previously granted hereunder.

     5.  Eligibility.  Options  may be granted  only to Outside  Directors.  All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.

     The Plan  shall not confer  upon any  Optionee  any right  with  respect to
continuation of service as a Director or nomination to serve as a Director,  nor
shall it  interfere in any way with any rights which the Director or the Company
may have to terminate the Director's relationship with the Company at any time.

     6. Term of Plan. The Plan shall become effective upon the later to occur of
its adoption by the Board or its approval by the  stockholders of the Company as
described in Section 16 of the Plan.  It shall  continue in effect for a term of
ten (10) years unless sooner terminated under Section 11 of the Plan.

     7. Form of Consideration. The consideration to be paid for the Shares to be
issued  upon  exercise  of an Option,  including  the method of  payment,  shall
consist of (i) cash,  (ii) check,  (iii)  other  Shares,  which,  in the case of
Shares  acquired from the Company,  (x) have been owned by the Optionee for more
than six (6) months on the date of  surrender,  and (y) 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,  (iv) to the  extent  permitted  by
applicable  laws,  including  the  Sarbanes-Oxley  Act  of  2002,  consideration
received by the Company under a cashless  exercise  program  implemented  by the
Company in  connection  with the Plan, or (v) any  combination  of the foregoing
methods of payment.

     8. Exercise of Option.

          (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any  Option
     granted  hereunder  shall be  exercisable at such times as are set forth in
     Section 4 hereof and may not be  exercised  for a fraction  of a Share.  An
     Option shall be deemed to be exercised when written notice of such exercise
     has been given to the Company in accordance with the terms of the Option by
     the person  entitled to exercise the Option and full payment for the Shares
     with  respect to which the Option is  exercised  has been  received  by the
     Company.  Full  payment  may  consist  of any  consideration  and method of
     payment  allowable  under  Section 7 of the Plan.  Until the  issuance  (as
     evidenced by the appropriate entry on the books of the Company or of a duly
     authorized  transfer  agent  of  the  Company)  of  the  stock  certificate
     evidencing such Shares,  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.  A share  certificate  for the
     number of Shares so  acquired  shall be issued to the  Optionee  as soon as
     practicable after exercise of the Option. No adjustment shall 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 10 of the Plan.

          Exercise of an Option in any manner  shall result in a decrease in the
     number of Shares which  thereafter  may be 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 a Director. Subject to Section
     10  hereof,  in the event an  Optionee's  status as a  Director  terminates
     (including  pursuant to the Optionee's  death or disability),  the Optionee
     may  exercise his or her Option,  but only within four (4) years  following
     the date of such termination,  and only to the extent that the Optionee was
     entitled to exercise  it on the date of such  termination  (but in no event
     later than the  expiration  of its ten (10) year term).  To the extent that
     the Optionee  was not vested as to his or her entire  Option on the date of
     such termination,  the Shares covered by the unvested 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  herein,  the Option
     shall terminate,  and the Shares covered by such Option shall revert to the
     Plan.

     9.  Non-Transferability  of Options.  Except as determined otherwise by the
Board, Options 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 be exercised,  during the lifetime of the Optionee, only by
the Optionee.

     10. Adjustments, Dissolution, Merger or Asset Sale.

          (a) Adjustments.  In the event that any dividend or other distribution
     (whether in the form of cash,  Common  Stock,  other  securities,  or other
     property),   recapitalization,    stock   split,   reverse   stock   split,
     reorganization,  merger,  consolidation,  split-up, spin-off,  combination,
     repurchase, or exchange of Common Stock or other securities of the Company,
     or other change in the  corporate  structure of the Company  affecting  the
     Common Stock such that an  adjustment  is  determined  by the Board (in its
     sole  discretion)  to be  appropriate  in  order  to  prevent  dilution  or
     enlargement  of the  benefits  or  potential  benefits  intended to be made
     available  under the Plan,  then the Board shall,  in such manner as it may
     deem  equitable,  adjust the number and class of Common  Stock which may be
     delivered  under the Plan,  the purchase  price per Share and the number of
     Shares  covered by each Option  which has not yet been  exercised,  and the
     number of Shares subject to Options granted pursuant to Section 4.

          (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 shall terminate immediately prior to the
     consummation of such proposed action.

          (c) Merger or Asset Sale. 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,  outstanding  Options may be assumed or equivalent  options
     may be substituted  by the successor  corporation or a Parent or Subsidiary
     thereof  (the  "Successor  Corporation").   If  an  Option  is  assumed  or
     substituted  for,  the Option or  equivalent  option  shall  continue to be
     exercisable  as  provided  in Section 4 hereof for so long as the  Optionee
     serves as a Director or a director of the Successor Corporation.  Following
     such assumption or substitution,  if the Optionee's status as a Director or
     director of the Successor Corporation,  as applicable, is terminated (other
     than upon a voluntary  resignation by the Optionee that is not requested by
     the  Successor  Corporation  or a  cessation  of Board  service  due to the
     Optionee's death or permanent and total  disability),  the Option or option
     shall become fully  exercisable,  including as to Shares for which it would
     not otherwise be exercisable. Thereafter, the Option or option shall remain
     exercisable in accordance with Section 8(b) above.

