<PAGE>













                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN
























                        Effective as of November 1, 1999



<PAGE>


                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                                               <C>
Avant! Corporation
Executive Deferred Compensation Plan                                                                              1

Avant! Corporation
Executive Deferred Compensation Plan Trust Agreement                                                              2

Salary, Commission or Bonus Reduction Election Form                                                               3

Designation of Death Benefit Beneficiary/ies Election Form                                                        4

Deemed Investment Election Form                                                                                   5

Form and Timing of Payment Election                                                                               6

Hardship Distribution Form                                                                                        7

Department of Labor Filing Letter                                                                                 8

Board of Directors' Resolutions                                                                                   9

</TABLE>


                                                i
<PAGE>


                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                        Effective as of November 1, 1999


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                    ARTICLE 1
                                   DEFINITIONS
         <C>      <S>                                                                                             <C>
         1.1      ACCOUNT.........................................................................................1
         1.2      BENEFICIARY.....................................................................................1
         1.3      CODE............................................................................................1
         1.4      COMPENSATION....................................................................................1
         1.5      COMPENSATION DEFERRALS..........................................................................1
         1.6      DESIGNATION DATE................................................................................1
         1.7      EFFECTIVE DATE..................................................................................1
         1.8      ELIGIBLE EMPLOYEE...............................................................................2
         1.9      EMPLOYER........................................................................................2
         1.10     ENTRY DATE......................................................................................2
         1.11     PARTICIPANT.....................................................................................2
         1.12     PARTICIPANT ENROLLMENT AND ELECTION FORM........................................................2
         1.13     PLAN............................................................................................2
         1.14     PLAN YEAR.......................................................................................2
         1.15     SCHEDULED SURVIVOR BENEFITS.....................................................................2
         1.16     STOCK OPTION GAINS..............................................................................2
         1.17     STOCK OPTION GAINS CONTRIBUTION.................................................................3
         1.18     TOTAL AND PERMANENT DISABILITY..................................................................3
         1.19     TRUST...........................................................................................3
         1.20     TRUSTEE.........................................................................................3
         1.21     VALUATION DATE..................................................................................3

                                    ARTICLE 2
                           ELIGIBILITY AND PARTICIPATION
         2.1      REQUIREMENTS....................................................................................3
         2.2      RE-EMPLOYMENT...................................................................................3
         2.3      CHANGE OF EMPLOYMENT CATEGORY...................................................................3

                                    ARTICLE 3
                            CONTRIBUTIONS AND CREDITS
         3.1      PARTICIPANT CONTRIBUTIONS AND CREDITS...........................................................4
         3.2      CONTRIBUTIONS TO THE TRUST......................................................................5

</TABLE>


                                        ii
<PAGE>

<TABLE>
<CAPTION>
                                    ARTICLE 4
                               ALLOCATION OF FUNDS
         <C>      <S>                                                                                             <C>
         4.1      ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS.............................................5
         4.2      ACCOUNTING FOR DISTRIBUTIONS....................................................................6
         4.3      SEPARATE ACCOUNTS...............................................................................6
         4.4      INTERIM VALUATIONS..............................................................................6
         4.5      DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS....................................................6
         4.6      EXPENSES AND TAXES..............................................................................7

                                    ARTICLE 5
                             ENTITLEMENT TO BENEFITS
         5.1      FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT..................................................8
         5.2      HARDSHIP DISTRIBUTIONS..........................................................................8
         5.3      HAIRCUT PROVISION...............................................................................9
         5.4      RE-EMPLOYMENT OF RECIPIENT......................................................................9

                                    ARTICLE 6
                            DISTRIBUTION OF BENEFITS
         6.1      AMOUNT..........................................................................................9
         6.2      METHOD OF PAYMENT...............................................................................9
         6.3      DEATH OR DISABILITY BENEFITS...................................................................10

                                    ARTICLE 7
                         BENEFICIARIES; PARTICIPANT DATA
         7.1      DESIGNATION OF BENEFICIARIES...................................................................10
         7.2      INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE
                  PARTICIPANTS OR BENEFICIARIES..................................................................11

                                    ARTICLE 8
                                 ADMINISTRATION
         8.1      ADMINISTRATIVE AUTHORITY.......................................................................11
         8.2      UNIFORMITY OF DISCRETIONARY ACTS...............................................................12
         8.3      LITIGATION.....................................................................................12
         8.4      CLAIMS PROCEDURE...............................................................................12

                                    ARTICLE 9
                                    AMENDMENT
         9.1      RIGHT TO AMEND.................................................................................13
         9.2      AMENDMENTS TO ENSURE PROPER CHARACTERIZATION
                  OF PLAN........................................................................................13
</TABLE>


                                        iii
<PAGE>


<TABLE>
<CAPTION>
                                   ARTICLE 10
                                   TERMINATION
         <C>      <S>                                                                                            <C>
         10.1     EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN..................................................14
         10.2     AUTOMATIC TERMINATION OF PLAN..................................................................14
         10.3     SUSPENSION OF DEFERRALS........................................................................14
         10.4     ALLOCATION AND DISTRIBUTION....................................................................14
         10.5     SUCCESSOR TO EMPLOYER..........................................................................14

                                   ARTICLE 11
                                    THE TRUST
         11.1     ESTABLISHMENT OF TRUST.........................................................................15

                                   ARTICLE 12
                                  MISCELLANEOUS
         12.1     LIMITATIONS ON LIABILITY OF EMPLOYER...........................................................15
         12.2     CONSTRUCTION; UNFUNDED OBLIGATION..............................................................15
         12.3     NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS.......................................................16
         12.4     WITHHOLDING....................................................................................16
         12.5     SPENDTHRIFT PROVISION..........................................................................16

</TABLE>

                                         iv
<PAGE>


                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                        Effective as of November 1, 1999

                                    RECITALS

         The purpose of the Avant! Corporation Executive Deferred Compensation
Plan (the "Plan") is to offer certain executive employees of Avant! an
opportunity to elect to defer the receipt of compensation in accordance with the
terms and conditions set forth herein. The Plan is intended to be a "top-hat"
plan (i.e., an unfunded deferred compensation plan maintained for a select group
of management or highly-compensated employees) under sections 201(2), 301(a)(3)
and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA").

                                    ARTICLE 1
                                   DEFINITIONS

         1.1     ACCOUNT means the balance credited to a Participant's or
Beneficiary's Plan account, including contribution credits and deemed income,
gains and losses (as determined by the Employer, in its sole and absolute
discretion) credited thereto. A Participant's or Beneficiary's Account shall
be determined as of the date of reference.

         1.2     BENEFICIARY means any person or persons so designated in
accordance with the provisions of Article 7.

         1.3     CODE means the Internal Revenue Code of 1986 and the
regulations thereunder, as amended from time to time.

         1.4     COMPENSATION means the total current cash remuneration,
including regular salary and bonus awards, paid by the Employer to an
Eligible Employee with respect to his or her services for the Employer (as
determined by the Employer, in its sole and absolute discretion). In
addition, Compensation shall include any commissions earned by the Eligible
Employee with respect to his or her services for the Employer (as determined
by the Employer, in its sole and absolute discretion).

         1.5     COMPENSATION DEFERRALS is defined in Section 3.1(a).

         1.6     DESIGNATION DATE means the date or dates as of which a
designation of deemed investment directions by an individual pursuant to
Section 4.5, or any change in a prior designation of deemed investment
directions by an individual pursuant to Section 4.5, shall become effective.
The Designation Dates in any Plan Year shall be designated by the Employer.

         1.7     EFFECTIVE DATE means the effective date of the Plan, which
shall be November 1, 1999.

<PAGE>

         1.8     ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable
portion thereof), a person employed by the Employer, who is determined by the
Employer to be a member of a select group of management or highly compensated
employees of the Employer and who is designated by the Employer's Chief
Executive Officer to be an Eligible Employee under the Plan. By each November
1 (or before the Effective Date for the Plan's first Plan Year), the Employer
shall notify those individuals, if any, who will be Eligible Employees for
the next Plan Year. Designation as an Eligible Employee in one Plan Year does
not guarantee designation as an Eligible Employee in any subsequent Plan
Years. If the Employer determines that an individual first becomes an
Eligible Employee during a Plan Year, the Employer shall notify such
individual of its determination and of the date during the Plan Year on which
the individual shall first become an Eligible Employee.

         1.9     EMPLOYER means Avant! Corporation and its successors and
assigns unless otherwise herein provided, or any other corporation or
business organization which, with the consent of Avant! Corporation, or its
successors or assigns, assumes the Employer's obligations hereunder, or any
other corporation or business organization which agrees, with the consent of
Avant! Corporation, to become a party to the Plan.

         1.10    ENTRY DATE with respect to an individual means the first day
of the pay period following the date on which the individual first becomes an
Eligible Employee.

         1.11    PARTICIPANT means any person so designated in accordance
with the provisions of Article 2, including, where appropriate according to
the context of the Plan, any former employee who is or may become (or whose
Beneficiaries may become) eligible to receive a benefit under the Plan.

         1.12    PARTICIPANT ENROLLMENT AND ELECTION FORM means the form or
forms on which a Participant elects to defer Compensation or Stock Option
Gains hereunder and on which the Participant makes certain other designations
as required thereon.

         1.13    PLAN means this Avant! Corporation Executive Deferred
Compensation Plan, as amended from time to time.

         1.14    PLAN YEAR means the twelve (12) month period ending December
31, except that the first Plan Year shall be a short Plan Year commencing on
November 1, 1999 and ending on December 31, 1999.

         1.15    SCHEDULED SURVIVOR BENEFITS shall be the face amount of the
Participant's policy upon death which shall not exceed three (3) million
dollars.

         1.16    STOCK OPTION GAINS with respect to a given stock option
award (other than an incentive stock option as defined in Section 422 of the
Code) granted by the Employer to a particular Participant under an
Employer-sponsored stock option program, means the


                                       2
<PAGE>

difference in dollar value, determined as of the date of reference, between
the exercise price of the stock option and the fair market value of the
underlying stock as of the date of reference.

         1.17    STOCK OPTION GAINS CONTRIBUTION is defined in Section 3.1(b).

         1.18    TOTAL AND PERMANENT DISABILITY means the inability to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that may be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than 12 months. The permanence and degree of such impairment shall be
supported by medical evidence. Disability will be determined to exist if the
Participant is receiving disability benefits under the Social Security Act or
Railroad Retirement Act.

         1.19    TRUST means the Trust described in Article 11.

         1.20    TRUSTEE means the trustee of the Trust described in Article
11.

         1.21    VALUATION DATE means the last day of each Plan Year and any
other date that the Employer, in its sole and absolute discretion, designates
as a Valuation Date.

