ACTEL CORPORATION

                        1986 INCENTIVE STOCK OPTION PLAN

                Amended and Restated Effective February 18, 2000


1.  Purposes of the Plan.  The purposes of this Stock Option Plan are to attract
and  retain  the  best   available   personnel  for  positions  of   substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

          Options granted hereunder may be either "incentive stock options",  as
defined in Section 422 of the  Internal  Revenue  Code of 1986,  as amended,  or
"non-statutory  stock options",  at the discretion of the  Administrator  and as
reflected in the terms of the written option agreement.

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

(a)      "Administrator"  shall mean the Board or any of its Committees as shall
         be administering the Plan, in accordance with Section 4 of the Plan.

(b)      "Applicable  Laws"  shall mean the legal  requirements  relating to the
         administration  of stock option plans under  California  corporate  and
         securities laws and the Code.

(c)      "Board" shall mean the Board of Directors of the Company.

(d)      "Common Stock" shall mean the Common Stock of the Company.

(e)      "Company" shall mean Actel Corporation, a California corporation.

(f)      "Committee"  shall  mean  the  Committee  appointed  by  the  Board  of
         Directors in accordance with paragraph (a) of Section 4 of the Plan, if
         one is appointed.

(g)      "Consultant"  shall mean any person,  including an advisor,  engaged by
         the Company or a Parent or  Subsidiary  to render  services  and who is
         compensated  for such  services,  provided  that the term  "Consultant"
         shall not include  Directors who are paid only a director's  fee by the
         Company or who are not compensated by the Company for their services as
         Directors.

(h)      "Continuous  Status as an Employee or Consultant"  shall mean that the
         employment or consulting relationship is not interrupted or terminated
         by the  Company,  any Parent or  Subsidiary.  Continuous  Status as an
         Employee or Consultant shall not be considered interrupted in the case
         of: (i) any leave of absence  approved  by the Board,  including  sick
         leave, military leave, or any other personal leave; provided, however,
         that for purposes of Incentive  Stock Options,  any such leave may not
         exceed ninety (90) days,  unless  reemployment  upon the expiration of
         such  leave is  guaranteed  by  contract  (including  certain  Company
         policies)  or statute;  or (ii)  transfers  between  locations  of the
         Company or between the Company,  its Parent,  its  Subsidiaries or its
         successor.

(i)      "Employee"  shall mean any person,  including  officers and  directors,
         employed by the Company or any Parent or Subsidiary of the Company. The
         payment of a director's  fee by the Company  shall not be sufficient to
         constitute "employment" by the Company.

(j)      "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
         amended.

(k)      "Incentive Stock Option" shall mean an Option intended to qualify as an
         incentive  stock  option  within  the  meaning  of  Section  422 of the
         Internal Revenue Code of 1986, as amended.

(l)      "Officer"  shall mean a person who is an officer of the Company  within
         the  meaning  of  Section  16 of the  Exchange  Act and the  rules  and
         regulations promulgated thereunder.

(m)      "Option" shall mean a stock option granted pursuant to the Plan.

(n)      "Optioned Stock" shall mean the Common Stock subject to an Option.

(o)      "Optionee" shall mean an Employee or Consultant who receives an Option.

(p)      "Parent"  shall mean a "parent  corporation",  whether now or hereafter
         existing,  as defined in Section 424(e) of the Internal Revenue Code of
         1986, as amended.

(q)      "Plan" shall mean this 1986 Incentive Stock Option Plan, as amended.

(r)      "Rule 16b-3" shall mean Rule 16b-3 of the Exchange Act or any successor
         to Rule 16b-3,  as in effect when  discretion is being  exercised  with
         respect to the Plan.

(s)      "Share"  shall  mean a share  of the  Common  Stock,  as  adjusted  in
         accordance with Section 12 of the Plan.

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

3. Stock  Subject to the Plan.  Subject to the  provisions  of Section 12 of the
Plan,  the maximum  aggregate  number of shares  which may be optioned  and sold
under the Plan is 5,502,897  shares of Common Stock,  increased  annually on the
first day of each of the Company's fiscal years during the term of the Plan (and
subsequent to the May 2, 1996,  amendment to and  restatement of the Plan) in an
amount equal to 5% of the Company's  common stock issued and  outstanding at the
close of business on the last day of the immediately  preceding fiscal year (the
"Annual  Replenishment"),  with only the 5,502,897 shares and subsequent  annual
increases  in an amount  equal to the lesser of (i) 885,781  shares and (ii) the
number of  shares  subject  to the  Annual  Replenishment  to be  available  for
issuance  as  "incentive  stock  options"  qualified  under  Section  422 of the
Internal  Revenue  Code.  All of the  shares  issuable  under  the  Plan  may be
authorized, but unissued, or reacquired Common Stock.