          If the Successor  Corporation does not assume an outstanding Option or
     substitute  for it an  equivalent  option,  the Option  shall  become fully
     vested  and  exercisable,  including  as to  Shares  for which it would not
     otherwise be exercisable. In such event the Board shall notify the Optionee
     that the Option shall be fully exercisable for a period of thirty (30) days
     from the date of such notice,  and upon the  expiration  of such period the
     Option shall terminate.

          For the purposes of this Section 10(c),  an Option shall be considered
     assumed if, following the merger or sale of assets,  the Option confers the
     right to purchase or receive,  for each Share of Optioned  Stock subject to
     the  Option  immediately  prior  to the  merger  or  sale  of  assets,  the
     consideration  (whether  stock,  cash,  or other  securities  or  property)
     received  in the merger or sale of assets by  holders  of Common  Stock for
     each Share held on the effective  date of the  transaction  (and if holders
     were offered a choice of consideration, the type of consideration chosen by
     the holders of a majority of the outstanding Shares). If such consideration
     received in the merger or sale of assets is not solely  common stock of the
     successor  corporation  or its  Parent,  the  Administrator  may,  with the
     consent of the successor  corporation,  provide for the consideration to be
     received upon the exercise of the Option,  for each Share of Optioned Stock
     subject  to  the  Option,  to be  solely  common  stock  of  the  successor
     corporation  or its  Parent  equal in fair  market  value to the per  share
     consideration  received by holders of Common Stock in the merger or sale of
     assets.

     11. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter,
     suspend, or discontinue the Plan, but no amendment, alteration, suspension,
     or  discontinuation  shall be made  which  would  impair  the rights of any
     Optionee under any grant theretofore made,  without his or her consent.  In
     addition,  to the  extent  necessary  and  desirable  to  comply  with  any
     applicable law, regulation or stock exchange rule, the Company shall obtain
     shareholder  approval of any Plan  amendment in such a manner and to such a
     degree as required.

          (b)  Effect  of  Amendment  or  Termination.  Any  such  amendment  or
     termination of the Plan shall not adversely  affect Options already granted
     unless the Optionee's consent is obtained.

          (c)  No  Repricing  Without  Shareholder  Approval.   Options  granted
     hereunder shall not be repriced,  including by means of an option exchange,
     unless such repricing is approved in advance by the Company's stockholders.

     12. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date determined in accordance with Section 4 hereof.

     13. Conditions Upon Issuance of Shares. 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  pursuant  thereto  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,
state securities laws, and the requirements of any stock exchange upon which the
Shares may then be  listed,  and shall be further  subject  to the  approval  of
counsel for the Company with respect to such compliance.

     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  by any of the
aforementioned relevant provisions of law.

     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.

     14. 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.

     15.  Option  Agreement.  Options  shall  be  evidenced  by  written  option
agreements in such form as the Board shall approve.

<PAGE>

                                ACTEL CORPORATION

                         SPECIAL MEETING OF SHAREHOLDERS

                                  June 27, 2003
                        10:00 a.m. Pacific Daylight Time

                                 Embassy Suites
                               2885 Lakeside Drive
                              Santa Clara, CA 95054

Embassy Suites Santa Clara Silicon Valley is located five miles north of the San
Jose International Airport at the intersection of Highway 101 and Great America
Parkway exit. From Highway 101 North,take the Bowers Avenue/Great America exit
and turn left. Turn right on Augustine,and then turn right on Lakeside Drive to
the hotel.

[MAP]

                                      PROXY

This proxy is solicited by the Board of Directors  for use at a Special  Meeting
on June 27, 2003.  The shares of stock you hold in your account or in a dividend
reinvestment account will be voted as you specify on the reverse side.

If no choice is specified, the proxy will be voted "FOR" the proposal.

By signing the proxy,  you revoke all prior proxies and appoint John C. East and
Jos C. Henkens, and each of them, with full power of substitution,  to vote your
shares on the matter  shown on the reverse  side at the Special  Meeting and all
adjournments.

                      See reverse for voting instructions.
<PAGE>

          The Board of Directors Recommends a Vote FOR the proposal.

1.   To approve Actel Corporation's 2003 Director Stock Option Plan.
                                                 -- FOR   -- AGAINST  -- ABSTAIN


THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR THE PROPOSAL.

Address Change?  Mark Box --
Indicate changes below:

                                      Date:
                                               ---------------------------------


                                        ----------------------------------------

                                        ----------------------------------------

                                        Signature(s) in Box.

               Please sign exactly as your name(s)  appear on Proxy.  If held in
               joint tenancy, all persons must sign.  Trustees,  administrators,
               etc.,  should  include title and authority.  Corporations  should
               provide full name of corporation and title of authorized  officer
               signing the proxy.

Mark, sign, and date your proxy card and return it in the postage-paid  envelope
we've provided or return it to Actel Corporation,  c/o:  Shareowner  Services,
P.O. Box 64873, St Paul, MN 55164-0873