                                    ARTICLE 2
                          ELIGIBILITY AND PARTICIPATION

         2.1     REQUIREMENTS. Every Eligible Employee on the Effective Date
shall be eligible to become a Participant on the Effective Date. Every other
Eligible Employee shall be eligible to become a Participant on the first
Entry Date occurring on or after the date on which he or she becomes an
Eligible Employee. No individual shall become a Participant, however, if he
or she is not an Eligible Employee on the date his or her participation is to
begin.

                 Participation in the Plan is voluntary. In order to
participate in the Plan, an otherwise Eligible Employee must make a written
application in such manner as may be required by Section 3.2 and by the
Employer and must agree to make Compensation Deferrals or Stock Option Gains
Contributions as provided in Article 3.

         2.2     RE-EMPLOYMENT. If a Participant whose employment with the
Employer is terminated is subsequently re-employed, he or she shall be
eligible to become a Participant in accordance with the provisions of Section
2.1.

         2.3     CHANGE OF EMPLOYMENT CATEGORY. During any period in which a
Participant remains in the employ of the Employer, but ceases to be an
Eligible Employee, he or she shall not be eligible to make Compensation
Deferrals or Stock Option Gains Contributions hereunder.


                                       3
<PAGE>

                                    ARTICLE 3
                            CONTRIBUTIONS AND CREDITS

         3.1     PARTICIPANT CONTRIBUTIONS AND CREDITS.

                 (a) COMPENSATION DEFERRALS. In accordance with rules
established by the Employer in its sole and absolute discretion, a
Participant may elect to defer Compensation which is due to be earned and
which would otherwise be paid to the Participant, in a lump sum or in any
fixed periodic dollar amounts designated by the Participant. Amounts so
deferred will be considered a Participant's "Compensation Deferrals."
Ordinarily, a Participant shall make such an election to defer Compensation
with respect to the coming twelve (12) month Plan Year during the period
beginning on the November 1 and ending on the November 30 of the prior
calendar year, or during such other period as might be established by the
Employer.

                 Compensation Deferrals shall be made through regular payroll
deductions or through an election by the Participant to defer the payment of
a commission or bonus not yet payable to him or her at the time of the
election. The Participant may change his or her regular payroll deduction
Compensation Deferral amount as of, and by written notice delivered to the
Employer prior to, the beginning of any regular payroll period, with such
change being first effective for Compensation to be earned in that payroll
period. In the case of commission or bonus payment deferrals, the Participant
may reduce his or her commission or bonus due to be paid by the Employer by
delivering written notice to the Employer of the commission or bonus
Compensation deferral amount prior to the date the applicable commission or
bonus is first due to be paid.

                 Once made, a Compensation Deferral regular payroll deduction
election shall continue in force indefinitely, until changed as provided
above. A Compensation Deferral commission or bonus payment election shall
continue in force only for the Plan Year for which the election is first
effective. Compensation Deferrals shall be deducted by the Employer from the
pay of a deferring Participant and shall be credited to the Account of the
deferring Participant.

                 (b) STOCK OPTION GAINS CONVERSIONS. In accordance with rules
established by the Employer in its sole and absolute discretion, certain
Participants, as specifically identified by the Employer's Chief Executive
Officer in his sole and absolute discretion, may elect to convert Stock
Option Gains which would otherwise be payable to the Participant pursuant to
an Employer-sponsored stock option program into a contribution (a Stock
Option Gains Contribution) to the Participant's Account. The value of the
Stock Option Gains Contribution to be credited to the Participant's Account
shall be the value of the Stock Option Gains as determined by the Employer or
as agreed upon between the Employer and the Participant in the written
instrument pursuant to which the Participant makes the Stock Option Gains
conversion election.


                                       4
<PAGE>

                          A Participant shall be entitled to make a Stock
Option Gains Contribution at the time and in the form and manner determined
by the Employer and communicated to the Participant. No Participant shall
have a right to make a Stock Option Gains Contribution unless and until
notified in writing by the Employer's Chief Executive Officer and only to the
extent provided in such notice.

                 (c)      THE PARTICIPANT'S ACCOUNT. There shall be
established and maintained by the Employer a separate Account in the name of
each Participant to which shall be credited or debited: (a) amounts equal to
the Participant's Compensation Deferrals; (b) amounts equal to the
Participant's Stock Option Gains Contribution; and (c) amounts equal to any
deemed earnings or losses (to the extent realized, based upon deemed fair
market value of the Account's deemed assets, as determined by the Employer,
in its sole and absolute discretion) attributable or allocable thereto.

                 A Participant shall at all times be 100% vested in amounts
credited to his or her Account.

         3.2     CONTRIBUTIONS TO THE TRUST. An amount shall be contributed
by the Employer to the Trust maintained under Section 11.1 equal to the total
amount required to be credited to each Participant's Account under Section
3.1. The Employer shall make a good faith effort to contribute these amounts
to the Trust as soon as practicable following the date on which the
contribution credit amount(s) are determined.

                                    ARTICLE 4
                               ALLOCATION OF FUNDS

         4.1     ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Subject
to Section 4.5 and subject to such limitations as may from time to time be
required by law, imposed by the Employer or the Trustee or contained
elsewhere in the Plan, and subject to such operating rules and procedures as
may be imposed from time to time by the Employer, prior to the date on which
a direction will become effective, each Participant shall have the right to
direct the Employer as to how amounts in his or her Account shall be deemed
to be invested. The Employer shall direct the Trustee to invest the account
maintained in the Trust on behalf of the Participant pursuant to the deemed
investment directions the Employer properly has received from the Participant.

                 The value of the Participant's Account shall be equal to the
value of the account maintained under the Trust on behalf of the Participant.
As of each valuation date of the Trust, the Participant's Account will be
credited or debited to reflect the Participant's deemed investments of the
Trust. The Participant's Plan Account will be credited or debited with the
increase or decrease in the realizable net asset value or credited interest,
as applicable, of the designated deemed investments, as follows. As of each
Valuation Date, an amount equal to the net increase or decrease in realizable
net asset value or credited interest, as applicable (as determined by the
Trustee), of each deemed investment option within the Account since the


                                       5
<PAGE>

preceding Valuation Date shall be allocated among all Participants' Accounts
deemed to be invested in that investment option in accordance with the ratio
which the portion of the Account of each Participant which is deemed to be
invested within that investment option, determined as provided herein, bears
to the aggregate of all amounts deemed to be invested within that investment
option.

         4.2     ACCOUNTING FOR DISTRIBUTIONS. As of the date of any
distribution hereunder, the distribution made hereunder to the Participant or
his or her Beneficiary or Beneficiaries shall be charged to such
Participant's Account. Such amounts shall be charged on a pro rata basis
against the investments of the Trust in which the Participant's Account is
deemed to be invested.

         4.3     SEPARATE ACCOUNTS. A separate account under the Plan shall
be established and maintained by the Employer to reflect the Account for each
Participant with sub-accounts to show separately the deemed earnings and
losses credited or debited to such Account, and the applicable deemed
investments of the Account.

         4.4     INTERIM VALUATIONS. If it is determined by the Employer that
the value of a Participant's Account as of any date on which distributions
are to be made differs materially from the value of the Participant's Account
on the prior Valuation Date upon which the distribution is to be based, the
Employer, in its sole and absolute discretion, shall have the right to
designate any date in the interim as a Valuation Date for the purpose of
revaluing the Participant's Account so that the Account will, prior to the
distribution, reflect its share of such material difference in value.

         4.5     DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to
such limitations as may from time to time be required by law, imposed by the
Employer or the Trustee or contained elsewhere in the Plan, and subject to
such operating rules and procedures as may be imposed from time to time by
the Employer, prior to and effective for each Designation Date, each
Participant may communicate to the Employer a direction (in accordance with
(a), below) as to how his or her Plan Accounts should be deemed to be
invested among such categories of deemed investments as may be made available
by the Employer hereunder. Such direction shall designate the percentage (in
any whole percent multiples) of each portion of the Participant's Plan
Accounts which is requested to be deemed to be invested in such categories of
deemed investments, and shall be subject to the following rules:

                 (a)      Any initial or subsequent deemed investment
direction shall be in writing, on a form supplied by and filed with the
Employer, and/or, as required or permitted by the Employer, shall be by oral
designation and/or electronic transmission designation. A designation shall
be effective as of the Designation Date next following the date the direction
is received and accepted by the Employer on which it would be reasonably
practicable for the Employer to effect the designation.

                                       6
<PAGE>

                 (b)      All amounts credited to the Participant's Account
shall be deemed to be invested in accordance with the then effective deemed
investment direction, and as of the Designation Date with respect to any new
deemed investment direction, all or a portion of the Participant's Account at
that date shall be reallocated among the designated deemed investment funds
according to the percentages specified in the new deemed investment direction
unless and until a subsequent deemed investment direction shall be filed and
become effective. An election concerning deemed investment choices shall
continue indefinitely as provided in the Participant's most recent
Participant Enrollment and Election Form, or other form specified by the
Employer.

                 (c)     If the Employer receives an initial or revised
deemed investment direction which it deems to be incomplete, unclear or
improper, the Participant's investment direction then in effect shall remain
in effect (or, in the case of a deficiency in an initial deemed investment
direction, the Participant shall be deemed to have filed no deemed investment
direction) until the next Designation Date, unless the Employer provides for,
and permits the application of, corrective action prior thereto.

                 (d)      If the Employer possesses (or is deemed to possess
as provided in (c), above) at any time directions as to the deemed investment
of less than all of a Participant's Account, the Participant shall be deemed
to have directed that the undesignated portion of the Account be deemed to be
invested in a money market, fixed income or similar fund made available under
the Plan as determined by the Employer in its sole and absolute discretion.

                 (e)      Each Participant hereunder, as a condition to his
or her participation hereunder, agrees to indemnify and hold harmless the
Employer and its agents and representatives from any losses or damages of any
kind relating to the deemed investment of the Participant's Account hereunder.

                 (f)      Each reference in this Section to a Participant
shall be deemed to include, where applicable, a reference to a Beneficiary.

         4.6     EXPENSES AND TAXES. Expenses, including Trustee fees,
associated with the administration or operation of the Plan shall be paid by
the Employer from its general assets. Any taxes allocable to an Account (or
portion thereof) maintained under the Plan which are payable prior to the
distribution of the Account (or portion thereof), as determined by the
Employer, shall be paid by the Employer.