          If an Option  should  expire or become  unexercisable  for any  reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated,  become available for
future grant under the Plan.

4. Administration of the Plan.

(a)       Procedure.

(i)       Multiple  Administrative  Bodies. If permitted by Rule 16b-3, the Plan
          may be  administered  by different  bodies with respect to  Directors,
          Officers  who  are  not  Directors,  and  Employees  who  are  neither
          Directors nor Officers.

(ii)      Administration  With  Respect to  Directors  and  Officers  Subject to
          Section 16(b). With respect to Option grants made to Employees who are
          also  Officers or Directors  subject to Section  16(b) of the Exchange
          Act, the Plan shall be administered by (A) the Board, if the Board may
          administer  the Plan in  compliance  with the rules  governing  a plan
          intended to qualify as a discretionary plan under Rule 16b-3, or (B) a
          committee  designated  by the  Board to  administer  the  Plan,  which
          committee  shall be constituted  to comply with the rules  governing a
          plan  intended  to qualify as a  discretionary  plan under Rule 16b-3.
          Once  appointed,  such  Committee  shall  continue  to  serve  in  its
          designated  capacity until otherwise  directed by the Board. From time
          to time the Board may increase the size of the  Committee  and appoint
          additional  members,  remove  members  (with  or  without  cause)  and
          substitute new members,  fill vacancies  (however caused),  and remove
          all members of the Committee and  thereafter  directly  administer the
          Plan,  all to the  extent  permitted  by the  rules  governing  a plan
          intended to qualify as a discretionary plan under Rule 16b-3.

(iii)     Administration  With Respect to Other Persons.  With respect to Option
          grants made to Employees or Consultants who are neither  Directors nor
          Officers of the  Company,  the Plan shall be  administered  by (A) the
          Board or (B) a  committee  designated  by the Board,  which  committee
          shall be constituted to satisfy Applicable Laws. Once appointed,  such
          Committee  shall  serve in its  designated  capacity  until  otherwise
          directed  by the  Board.  The  Board  may  increase  the  size  of the
          Committee  and appoint  additional  members,  remove  members (with or
          without  cause) and substitute  new members,  fill vacancies  (however
          caused),  and  remove  all  members of the  Committee  and  thereafter
          directly   administer  the  Plan,  all  to  the  extent  permitted  by
          Applicable Laws.

(b)       Powers of the  Administrator.  Subject to the  provisions of the Plan,
          and in the  case  of a  Committee,  subject  to  the  specific  duties
          delegated by the Board to such Committee, the Administrator shall have
          the authority, in its discretion:

(i)       to determine the Fair Market Value of the Common Stock,  in accordance
          with Section 9(b) of the Plan;

(ii)      to select the Consultants and Employees to whom Options may be granted
          hereunder;

(iii)     to determine whether and to what extent Options are granted hereunder;

(iv)      to  determine  the  number of shares of Common  Stock to be covered by
          each Option granted hereunder;

(v)       to approve forms of agreement for use under the Plan;

(vi)      to determine the terms and conditions, not inconsistent with the terms
          of the Plan, of any award granted hereunder. Such terms and conditions
          include, but are not limited to, the exercise price, the time or times
          when  Options  may be  exercised  (which  may be based on  performance
          criteria),   any  vesting   acceleration   or  waiver  of   forfeiture
          restrictions,  and any restriction or limitation  regarding any Option
          or the shares of Common Stock relating thereto,  based in each case on
          such  factors  as the  Administrator,  in its sole  discretion,  shall
          determine;

(vii)     to construe  and  interpret  the terms of the Plan and awards  granted
          pursuant to the Plan;

(viii)    to prescribe,  amend and rescind rules and regulations relating to the
          Plan;

(ix)      to modify or amend each Option (subject to Section 14(c) of the Plan);

(x)       to  authorize  any  person to  execute  on behalf of the  Company  any
          instrument  required  to  effect  the  grant of an  Option  previously
          granted by the Administrator;

(xi)      to determine the terms and restrictions applicable to Options; and

(xii)     to make all other  determinations  deemed  necessary or advisable  for
          administering the Plan.

(c)       Effect of Administrator's Decision. All decisions,  determinations and
          interpretations of the Administrator shall be final and binding on all
          Optionees and any other holders of any Options granted under the Plan.

5.  Eligibility.  Options  may be granted  only to  Employees  and  Consultants.
Incentive  Stock  Options  may be granted  only to  Employees.  An  Employee  or
Consultant  who has  been  granted  an  Option  may,  if he or she is  otherwise
eligible, be granted an additional Option or Options.