                                       7
<PAGE>

                                    ARTICLE 5
                             ENTITLEMENT TO BENEFITS

         5.1     FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT. On his or
her Participant Enrollment and Election Form, a Participant may select a
fixed payment date for the payment or commencement of payment of his or her
Account (or the Participant may select fixed payment dates for the payment or
commencement of payment of portions of his or her Account), which will be
valued and payable according to the provisions of Article 6. Such payment
dates may be extended to later dates so long as elections to so extend the
dates are made by the Participant at least six (6) months prior to the date
on which the distribution is to be made or commence. Such payment dates may
not be accelerated.

                 A Participant who selects payment or commencement of payment
of his or her Account (or portions thereof) on a fixed date or dates shall
receive payment of his or her Account at the earlier of such fixed payment
date or dates (as extended, if applicable) or his or her termination of
employment with the Employer.

                 Any fixed payment date elected by a Participant as provided
above must be a date no earlier than the January 1 of the third calendar year
after the calendar year in which the payment date election is made.

                 If a Participant does not make a payment date election as
provided above for any particular amounts hereunder, and the Participant
terminates employment with the Employer for any reason, the Participant's
vested Account at the date of such termination shall be valued and payable at
or commencing at such termination according to the provisions of Article 6.

         5.2     HARDSHIP DISTRIBUTIONS. In the event of financial hardship
of the Participant, as hereinafter defined, the Participant may apply to the
Employer for the distribution of all or any part of his or her vested
Account. The Employer shall consider the circumstances of each such case, and
the best interests of the Participant and his or her family, and shall have
the right, in its sole and absolute discretion, if applicable, to allow such
distribution, or, if applicable, to direct a distribution of part of the
amount requested, or to refuse to allow any distribution. Upon a finding of
financial hardship, the Employer shall make the appropriate distribution to
the Participant from amounts held by the Employer in respect of the
Participant's vested Account. In no event shall the aggregate amount of the
distribution exceed either the full value of the Participant's vested Account
or the amount determined by the Employer to be necessary to alleviate the
Participant's financial hardship (which financial hardship may be considered
to include any taxes due because of the distribution occurring because of
this Section), and which is not reasonably available from other resources of
the Participant. For purposes of this Section, the value of the Participant's
vested Account shall be determined as of the date of the distribution.
"Financial hardship" means (a) a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant
or of a dependent (as defined in Code section 152(a)) of


                                       8
<PAGE>

the Participant, (b) loss of the Participant's property due to casualty, or
(c) other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, each as determined to
exist by the Employer. A distribution may be made under this Section only
with the consent of the Employer.

         5.3     HAIRCUT PROVISION. An employee shall have the option to
request a full or partial distribution of their account subject to a 10%
haircut penalty. The Employer must also approve distributions subject to this
haircut provision. In no event will the withdrawal be greater than 100% of
the value of a Participant's Account.

         5.4     RE-EMPLOYMENT OF RECIPIENT. If a Participant receiving
installment distributions pursuant to Section 6.2 is re-employed by the
Employer, the remaining distributions due to the Participant shall be
suspended until such time as the Participant (or his or her Beneficiary) once
again becomes eligible for benefits under Section 5.1 or 5.2, at which time
such distribution shall commence, subject to the limitations and conditions
contained in this Plan.

                                    ARTICLE 6
                            DISTRIBUTION OF BENEFITS

         6.1     AMOUNT. A Participant (or his or her Beneficiary) shall
become entitled to receive, on or about the earlier of the Participant's
termination of employment with the Employer or the date or dates selected by
the Participant on his or her Participant Enrollment and Election Form (or,
if no such selection is made, on or about the date of the Participant's
termination of employment with the Employer) (or earlier as provided in
Article 5), a distribution in an aggregate amount equal to the Participant's
vested Account. Any payment due hereunder from the Trust which is not paid by
the Trust for any reason will be paid by the Employer from its general assets.

         6.2 METHOD OF PAYMENT.

                 (a) CASH OR IN-KIND PAYMENTS. Payments under the Plan shall
be made in cash or in-kind, as elected by the Participant, as permitted by
the Employer in its sole and absolute discretion and subject to applicable
restrictions on transfer as may be applicable legally or contractually.

                 (b) TIMING AND MANNER OF PAYMENT. In the case of
distributions to a Participant or his or her Beneficiary by virtue of an
entitlement pursuant to Sections 5.1, an aggregate amount equal to the
Participant's vested Account will be paid by the Trust or the Employer, as
provided in Section 6.1, in a lump sum or in up to ten (10) substantially
equal annual installments (adjusted for gains and losses), as selected by the
Participant as provided in Article 5. If a Participant fails to designate
properly the manner of payment of the Participant's benefit under the Plan,
such payment will be in a lump sum.


                                       9
<PAGE>

                 If the whole or any part of a payment hereunder is to be in
installments, the total to be so paid shall continue to be deemed to be
invested pursuant to Sections 4.1 and 4.5 under such procedures as the
Employer may establish, in which case any deemed income, gain, loss or
expense or tax allocable thereto (as determined by the Trustee, in its
discretion) shall be reflected in the installment payments, in such equitable
manner as the Trustee shall determine.

         6.3     DEATH OR DISABILITY BENEFITS. If a Participant dies or
experiences a Total and Permanent Disability before terminating his or her
employment with the Employer and before the commencement of payments to the
Participant hereunder, the entire value of the Participant's Account plus the
Scheduled Survivor Benefit shall be paid, at the time(s) selected by the
Participant under Article 5 and in the manner provided in Section 6.2, to the
person or persons designated in accordance with Section 7.1.

                 Upon the death of a Participant after payments hereunder
have begun but before he or she has received all payments to which he or she
is entitled under the Plan, the remaining benefit payments shall be paid to
the person or persons designated in accordance with Section 7.1, in the
manner in which such benefits were payable to the Participant.

                                    ARTICLE 7
                         BENEFICIARIES; PARTICIPANT DATA

         7.1     DESIGNATION OF BENEFICIARIES. Each Participant from time to
time may designate any person or persons (who may be named contingently or
successively) to receive such benefits as may be payable under the Plan upon
or after the Participant's death, and such designation may be changed from
time to time by the Participant by filing a new designation. Each designation
will revoke all prior designations by the same Participant, shall be in a
form prescribed by the Employer, and will be effective only when filed in
writing with the Employer during the Participant's lifetime.

                 In the absence of a valid Beneficiary designation, or if, at
the time any benefit payment is due to a Beneficiary, there is no living
Beneficiary validly named by the Participant, the Employer shall pay any such
benefit payment to the Participant's spouse, if then living, but otherwise to
the Participant's then living descendants, if any, PER STRIPES, but, if none,
to the Participant's estate. In determining the existence or identity of
anyone entitled to a benefit payment, the Employer may rely conclusively upon
information supplied by the Participant's personal representative, executor
or administrator. If a question arises as to the existence or identity of
anyone entitled to receive a benefit payment as aforesaid, or if a dispute
arises with respect to any such payment, then, notwithstanding the foregoing,
the Employer, in its sole and absolute discretion, may distribute such
payment to the Participant's estate without liability for any tax or other
consequences which might flow therefrom, or may take such other action as the
Employer deems to be appropriate.


                                       10
<PAGE>

         7.2     INFORMATION TO BE FURNISHED BY PARTICIPANTS AND
BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any
communication, statement or notice addressed to a Participant or to a
Beneficiary at his or her last post office address as shown on the Employer's
records shall be binding on the Participant or Beneficiary for all purposes
of the Plan. The Employer shall not be obliged to search for any Participant
or Beneficiary beyond the sending of a registered letter to such last known
address. If the Employer notifies any Participant or Beneficiary that he or
she is entitled to an amount under the Plan and the Participant or
Beneficiary fails to claim such amount or make his or her location known to
the Employer within three (3) years thereafter, then, except as otherwise
required by law, if the location of one or more of the next of kin of the
Participant is known to the Employer, the Employer may direct distribution of
such amount to any one or more or all of such next of kin, and in such
proportions as the Employer determines. If the location of none of the
foregoing persons can be determined, the Employer shall have the right to
direct that the amount payable shall be deemed to be a forfeiture, except
that the dollar amount of the forfeiture, unadjusted for deemed gains or
losses in the interim, shall be paid by the Employer if a claim for the
benefit subsequently is made by the Participant or the Beneficiary to whom it
was payable. If a benefit payable to an unlocated Participant or Beneficiary
is subject to escheat pursuant to applicable state law, the Employer shall
not be liable to any person for any payment made in accordance with such law.

                                    ARTICLE 8
                                 ADMINISTRATION

         8.1     ADMINISTRATIVE AUTHORITY. Except as otherwise specifically
provided herein, the Employer shall have the sole responsibility for and the
sole control of the operation and administration of the Plan, and shall have
the power and authority to take all action and to make all decisions and
interpretations which may be necessary or appropriate in order to administer
and operate the Plan, including, without limiting the generality of the
foregoing, the power, duty and responsibility to:

                 (a)      Resolve and determine all disputes or questions
arising under the Plan, and to remedy any ambiguities, inconsistencies or
omissions in the Plan.

                 (b)      Adopt such rules of procedure and regulations as in
its opinion may be necessary for the proper and efficient administration of
the Plan and as are consistent with the Plan.

                 (c)      Implement the Plan in accordance with its terms and
the rules and regulations adopted as above.

                 (d)      Make determinations with respect to the eligibility
of any Eligible Employee as a Participant and make determinations concerning
the crediting of Plan Accounts.

                                       11
<PAGE>

                 (e)      Appoint any persons or firms, or otherwise act to
secure specialized advice or assistance, as it deems necessary or desirable
in connection with the administration and operation of the Plan, and the
Employer shall be entitled to rely conclusively upon, and shall be fully
protected in any action or omission taken by it in good faith reliance upon,
the advice or opinion of such firms or persons. The Employer shall have the
power and authority to delegate from time to time by written instrument all
or any part of its duties, powers or responsibilities under the Plan, both
ministerial and discretionary, as it deems appropriate, to any person or
committee, and in the same manner to revoke any such delegation of duties,
powers or responsibilities. Any action of such person or committee in the
exercise of such delegated duties, powers or responsibilities shall have the
same force and effect for all purposes hereunder as if such action had been
taken by the Employer. Further, the Employer may authorize one or more
persons to execute any certificate or document on behalf of the Employer, in
which event any person notified by the Employer of such authorization shall
be entitled to accept and conclusively rely upon any such certificate or
document executed by such person as representing action by the Employer until
such notified person shall have been notified of the revocation of such
authority.

         8.2     UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the
administration or operation of the Plan discretionary actions by the Employer
are required or permitted, such actions shall be consistently and uniformly
applied to all persons similarly situated, and no such action shall be taken
which shall discriminate in favor of any particular person or group of
persons.

         8.3     LITIGATION. Except as may be otherwise required by law, in
any action or judicial proceeding affecting the Plan, no Participant or
Beneficiary shall be entitled to any notice or service of process, and any
final judgment entered in such action shall be binding on all persons
interested in, or claiming under, the Plan.

         8.4     CLAIMS PROCEDURE. Any person claiming a benefit under the
Plan (a "Claimant") shall present the claim, in writing, to the Employer, and
the Employer shall respond in writing. If the claim is denied, the written
notice of denial shall state, in a manner calculated to be understood by the
Claimant:

                 (a)      The specific reason or reasons for the denial, with
specific references to the Plan provisions on which the denial is based;

                 (b)      A description of any additional material or
information necessary for the Claimant to perfect his or her claim and an
explanation of why such material or information is necessary; and

                 (c)      An explanation of the Plan's claims review
procedure.

                 The written notice denying or granting the Claimant's claim
shall be provided to the Claimant within ninety (90) days after the
Employer's receipt of the claim, unless special


                                       12
<PAGE>

circumstances require an extension of time for processing the claim. If such
an extension is required, written notice of the extension shall be furnished
by the Employer to the Claimant within the initial ninety (90) day period and
in no event shall such an extension exceed a period of ninety (90) days from
the end of the initial ninety (90) day period. Any extension notice shall
indicate the special circumstances requiring the extension and the date on
which the Employer expects to render a decision on the claim. Any claim not
granted or denied within the period noted above shall be deemed to have been
denied.

                 Any Claimant whose claim is denied, or deemed to have been
denied under the preceding sentence (or such Claimant's authorized
representative), may, within sixty (60) days after the Claimant's receipt of
notice of the denial, or after the date of the deemed denial, request a
review of the denial by notice given, in writing, to the Employer. Upon such
a request for review, the claim shall be reviewed by the Employer (or its
designated representative) which may, but shall not be required to, grant the
Claimant a hearing. In connection with the review, the Claimant may have
representation, may examine pertinent documents, and may submit issues and
comments in writing.

                 The decision on review normally shall be made within sixty
(60) days of the Employer's receipt of the request for review. If an
extension of time is required due to special circumstances, the Claimant
shall be notified, in writing, by the Employer, and the time limit for the
decision on review shall be extended to one hundred twenty (120) days. The
decision on review shall be in writing and shall state, in a manner
calculated to be understood by the Claimant, the specific reasons for the
decision and shall include references to the relevant Plan provisions on
which the decision is based. The written decision on review shall be given to
the Claimant within the sixty (60) day (or, if applicable, the one hundred
twenty (120) day) time limit discussed above. If the decision on review is
not communicated to the Claimant within the sixty (60) day (or, if
applicable, the one hundred twenty (120) day) period discussed above, the
claim shall be deemed to have been denied upon review. All decisions on
review shall be final and binding with respect to all concerned parties.

                                    ARTICLE 9
                                    AMENDMENT

         9.1     RIGHT TO AMEND. The Employer, by action of its Board of
Directors, shall have the right to amend the Plan, at any time and with
respect to any provisions hereof, and all parties hereto or claiming any
interest hereunder shall be bound by such amendment; provided, however, that
no such amendment shall deprive a Participant or a Beneficiary of a vested
right accrued hereunder prior to the date of the amendment.

         9.2     AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN.
Notwithstanding the provisions of Section 9.1, the Plan may be amended by the
Employer, by action of its Board of Directors, at any time, retroactively if
required, if found necessary, in the opinion of the Employer, in order to
ensure that the Plan is characterized as "top-hat" plan of deferred
compensation maintained for a select group of management or highly
compensated


                                       13
<PAGE>

employees as described under ERISA sections 201(2), 301(a)(3), and 401(a)(1),
and to conform the Plan to the provisions and requirements of any applicable
law (including ERISA and the Code). No such amendment shall be considered
prejudicial to any interest of a Participant or a Beneficiary hereunder.

                                   ARTICLE 10
                                   TERMINATION

         10.1    EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer
reserves the right to terminate the Plan and/or its obligation to make
further credits to Plan Accounts, by action of its Board of Directors. The
Employer also reserves the right to suspend the operation of the Plan for a
fixed or indeterminate period of time, by action of its Board of Directors.

         10.2    AUTOMATIC TERMINATION OF PLAN. The Plan automatically shall
terminate upon the dissolution of the Employer, or upon its merger into or
consolidation with any other corporation or business organization if there is
a failure by the surviving corporation or business organization to adopt
specifically and agree to continue the Plan.

         10.3    SUSPENSION OF DEFERRALS. In the event of a suspension of the
Plan, the Employer shall continue all aspects of the Plan, other than
Compensation Deferrals, during the period of the suspension, in which event
payments hereunder will continue to be made during the period of the
suspension in accordance with Articles 5 and 6.

         10.4    ALLOCATION AND DISTRIBUTION. This Section shall become
operative on a complete termination of the Plan. The provisions of this
Section also shall become operative in the event of a partial termination of
the Plan, as determined by the Employer, but only with respect to that
portion of the Plan attributable to the Participants to whom the partial
termination is applicable. Upon the effective date of any such event,
notwithstanding any other provisions of the Plan, no persons who were not
theretofore Participants shall be eligible to become Participants, the value
of the interest of all Participants and Beneficiaries shall be determined
and, after deduction of estimated expenses in liquidating and, if applicable,
paying Plan benefits, paid to them as soon as is practicable after such
termination.

         10.5    SUCCESSOR TO EMPLOYER. Any corporation or other business
organization which is a successor to the Employer by reason of a
consolidation, merger or purchase of substantially all of the assets of the
Employer shall have the right to become a party to the Plan by adopting the
same by resolution of the entity's board of directors or other appropriate
governing body. If, within ninety (90) days from the effective date of such
consolidation, merger or sale of assets, such new entity does not become a
party hereto, as above provided, the Plan automatically shall be terminated,
and the provisions of Section 10.4 shall become operative.


                                       14
<PAGE>

                                   ARTICLE 11
                                    THE TRUST

         11.1    ESTABLISHMENT OF TRUST. The Employer shall establish the
Trust with the Trustee pursuant to such terms and conditions as are set forth
in the Trust agreement to be entered into between the Employer and the
Trustee or the Employer shall cause to be maintained one or more separate
subaccounts in an existing Trust maintained with the Trustee with respect to
one or more other plans of the Employer, which subaccount or subaccounts
represent Participants' interests in the Plan. Any such Trust shall be
intended to be treated as a "grantor trust" under the Code and the
establishment of the Trust or the utilization of any existing Trust for Plan
benefits, as applicable, shall not be intended to cause any Participant to
realize current income on amounts contributed thereto, and the Trust shall be
so interpreted.

                                   ARTICLE 12
                                  MISCELLANEOUS

         12.1    LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the
establishment of the Plan nor any modification thereof, nor the creation of
any account under the Plan, nor the payment of any benefits under the Plan
shall be construed as giving to any Participant or other person any legal or
equitable right against the Employer, or any officer or employer thereof
except as provided by law or by any Plan provision. The Employer does not in
any way guarantee any Participant's Account from loss or depreciation,
whether caused by poor investment performance of a deemed investment or the
inability to realize upon an investment due to an insolvency affecting an
investment vehicle or any other reason. In no event shall the Employer, or
any successor, employee, officer, director or stockholder of the Employer, be
liable to any person on account of any claim arising by reason of the
provisions of the Plan or of any instrument or instruments implementing its
provisions, or for the failure of any Participant, Beneficiary or other
person to be entitled to any particular tax consequences with respect to the
Plan, or any credit or distribution hereunder.

         12.2    CONSTRUCTION; UNFUNDED OBLIGATION. If any provision of the
Plan is held to be illegal or void, such illegality or invalidity shall not
affect the remaining provisions of the Plan, but shall be fully severable,
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been inserted herein. For all purposes of the Plan, where
the context admits, the singular shall include the plural, and the plural
shall include the singular. Headings of Articles and Sections herein are
inserted only for convenience of reference and are not to be considered in
the construction of the Plan. The laws of the State of California shall
govern, control and determine all questions of law arising with respect to
the Plan and the interpretation and validity of its respective provisions,
except where those laws are preempted by the laws of the United States.


                                       15
<PAGE>

         The Plan is intended to be and at all times shall be interpreted and
administered so as to qualify as an unfunded deferred compensation plan, and no
provision of the Plan shall be interpreted so as to give any individual any
right in any assets of the Employer which right is greater than the rights of a
general unsecured creditor of the Employer.

         12.3    NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS. Nothing contained
herein shall be construed as conferring upon any Participant the right to
continue in the employ of the Employer as an executive or in any other
capacity or to interfere with the Employer's right to discharge him or her at
any time for any reason whatsoever. Participation under the Plan will not
give any Participant the right to claim to any benefit under the Plan unless
such right or claim has specifically accrued hereunder.

         12.4    WITHHOLDING. The Employer shall have the right to make such
provisions as it deems necessary or appropriate to satisfy any obligations it
may have to withhold federal, state or local income or other taxes incurred
by reason of a payment or election to defer under the Plan.

         12.5    SPENDTHRIFT PROVISION. No amount payable to a Participant or
a Beneficiary under the Plan will, except as otherwise specifically provided
by law, be subject in any manner to anticipation, alienation, attachment,
garnishment, sale, transfer, assignment (either at law or in equity), levy,
execution, pledge, encumbrance, charge or any other legal or equitable
process, and any attempt to do so will be void; nor will any benefit be in
any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the person entitled thereto. Further, (i) the
withholding of taxes from Plan benefit payments, (ii) the recovery under the
Plan of overpayments of benefits previously made to a Participant or
Beneficiary, (iii) if applicable, the transfer of benefit rights from the
Plan to another plan, or (iv) the direct deposit of benefit payments to an
account in a banking institution (if not actually part of an arrangement
constituting an assignment or alienation) shall not be construed as an
assignment or alienation.

         In the event that any Participant's or Beneficiary's benefits
hereunder are garnished or attached by order of any court, the Employer or
Trustee may bring an action or a declaratory judgment in a court of competent
jurisdiction to determine the proper recipient of the benefits to be paid
under the Plan. During the pendency of said action, any benefits that become
payable shall be held as credits to the Participant's or Beneficiary's
Account or, if the Employer or Trustee prefers, paid into the court as they
become payable, to be distributed by the court to the recipient as the court
deems proper at the close of said action.


                                       16
<PAGE>


         IN WITNESS WHEREOF, the Employer has caused the Plan to be executed and
its seal to be affixed hereto, effective as of the 1st day of November 1999.


ATTEST/WITNESS:                             AVANT! CORPORATION

------------------------------              By:
(SEAL)                                         ------------------------------

Print:                                      Print Name:
      ------------------------                         ----------------------

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


                                       17
<PAGE>
















                               AVANT! CORPORATION

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                 TRUST AGREEMENT




















                        Effective as of November 1, 1999


<PAGE>

                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                                 TRUST AGREEMENT

                        Effective as of November 1, 1999

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                    ARTICLE I
                             ESTABLISHMENT OF TRUST
         <C>      <S>                                                                                             <C>
         1.1      TRUST DEPOSITS..................................................................................1
         1.2      IRREVOCABILITY..................................................................................1
         1.3      GRANTOR TRUST...................................................................................1
         1.4      PLAN ASSETS.....................................................................................2
         1.5      ACCEPTANCE OF TRUST.............................................................................2

                                   ARTICLE II
                         PLAN AS PART OF TRUST AGREEMENT
         2.1      INCORPORATION BY REFERENCE......................................................................2
         2.2      BENEFIT PROVISIONS..............................................................................2
         2.3      AMENDMENT OF PLAN...............................................................................2

                                   ARTICLE III
                  PAYMENTS TO PLAN PARTICIPANTS AND BENEFICIARIES
         3.1      PAYMENT DIRECTION AND TAXES.....................................................................2
         3.2      ENTITLEMENT TO BENEFITS.........................................................................3
         3.3      PAYMENTS BY EMPLOYER............................................................................3

                                   ARTICLE IV
                  TRUSTEE RESPONSIBILITY WHEN EMPLOYER IS INSOLVENT
         4.1      CESSATION OF PAYMENTS ON EMPLOYER INSOLVENCY....................................................3
         4.2      CLAIMS OF CREDITORS.............................................................................3

                                    ARTICLE V
                              INVESTMENT AUTHORITY
         5.1      TRUSTEE AUTHORITY...............................................................................4
         5.2      EMPLOYER AUTHORITY..............................................................................5
         5.3      INDEMNIFICATION.................................................................................5


                                   ARTICLE VI
                              DISPOSITION OF INCOME
         6.1      DISPOSITION OF INCOME...........................................................................6

</TABLE>

                                          i
<PAGE>

<TABLE>
<CAPTION>
                                   ARTICLE VII
                              ACCOUNTING BY TRUSTEE
         <C>      <S>                                                                                             <C>
         7.1      ACCOUNTING BY TRUSTEE...........................................................................6

                                  ARTICLE VIII
                          RESPONSIBILITY OF THE TRUSTEE
         8.1      PRUDENT PERSON..................................................................................6
         8.2      TRUSTEE INDEMNIFICATION.........................................................................6
         8.3      LEGAL COUNSEL...................................................................................7
         8.4      HIRING AGENTS...................................................................................7
         8.5      TRUSTEE POWERS..................................................................................7
         8.6      LIMITATION ON POWERS............................................................................7

                                   ARTICLE IX
                        FEES AND EXPENSES OF THE TRUSTEE
         9.1      TRUSTEE EXPENSES AND FEES.......................................................................7

                                    ARTICLE X
                     RESIGNATION AND REMOVAL OF THE TRUSTEE
         10.1     TRUSTEE RESIGNATION.............................................................................7
         10.2     TRUSTEE REMOVAL.................................................................................7
         10.3     TRANSFER OF ASSETS..............................................................................8
         10.4     APPOINTMENT OF SUCCESSOR........................................................................8

                                   ARTICLE XI
                            APPOINTMENT OF SUCCESSOR
         11.1     APPOINTMENT OF SUCCESSOR........................................................................8

                                   ARTICLE XII
                            AMENDMENT OR TERMINATION
         12.1     AMENDMENT.......................................................................................8
         12.2     TERMINATION.....................................................................................8

                                  ARTICLE XIII
                                  MISCELLANEOUS
         13.1     VALIDITY OF PROVISIONS..........................................................................8
         13.2     NO ASSIGNMENT OF BENEFITS.......................................................................9
         13.3     GOVERNING LAW...................................................................................9

                                   ARTICLE XIV
                                 EFFECTIVE DATE
         14.1     EFFECTIVE DATE..................................................................................9

</TABLE>

                                         ii
<PAGE>


                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                                 TRUST AGREEMENT

                                    RECITALS

         THIS TRUST AGREEMENT is made and entered into effective as of the 1st
day of November 1999 by and between Avant! Corporation (the "Employer"), which
maintains the Avant! Corporation Executive Deferred Compensation Plan (the
"Plan"), and _____________________ (the "Trustee").

         The Employer has established the Plan. The Plan is intended to be a
"top-hat plan" (i.e., an unfunded deferred compensation plan maintained for a
select group of management or highly compensated employees) under sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974 ("ERISA").

         The Plan provides for the Employer to pay all Plan benefits from its
general revenues and assets. The Employer wishes to establish an irrevocable
trust fund for the purpose of providing a source from which to pay benefits
under the Plan, such trust fund being subject to the claims of the Employer's
creditors in the event of the Employer's bankruptcy or insolvency. Contributions
to the trust fund shall be held by the Trustee and invested, reinvested and
distributed in accordance with the provisions of this Trust Agreement.

         The Trust established by this Trust Agreement is intended to be a
"grantor trust," with the result that the corpus and income of the Trust are
treated for tax purposes as assets and income of the Employer.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Employer and the Trustee, intending to be legally bound, declare and
agree as follows:

                                    ARTICLE I
                             ESTABLISHMENT OF TRUST

         1.1     TRUST DEPOSITS. The Employer shall deposit with the Trustee,
in trust (the "Trust"), certain funds, which shall be held, administered and
disposed of by the Trustee as provided in this Trust Agreement.

         1.2     IRREVOCABILITY. The Trust shall be irrevocable.

         1.3     GRANTOR TRUST. The Trust is intended to be a grantor trust,
of which the Employer is the grantor, within the meaning of sub-part E, part
I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986,
as amended, and shall be construed accordingly. The creation of this Trust is
not intended to cause the Plan to be treated as a funded plan for purposes of
Title I of ERISA as amended from time to time, and this Trust Agreement shall
be interpreted at all times so as to ensure that the Plan will not be treated
as such a funded plan.


<PAGE>

         1.4     PLAN ASSETS. The principal of the Trust, and any earnings
thereon, shall be held separate and apart from other funds of the Employer
and shall be used exclusively for the uses and purposes of the Plan and
general creditors of the Employer as herein set forth. The Plan participants
and their beneficiaries shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust. Any rights created under the
Plan and this Trust Agreement shall be mere unsecured contractual rights of
Plan participants and beneficiaries against the Employer. Any assets held by
the Trust will be subject to the claims of the Employer's general creditors
under federal and state law in the event of Insolvency, as defined herein.

         1.5     ACCEPTANCE OF TRUST. The Trustee accepts the Trust
established under the Trust Agreement on the terms and subject to the
provisions set forth herein, and it agrees to discharge and perform fully and
faithfully all of the duties and obligations imposed upon it under this Trust
Agreement.

                                   ARTICLE II
                         PLAN AS PART OF TRUST AGREEMENT

         2.1     INCORPORATION BY REFERENCE. The Plan is expressly
incorporated herein and made a part hereof with the same force and effect as
if the Plan had been fully set forth herein. A copy of the Plan has been
delivered to the Trustee. All terms defined in the Plan shall have the same
meanings when used herein unless expressly provided to the contrary herein.
The Employer shall deliver to the Trustee copies of all amendments to the
Plan made after the date of this Trust Agreement.

         2.2     BENEFIT PROVISIONS. The terms of the Plan shall govern the
amount, form and timing of benefit payments under the Plan to which a Plan
participant or beneficiary is entitled.

         2.3     AMENDMENT OF PLAN. The incorporation of the Plan into this
Trust shall not affect the provisions of the Plan concerning the amendment or
termination thereof.

                                   ARTICLE III
                 PAYMENTS TO PLAN PARTICIPANTS AND BENEFICIARIES

         3.1     PAYMENT DIRECTION AND TAXES. The Employer shall deliver to
the Trustee a Statement (the "Payment Direction") that indicates the amounts
payable in respect of any Plan participant who becomes entitled to receive a
distribution from the Plan (or his or her beneficiaries) and that provides
the time for the payment of such amounts. Except as otherwise provided
herein, the Trustee shall make payments to a Plan participant or his or her
beneficiaries in accordance with such Payment Direction. The Employer shall
make provision for the reporting and withholding of any federal, state or
local taxes that may be required to be withheld with respect to the payment
of benefits pursuant to the terms of the Plan and shall pay amounts withheld
to the appropriate taxing authorities.


                                       2
<PAGE>

         3.2     ENTITLEMENT TO BENEFITS. The entitlement of a Plan
participant or his or her beneficiaries to benefits under the Plan shall be
as set forth in the Plan, and any claim for such benefits shall be considered
and reviewed under the procedures set out in the Plan.

         3.3     PAYMENTS BY EMPLOYER. The Employer may make payment of
benefits directly to the Plan participant or his or her beneficiaries as they
become due under the terms of the Plan. The Employer shall notify the Trustee
of its decision to make payment of benefits directly prior to the time
amounts are payable to a Plan participant or his or her beneficiaries.

                                   ARTICLE IV
                TRUSTEE RESPONSIBILITY WHEN EMPLOYER IS INSOLVENT

         4.1     CESSATION OF PAYMENTS ON EMPLOYER INSOLVENCY. The Trustee
shall cease payment of benefits to the Plan participant or his beneficiaries
if the Employer is Insolvent. The Employer shall be considered "Insolvent"
for purposes of this Trust Agreement if (i) the Employer is unable to pay its
debts as they become due, or (ii) the Employer is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.

         4.2     CLAIMS OF CREDITORS. At all times during the continuance of
this Trust, the principal and income of the Trust shall be subject to claims
of general creditors of the Employer under federal and state law as set forth
below.

                 (a)      The Board of Directors and the Chief Executive
Officer of the Employer shall have the duty to inform the Trustee in writing
of the Employer's Insolvency. If a person claiming to be a creditor of the
Employer alleges in writing to the Trustee that the Employer has become
Insolvent, the Trustee shall determine whether the Employer is Insolvent and,
pending such determination, the Trustee shall discontinue payment of benefits
to Plan participants and beneficiaries.

                 (b)      Unless the Trustee has actual knowledge of the
Employer's Insolvency, or has received notice from the Employer or a person
claiming to be a creditor alleging that the Employer is Insolvent, the
Trustee shall have no duty to inquire whether the Employer is Insolvent. The
Trustee may in all events rely on such evidence concerning the Employer's
solvency as may be furnished to the Trustee and that provides the Trustee
with a reasonable basis for making a determination concerning the Employer's
solvency.

                 (c)      If at any time the Trustee has determined that the
Employer is Insolvent, the Trustee shall discontinue payments to Plan
participants and beneficiaries and shall hold the assets of the Trust for the
benefit of the Employer's general creditors. Nothing in this Trust Agreement
shall in any way diminish any rights of any Plan participant or beneficiary
to pursue his or her rights as a general creditor of the Employer with
respect to benefits due under the Plan or otherwise.


                                       3
<PAGE>

                 (d)      The Trustee shall resume the payment of benefits to
the Plan participants and beneficiaries in accordance with the terms of this
Trust Agreement only after the Trustee has determined that the Employer is
not Insolvent (or is no longer Insolvent).

                 (e)      Except as provided herein and in Section 12.2, the
Employer shall have no right or power to direct the Trustee to return to the
Employer or to divert to others any of the Trust assets before all payments
of benefits have been made to all Plan participants and beneficiaries (or to
the Employer, in the case of the inability to locate a payee under the terms
of the Plan) pursuant to the terms of the Plan.

                                    ARTICLE V
                              INVESTMENT AUTHORITY

         5.1     TRUSTEE AUTHORITY. Except as provided in Section 5.2, all
rights associated with assets of the Trust shall be exercised by the Trustee
or the person designated by the Trustee. The Trustee shall have the following
powers with respect to any and all monies, securities and other assets at any
time held by it and constituting part or all of the Trust, such powers,
subject to Section 5.2, to be exercised by it in its sole discretion:

                 (a)      To purchase or subscribe for and invest in any
securities, but not including any securities of the Trustee or any affiliate
of the Trustee, and to retain any such securities in the Trust. Without in
any way intending to limit the generality of the foregoing, the said term
"securities" shall be deemed to include common and preferred stocks,
mortgages, debentures, bonds, notes or other evidences of indebtedness, and
other forms of securities, including those issued by the Employer or sold by
employees participating under the Plan; provided, however, that no stock,
securities or evidence of indebtedness of said Employer or employees shall be
acquired by or held unless the Trustee is so directed by the Employer.

                 The Trustee is authorized to invest and reinvest all or a
portion of the Trust in shares of any open-ended investment fund or company,
including but not limited to, any such fund or company which is managed by an
affiliate of the Trustee.

                 (b)      To sell, transfer and convey for cash or on credit,
convert, redeem, exchange for other securities, or otherwise to dispose of
any securities at any time held by it.

                 (c)      To exercise any conversion privilege and/or
subscription right available in connection with any securities at any time
held by it; to oppose or to consent to the reorganization, consolidation,
merger, or readjustment of the finances of any corporation, company or
association or to the sale, mortgage, pledge or lease of the property of any
corporation, company or association or to the sale, mortgage, pledge or lease
of the property of any corporation, company or association, any of the
securities which may at any time be held by it, and to do any act with
reference thereto, including the exercise of options, the making of
agreements or subscriptions and the payment of expenses, assessments or
subscriptions, which may be deemed necessary or advisable in connection
therewith, and to hold and retain any securities which it may so acquire.


                                       4
<PAGE>

                 (d)      To vote, personally or by general or limited proxy,
any securities which may be held by it at any time and, similarly, to
exercise, personally or by general or limited proxy, any right appurtenant to
any securities held by it at any time.

                 (e)      To register any securities held by it hereunder in
its own name or in the name of a nominee, or in any form permitting title to
pass by delivery, providing the records of the Trustee shall clearly indicate
the ownership of any asset of the Trust.

                 (f)      To make, execute and deliver any and all mortgages,
contracts, consents, waivers, releases or other instruments in writing
necessary or proper for the accomplishment of any of the foregoing powers.

                 (g)      To invest and reinvest all or any portion of the
Trust in units of participation in one or more common, collective or
commingled trust funds that may be established and maintained by the Trustee
or other trustee. Any such common, collective or commingled trust fund may be
specifically designated for investment in guaranteed investment contracts.

                 (h)      To invest any part or all of the Trust (including
idle cash balances) in certificates of deposit, demand or time deposits,
savings accounts, money market accounts or similar investments of the Trustee
or of any affiliate of the Trustee, which bear a reasonable rate of interest.

         5.2     EMPLOYER AUTHORITY. The Employer shall have the right at any
time, and from time to time in its sole discretion, to direct the Trustee as
to the investment of the assets of the Trust, to require the Trustee to
maintain separate accounts representing assets of the Trust which are
maintained for the purpose of providing Plan benefits to particular Plan
participants and beneficiaries and/or to substitute assets of equal fair
market value for any asset held by the Trust. These rights are exercisable by
the Employer in a non-fiduciary capacity without the approval or consent of
any person in a fiduciary capacity. In addition, the Employer may, from time
to time and in its sole discretion, provide an investment and/or asset
allocation policy which the Trustee shall follow when making investment
decisions hereunder.

         5.3     INDEMNIFICATION. If the Trustee invests any or all of the
Trust Fund pursuant to the directions of the Employer, the Employer agrees to
indemnify and hold harmless the Trustee from any claim of loss to the Trust
Fund arising out of the Trustee's compliance with the Employer's investment
directions.


                                       5
<PAGE>

                                   ARTICLE VI
                              DISPOSITION OF INCOME

         6.1     DISPOSITION OF INCOME. During the term of this Trust, all
income received by the Trust shall be accumulated and reinvested.

                                   ARTICLE VII
                              ACCOUNTING BY TRUSTEE

         7.1     ACCOUNTING BY TRUSTEE. The Trustee shall keep accurate and
detailed records of all investments, receipts, disbursements, and all other
transactions required to be made, including such specific records as shall be
agreed upon in writing between the Employer and the Trustee. Within ninety
(90) days following the close of each calendar quarter and within ninety (90)
days after the removal or resignation of the Trustee, the Trustee shall
deliver to the Employer a written account of its administration of the Trust
during such quarter or during the period from the close of the last preceding
quarter to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest
paid or receivable being shown separately), and showing all cash, securities
and other property held in the Trust at the end of such quarter or as of the
date of such removal or resignation, as the case may be. In the absence of
the filing in writing with the Trustee by the Employer of exceptions or
objections to any such account within sixty (60) days, the Employer shall be
deemed to have approved such account and, in such case, or upon the written
approval of the Employer of any such account, the Trustee shall be released,
relieved and discharged with respect to all matters and things set forth in
such account as though such account had been settled by the decree of a court
of competent jurisdiction. No person other than the Employer may require an
accounting or bring any action against the Trustee with respect to the Trust
or the Trustee's actions as Trustee.

                                  ARTICLE VIII
                          RESPONSIBILITY OF THE TRUSTEE

         8.1     PRUDENT PERSON. The Trustee shall act with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such matters would use in
the conduct of an enterprise of a like character and with like aims;
provided, however, that the Trustee shall incur no liability to any person
for any action taken pursuant to a direction, request or approval given by
the Employer which is contemplated by, and in conformity with, the terms of
the Plan or this Trust and is given in writing by the Employer. In the event
of a dispute between the Employer and a party, the Trustee may apply to a
court of competent jurisdiction to resolve the dispute.

         8.2     TRUSTEE INDEMNIFICATION. If the Trustee reasonably
undertakes or defends, in a reasonably prudent manner, any litigation arising
in connection with this Trust


                                       6
<PAGE>

(except an action by the Employer or any Plan participant or beneficiary for
the Trustee's breach of duty hereunder), the Employer agrees to indemnify the
Trustee against the Trustee's reasonable costs and expenses and any
liabilities (including, without limitation, reasonable attorneys' fees and
expenses) relating thereto and to be primarily liable for such payments. If
the Employer does not pay such costs, expenses and liabilities in a
reasonable and timely manner, the Trustee may obtain payment from the Trust.

         8.3     LEGAL COUNSEL. The Trustee may consult with legal counsel
with respect to any of its duties or obligations hereunder.

         8.4     HIRING AGENTS. The Trustee may hire agents, accountants,
actuaries, investment advisors, financial consultants or other professionals
to assist it in performing any of its duties or obligations hereunder.

         8.5     TRUSTEE POWERS. The Trustee shall have, without exclusion,
all powers conferred on trustees by applicable law, unless expressly provided
otherwise herein; provided, however, that if an insurance policy is held as
an asset of the Trust, the Trustee shall have no power to name a beneficiary
of the policy other than the Trust, to assign the policy (as distinct from
conversion of the policy to a different form) other than to a successor
trustee, or to loan to any person the proceeds of any borrowing against such
policy.

         8.6     LIMITATION ON POWERS. Notwithstanding any powers granted to
the Trustee pursuant to this Trust Agreement or to applicable law, the
Trustee shall not have any power that could give this Trust the objective of
carrying on a business and dividing the gains therefrom, within the meaning
of section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code.

                                   ARTICLE IX
                        FEES AND EXPENSES OF THE TRUSTEE

         9.1     TRUSTEE EXPENSES AND FEES. The Employer shall pay all
expenses of administering the Plan and the Trust and all Trustee's fees and
expenses with respect to which the Trustee is entitled to compensation or
reimbursement. If not so paid, the fees and expenses shall be paid from the
Trust.

                                    ARTICLE X
                     RESIGNATION AND REMOVAL OF THE TRUSTEE

         10.1    TRUSTEE RESIGNATION. The Trustee may resign at any time by
written notice to the Employer, which shall be effective thirty (30) days
after receipt of such notice unless the Employer and the Trustee agree
otherwise.

         10.2    TRUSTEE REMOVAL. The Trustee may be removed by the Employer,
on thirty (30) days notice or upon shorter notice accepted by the Trustee.


                                       7
<PAGE>

         10.3    TRANSFER OF ASSETS. Upon resignation or removal of the
Trustee and appointment of a successor trustee, all assets shall subsequently
be transferred to the successor Trustee. The transfer shall be completed
within sixty (60) days after receipt of the notice of resignation, removal or
transfer, unless the Employer extends the time limit.

         10.4    APPOINTMENT OF SUCCESSOR. If the Trustee resigns or is
removed, a successor shall be appointed, in accordance with the following
section, by the effective date of resignation or removal. If no such
appointment has been made, the Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. All expenses
of the Trustee in connection with the proceeding shall be allowed as
administrative expenses of the Trust.

                                    ARTICLE XI
                            APPOINTMENT OF SUCCESSOR

         11.1    APPOINTMENT OF SUCCESSOR. If the Trustee resigns or is
removed in accordance with Sections 10.1 or 10.2 hereof, the Employer may
appoint any third party, such as a bank trust department or other party that
may be granted corporate trustee powers under state law, as a successor to
replace the Trustee upon resignation or removal. The appointment shall be
effective when accepted in writing by the new trustee, who shall have all of
the rights and powers of the former trustee, including ownership rights in
the Trust assets. The former trustee shall execute any instrument necessary
or reasonably requested by the Employer or the successor trustee to evidence
the transfer.

                                   ARTICLE XII
                            AMENDMENT OR TERMINATION

         12.1    AMENDMENT. This Trust Agreement may be amended by a written
instrument executed by the Trustee and the Employer. Notwithstanding the
foregoing, no such amendment shall conflict with the terms of the Plan, shall
cause funds of the Trust to be diverted other than to purposes of payment of
Plan benefits (except in the case of Insolvency) or otherwise as provided
hereunder or shall make the Trust revocable after it has become irrevocable
in accordance herewith.

         12.2    TERMINATION. The Trust shall not terminate until the date on
which all Plan participants and beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plan. Upon termination of the Trust,
any assets remaining in the Trust shall be returned to the Employer.

                                  ARTICLE XIII
                                  MISCELLANEOUS

         13.1    VALIDITY OF PROVISIONS. Any provision of this Trust
Agreement prohibited by law shall be ineffective to the extent of any such
prohibition, without invalidating the remaining provisions hereof.


                                       8
<PAGE>

         13.2    NO ASSIGNMENT OF BENEFITS. Benefits payable to a Plan
participant and his or her beneficiaries under this Trust Agreement may not
be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.

         13.3    GOVERNING LAW. This Trust Agreement shall be governed by and
construed in accordance with the laws of California.

                                   ARTICLE XIV
                                 EFFECTIVE DATE

         14.1    EFFECTIVE DATE. The effective date of this Trust Agreement
is November 1, 1999.

         IN WITNESS WHEREOF, this Trust Agreement has been duly executed under
seal by the parties hereto, effective as of the 1st day of November, 1999.


ATTEST/WITNESS:                        AVANT! CORPORATION, SETTLOR

_____________________________          By:______________________________
(SEAL)

Print Name:__________________          Print Name:______________________

                                       Date:____________________________




ATTEST/WITNESS:                        __________________________, TRUSTEE

_____________________________          By:______________________________
(SEAL)

Print Name:__________________          Print Name:______________________

                                       Date:____________________________



                                       9
<PAGE>

                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

               SALARY, COMMISSION OR BONUS REDUCTION ELECTION FORM

PLEASE PRINT IN INK:

PARTICIPANT INFORMATION
<TABLE>
<S>                                    <C>
Name:                                  _____________________________________

Social Security Number:                _____________________________________

Address:                               _____________________________________

                                       _____________________________________

                                       _____________________________________

Telephone Number:                      _____________________________________
</TABLE>

ELECTION TO DEFER REGULAR SALARY

<TABLE>
<S>                                    <C>
Regular Salary Reduction Dollar
Amount or Percentage (Choose any
whole dollar amount or any whole
percentage from 0% to 100%; minimum
permitted deferral is the greater
of $1,000 or 1% of Compensation):      _____________________________________

Effective Date of Regular Salary
Reduction Election (On or after
the first day of the next payroll
period):                               _____________________________________

</TABLE>


<PAGE>

ELECTION TO DEFER COMMISSION

<TABLE>
<S>                                    <C>
Commission Payment Reduction Dollar
Amount or Percentage (Choose any whole
dollar amount or any whole percentage
from 0% to 100%; minimum permitted
deferral is the greater of $1,000 or
1% of Compensation):                   _____________________________________

Effective Date of Commission Payment
Reduction Election (On or after date of
execution of this Form but before date
commission is first due to be paid):   _____________________________________
</TABLE>

ELECTION TO DEFER BONUS

<TABLE>
<S>                                    <C>
Bonus Payment Reduction Dollar Amount
or Percentage (Choose any whole dollar
amount or any whole percentage from 0%
to 100%; minimum permitted deferral
is the greater of $1,000 or 1% of
Compensation):                         _____________________________________

Effective Date of Bonus Payment
Reduction Election (On or after date
of execution of this Form but before
date bonus is first due to be paid):   _____________________________________
</TABLE>

         I HEREBY ELECT TO REDUCE MY SALARY, COMMISSION AND/OR BONUS PAYMENT
BY THE PERCENTAGE(S) INDICATED ABOVE. I HEREBY REVOKE ANY PRIOR SALARY,
COMMISSION OR BONUS REDUCTION ELECTION MADE BY ME UNDER THE PLAN. I
UNDERSTAND THAT THIS SALARY, COMMISSION OR BONUS REDUCTION ELECTION IS
SUBJECT TO ALL OF THE APPLICABLE TERMS OF THE PLAN. I ACKNOWLEDGE THAT THE
REGULAR SALARY REDUCTION ELECTION MADE HEREIN, IF ANY, WILL CONTINUE
INDEFINITELY UNTIL SUBSEQUENTLY CHANGED BY ME, PURSUANT TO RULES CONTAINED IN
THE PLAN, ON ANOTHER SALARY, COMMISSION OR BONUS REDUCTION ELECTION FORM BUT
THAT ANY COMMISSION OR BONUS PAYMENT REDUCTION ELECTION WILL NOT CONTINUE
BEYOND THE PLAN YEAR FOR WHICH THIS FORM IS FIRST EFFECTIVE. I HEREBY
ACKNOWLEDGE (a) THAT MY PLAN BENEFITS ARE SUBJECT TO THE CLAIMS OF MY
EMPLOYER'S CREDITORS SHOULD MY EMPLOYER BECOME BANKRUPT OR INSOLVENT, AND (b)
THAT A COPY OF THE PLAN DOCUMENT AND RELATED TRUST AGREEMENT ARE AVAILABLE TO
ME UPON REQUEST.

_____________________________          ______________________________________
Date                                   Participant's Signature


                                       2
<PAGE>

                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                  DESIGNATION OF DEATH BENEFIT BENEFICIARY/IES

PLEASE PRINT IN INK:

PARTICIPANT INFORMATION
<TABLE>
<S>                                    <C>
Name:                                  _____________________________________

Social Security Number:                _____________________________________

Address:                               _____________________________________

Telephone Number:                      _____________________________________
</TABLE>


         I HEREBY REVOKE ANY PRIOR DESIGNATIONS OF DEATH BENEFIT
BENEFICIARY/IES UNDER THE AVANT! CORPORATION EXECUTIVE DEFERRED COMPENSATION
PLAN (THE "PLAN"), AND I HEREBY DESIGNATE THE FOLLOWING BENEFICIARY/IES TO
RECEIVE ANY BENEFIT PAYABLE ON ACCOUNT OF MY DEATH UNDER THE PLAN, SUBJECT TO
MY RIGHT TO CHANGE THIS DESIGNATION AND SUBJECT TO THE TERMS OF THE PLAN:


A.         PRIMARY BENEFICIARY/IES
<TABLE>
<CAPTION>
Name, Address,                  Relationship to                 % of Plan               Date of             Social Security
   Phone                          Participant                    Account                 Birth                Number
--------------                  ---------------                 ---------               -------             ---------------
<S>                             <C>                             <C>                     <C>                 <C>
</TABLE>




B.   CONTINGENT BENEFICIARY/IES (Will receive indicated portions of Plan benefit
     if no Primary Beneficiary/ies survive the participant)

<TABLE>
<CAPTION>
Name, Address,                  Relationship to                 % of Plan               Date of             Social Security
   Phone                          Participant                    Account                 Birth                Number
--------------                  ---------------                 ---------               --------            ---------------
<S>                             <C>                             <C>                     <C>                 <C>
</TABLE>




Date:________________________          _____________________________________
                                       Participant's Signature


<PAGE>

                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                         DEEMED INVESTMENT ELECTION FORM

PLEASE PRINT IN INK:

PARTICIPANT INFORMATION

<TABLE>
<S>                                    <C>
Name:                                  _____________________________________

Social Security Number:                _____________________________________

Address:                               _____________________________________

                                       _____________________________________

                                       _____________________________________

Telephone Number:                      _____________________________________
</TABLE>
===============================================================================

A.       ELECTION FOR FUTURE CONTRIBUTIONS:

         I HEREBY REVOKE ANY PRIOR ELECTIONS OF DEEMED INVESTMENT DESIGNATIONS
WITH RESPECT TO AMOUNTS CREDITED TO MY PLAN ACCOUNT IN THE FUTURE, AND I HEREBY
ELECT THE FOLLOWING DEEMED INVESTMENTS FOR AMOUNTS CREDITED TO MY PLAN ACCOUNT
IN THE FUTURE, THIS ELECTION TO BE EFFECTIVE AT THE EARLIEST DATE PERMISSIBLE
UNDER, AND SUBJECT TO ALL OF THE TERMS OF, THE PLAN.

<TABLE>
<CAPTION>
                  DEEMED INVESTMENT OPTIONS          PERCENTAGE OF FUTURE CONTRIBUTIONS
    <S>                                              <C>
    1.______________________________________         ____________________________________(0% to 100%)
                                                     ____________________________________(0% to 100%)
    2.______________________________________         ____________________________________(0% to 100%)
    3.______________________________________         ____________________________________(0% to 100%)
    4.______________________________________         ____________________________________(0% to 100%)
    5.______________________________________         ____________________________________(0% to 100%)
    6.______________________________________         ____________________________________(0% to 100%)
    7.______________________________________         ____________________________________(0% to 100%)
    8.______________________________________                          100%
                  Total
</TABLE>


<PAGE>

B.       TRANSFER OF EXISTING ASSETS:

         I HEREBY ELECT THE FOLLOWING DEEMED INVESTMENTS TRANSFER(S) FOR
AMOUNTS CURRENTLY CREDITED TO MY PLAN ACCOUNT (AND DEEMED EARNINGS THEREON),
THIS ELECTION TO BE EFFECTIVE AT THE EARLIEST DATE PERMISSIBLE UNDER, AND
SUBJECT TO ALL OF THE TERMS OF, THE PLAN:

<TABLE>
<CAPTION>
                                        Current                       Future
                                        -------                       ------
                                    Deemed Investment             Deemed Investment
                                    -----------------             -----------------
         <S>      <C>      <C>                              <C>
         Transfer %_______ Of___________________________    To________________________________
         Transfer %_______ Of___________________________    To________________________________
         Transfer %_______ Of___________________________    To________________________________
         Transfer %_______ Of___________________________    To________________________________
         Transfer %_______ Of___________________________    To________________________________
         Transfer %_______ Of___________________________    To________________________________
</TABLE>


================================================================================

I realize that Avant! Corporation shall not be liable for any losses resulting
from my selections indicated above. I realize that there may be a reasonable
administrative delay in processing any deemed investment directions or
transfers. I acknowledge that I have read this entire form, I understand it and
agree to its terms and I acknowledge that I have received and had a reasonable
opportunity to review current prospectus(es) for the fund(s) selected above.


_____________________________          _____________________________________
Date                                   Participant's Signature



================================================================================

By executing this form below, Avant! Corporation hereby directs the Trustee of
the Trust maintained under the Plan to invest the above-designated Participant's
account under the Plan in accordance with the above Deemed Investment election.

                                       AVANT! CORPORATION

_____________________________          By:__________________________________
Date                                   Print Name:__________________________
                                       Print Title:_________________________



                                       2
<PAGE>

                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                       FORM AND TIMING OF PAYMENT ELECTION

PLEASE PRINT IN INK:

PARTICIPANT INFORMATION

<TABLE>
<S>                                    <C>
Name:                                  _____________________________________

Social Security Number:                _____________________________________

Address:                               _____________________________________

                                       _____________________________________

                                       _____________________________________

Telephone Number:                      _____________________________________
</TABLE>

         I HEREBY REVOKE ANY PRIOR ELECTIONS OF THE FORM AND TIMING OF
PAYMENT OF MY PLAN BENEFIT, AND, UNTIL CHANGED BY ME, PURSUANT TO RULES
CONTAINED IN THE PLAN, ON A SUBSEQUENT ELECTION FORM, I HEREBY ELECT TO HAVE
MY PLAN BENEFIT PAID AS FOLLOWS, SUBJECT TO THE APPLICABLE TERMS OF THE PLAN.
I UNDERSTAND THAT I MAY, IF I WISH, DIVIDE MY PLAN BENEFIT INTO 25%
INCREMENTS, AND MAKE SEPARATE ELECTIONS FOR EACH PORTION. (I UNDERSTAND THAT
ANY DISTRIBUTION DATE ELECTED BELOW MAY NOT BE ACCELERATED, AND THAT NO
DISTRIBUTION ELECTION BELOW MAY BE CHANGED WITHIN SIX MONTHS OF THE DAY ON
WHICH THE DISTRIBUTION IS TO BE MADE OR COMMENCE.)

   I.  PORTION 1:     % OF PLAN BENEFIT.

       (CHECK ONE):

       ___ Lump Sum Distribution

       ___ Substantially Equal Annual Installments Over ___ Years (not to
           exceed 10)

       (CHECK ONE):

       I request that my Plan benefit be paid

       ___ In Cash

       ___ In Kind (Requires consent of Employer and Trustee)


<PAGE>

       (CHECK ONE):

       I request that my Plan benefit be paid (or commence to be paid)

       ___ At my termination of employment with the Employer

       ___ At the earlier of termination of employment with the Employer or
           January 1, ______. (The preceding date must be a date after at least
           3 full calendar years following the calendar year in which this Form
           is executed. Date may not be accelerated, but may be extended,
           pursuant to the terms of the Plan and subject to the limitations
           noted above.)

  II.  PORTION 2:     % OF PLAN BENEFIT. (Complete if applicable.)

       (CHECK ONE):

       ___ Lump Sum Distribution

       ___ Substantially Equal Annual Installments Over ___ Years (not to
           exceed 10)

       (CHECK ONE):

       I request that my Plan benefit be paid

       ___ In Cash

       ___ In Kind (Requires consent of Employer and Trustee)

       (CHECK ONE):

       I request that my Plan benefit be paid (or commence to be paid)

       ___ At my termination of employment with the Employer

       ___ At the earlier of termination of employment with the Employer or
           January 1, ______. (The preceding date must be a date after at least
           3 full calendar years following the calendar year in which this Form
           is executed. Date may not be accelerated, but may be extended,
           pursuant to the terms of the Plan and subject to the limitations
           noted above.)

  III. PORTION 3:     % OF PLAN BENEFIT. (Complete if applicable.)

       (CHECK ONE):

       ___ Lump Sum Distribution

       ___ Substantially Equal Annual Installments Over ___ Years (not to
           exceed 10)

       (CHECK ONE):

       I request that my Plan benefit be paid


                                       2
<PAGE>

       ___ In Cash

       ___ In Kind (Requires consent of Employer and Trustee)

       (CHECK ONE):

       I request that my Plan benefit be paid (or commence to be paid)

       ___ At my termination of employment with the Employer

       ___ At the earlier of termination of employment with the Employer or
           January 1, ______. (The preceding date must be a date after at least
           3 full calendar years following the calendar year in which this Form
           is executed. Date may not be accelerated, but may be extended,
           pursuant to the terms of the Plan and subject to the limitations
           noted above.)

  IV.  PORTION 4:     % OF PLAN BENEFIT. (Complete if applicable.)

       (CHECK ONE):

       ___ Lump Sum Distribution

       ___ Substantially Equal Annual Installments Over ____ Years (not to
           exceed 10)

       (CHECK ONE):

       I request that my Plan benefit be paid

       ___ In Cash

       ___ In Kind (Requires consent of Employer and Trustee)


                                       3
<PAGE>

       (CHECK ONE):

       I request that my Plan benefit be paid (or commence to be paid)

       ___ At my termination of employment with the Employer

       ___ At the earlier of termination of employment with the Employer or
           January 1, _____. (The preceding date must be a date after at least
           3 full calendar years following the calendar year in which this Form
           is executed. Date may not be accelerated, but may be extended,
           pursuant to the terms of the Plan and subject to the limitations
           noted above.)



Date: _______________________

    __________________________________________
           Participant's Signature



                                       4
<PAGE>

                               AVANT! CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                           HARDSHIP DISTRIBUTION FORM

PARTICIPANT INFORMATION

Participant Name:
         ____________________________________________________________________

Social Security Number:
             ________________________________________________________________

Current Mailing Address:   __________________________________________________

I hereby request a hardship distribution from my vested Plan account. I am
requesting the following amount (which includes ordinary income taxes which
are reasonably anticipated to result from the hardship withdrawal if
approved):

                                $____________________

I am requesting a hardship distribution based on the following (CHECK ONE):

__       Severe financial hardship to me resulting from a sudden and unexpected
         illness or accident affecting me or one of my "dependents" as defined
         in section 152(a) of the Internal Revenue Code

__       Severe financial hardship to me resulting from a loss of my property
         due to casualty

__       Severe  financial  hardship  to  me  resulting  from  other  similar
         extraordinary  and  unforeseeable circumstances arising as a result of
         events beyond my control.  Explain:

         ____________________________________________________________________
         ____________________________________________________________________

I have attached appropriate supporting documentation.

I understand that I may receive a distribution only of the amount which the
Employer or its designee decides is necessary to relieve my financial hardship
and which is not reasonably available from any other resources.

I also understand that a hardship distribution will be made only with the
consent of the Employer or its designee.

Date:    __________________________
         _______________________________________________
                   Participant's Signature

================================================================================

FOR EMPLOYER USE ONLY:
__       Approved
__       Denied

         ___________________________________________________________________
                  Signature of Employer (or designee)

        Date:     ___________________

<PAGE>

October ____, 1999



Secretary of Labor
Top Hat Plan Exemption
Pension and Welfare Benefits Administration
Room N-5644
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, D.C.   20210

         Re:      AVANT! CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN

Dear Secretary:

         Pursuant to Section 2520.104-23 of the Department of Labor's
Regulations, this letter will serve as notice that, with respect to the Avant!
Corporation Executive Deferred Compensation Plan (the "Plan"), the undersigned
intends to utilize the alternative form of compliance with the reporting and
disclosure requirements of Part 1 of Title I of the Employee Retirement Income
Security Act of 1974 ("ERISA") which alternative form of compliance is provided
in the aforesaid Regulations Section.

         Pursuant to Regulations Section 2520.104-23(b), the following
information is provided:

         1.     NAME AND ADDRESS OF EMPLOYER: Avant! Corporation, 46871 Bayside
         Parkway, Fremont, California 94538.

         2.     EMPLOYER'S EMPLOYER IDENTIFICATION NUMBER: __________________.

         3.     The Employer hereby declares that it maintains the Plan
primarily for the purpose of providing deferred compensation for a select
group of management or highly compensated employees and that the Plan is the
only top hat plan maintained by the Employer.

         4.     The number of employees originally eligible to participate in
the Plan will be approximately 63.

<PAGE>

         Pursuant to Regulations Section 2520.104-23(b)(2), the Employer will
provide Plan documents, if any, to the Secretary of Labor upon request as
required by Section 104(a)(1) of ERISA.

                               Very truly yours,

                               Avant! Corporation


                               By:_________________________________
                               Print Name:_________________________
                               Print Title:________________________
                               Date:_______________________________




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<PAGE>

                               AVANT! CORPORATION
                         BOARD OF DIRECTORS' RESOLUTIONS


         The undersigned, the Secretary of Avant! Corporation (the
"Corporation"), hereby certifies that the following Resolutions were adopted
by action of the Board of Directors of the Corporation on
__________________________, 1999.

         WHEREAS, the Corporation desires to adopt the Avant! Corporation
Executive Deferred Compensation Plan (the "Plan") for purposes of providing
deferred compensation benefits to certain of the Corporation's eligible
executive employees; and

         WHEREAS, the Corporation desires to establish a "rabbi trust" for
purposes of providing a source of funds from which the Corporation will
discharge its obligations under the Plan (the "Trust"); and

         WHEREAS, the assets of the Trust shall be subject to the bankruptcy
and insolvency creditors of the Corporation in the event the Corporation
becomes bankrupt or insolvent.

         THEREFORE, be it

         RESOLVED, that the Plan and Trust be and hereby are adopted in the
forms presented to this Board, the Plan and Trust to be effective as provided
therein, and the individuals designated by the Corporation's Chief Executive
Officer which appear on the attached Schedule hereby are declared to be members
of a select group of management or highly compensated employees of the
Corporation and are designated as Eligible Employees under the Plan; and be it
further

         RESOLVED, that the Corporation's Chief Executive Officer hereby is
authorized to amend from time to time, in accordance with the terms of the Plan,
the list of individuals designated on the Schedule attached hereto as Eligible
Employees, and any such amendment shall be effective without further action by
this Board; and be it further

         RESOLVED, that the proper officers of the Corporation hereby are
authorized and directed to execute the Plan and Trust and to take such further
actions and to execute such further documents as they may deem advisable or
desirable for the purposes of adopting and implementing the Plan and Trust, and
announcing the Plan and Trust to affected employees; and be it further

         RESOLVED, that the Plan and Trust hereby are subject to such
amendments as the proper officers of the Corporation deem advisable or
desirable for purposes of finalizing the Plan and Trust according to the
substantial terms and purposes reflected in the forms of the Plan and Trust
presented to this Board and as are consistent with the foregoing Resolutions,
and any such amendments shall be effective without further action by this
Board.



Date:________________________          _____________________________________
                                       Secretary


<PAGE>


                                    SCHEDULE
                               ELIGIBLE EMPLOYEES




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