6.  Limitations.

(a)       Each Option  shall be  designated  in the Notice of Grant as either an
          Incentive  Stock  Option  or a  Nonstatutory  Stock  Option.  However,
          notwithstanding  such  designations,  to the extent that the aggregate
          Fair Market Value of Shares subject to an Optionee's  incentive  stock
          options granted by the Company, any Parent or Subsidiary,  that become
          exercisable  for the first time  during any  calendar  year (under all
          plans of the Company or any Parent or  Subsidiary)  exceeds  $100,000,
          such excess  Options shall be treated as  Nonstatutory  Stock Options.
          For purposes of this Section  6(a),  incentive  stock options shall be
          taken into  account in the order in which they were  granted,  and the
          Fair Market Value of the Shares shall be  determined as of the time of
          grant.

(b)       The Plan shall not confer upon any  Optionee any right with respect to
          continuation  of  employment  or  consulting   relationship  with  the
          Company,  nor shall it  interfere  in any way with his or her right or
          the Company's  right to terminate his or her  employment or consulting
          relationship at any time.

(c)       The  following  limitations  shall  apply  to  grants  of  Options  to
          Employees:

(i)       No  Employee  shall be  granted,  in any fiscal  year of the  Company,
          Options to purchase more than five hundred thousand Shares.

(ii)      The  foregoing   limitation  shall  be  adjusted   proportionately  in
          connection  with  any  change  in  the  Company's   capitalization  as
          described in Section 12(a).

(iii)     If an Option is canceled  (other than in connection with a transaction
          described in Section 12), the canceled  Option will be counted against
          the limit set  forth in  Section  6(c)(i).  For this  purpose,  if the
          exercise  price of an  Option  is  reduced,  the  transaction  will be
          treated as a cancellation of the Option and the grant of a new Option.
          7. Term of Plan.  The Plan shall continue in effect until February 18,
          2010.

8. Term of  Option.  The term of each  Option  shall be stated in the  Notice of
Grant;  provided,  however,  that in the case of an Incentive Stock Option,  the
term shall be ten (10) years from the date of grant or such  shorter term as may
be provided in the Notice of Grant.  Moreover, in the case of an Incentive Stock
Option  granted to an Optionee  who, at the time the  Incentive  Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary,  the term of
the  Incentive  Stock  Option  shall be five (5) years from the date of grant or
such shorter term as may be provided in the Notice of Grant.

9.   Exercise Price and Consideration.

(a)       The per Share exercise  price for the Shares to be issued  pursuant to
          exercise  of an Option  shall be such  price as is  determined  by the
          Administrator, but shall be subject to the following:

(i)       In the case of an Incentive Stock Option

(A)       granted to an Employee who, at the time the Incentive  Stock Option is
          granted,  owns stock  representing  more than ten percent (10%) of the
          voting  power of all  classes of stock of the Company or any Parent or
          Subsidiary, the per Share exercise price shall be no less than 110% of
          the Fair Market Value per Share on the date of grant.

(B)       granted to any Employee, the per Share exercise price shall be no less
          than 100% of the Fair Market Value per Share on the date of grant.

(ii)      In the case of a  Nonstatutory  Stock Option,  the per Share  exercise
          price shall be no less than 100% of the Fair Market Value per Share on
          the date of grant,  unless  expressly  granted  in lieu of salary or a
          cash  bonus,  in which case the per Share  exercise  price shall be no
          less than 85% of the Fair Market Value per Share on the date of grant;
          provided, however, that the Administrator may grant in any fiscal year
          Nonstatutory Stock Options at per Share exercise prices less than that
          provided  herein  covering,  in the aggregate,  shares of Common Stock
          equal to or less  than 0.5% of the  number  of shares of Common  Stock
          issued and outstanding at the beginning of such fiscal year.

(b)       The fair market value shall be determined by the  Administrator in its
          discretion; provided, however, that where there is a public market for
          the Common Stock, the fair market value per Share shall be the mean of
          the bid and asked prices, or closing price in the event quotations for
          the Common Stock are reported on the National  Market  System,  of the
          Common  Stock on the date of grant,  as  reported  in the Wall  Street
          Journal (or, if not so reported, as otherwise reported by the National
          Association of Securities Dealers Automated Quotation (NASDAQ) System)
          or, in the event the Common Stock is listed on a stock  exchange,  the
          fair  market  value  per  Share  shall  be the  closing  price on such
          exchange on the date of grant of the  Option,  as reported in the Wall
          Street Journal.

(c)       The consideration to be paid for the Shares to be issued upon exercise
          of an Option,  including the method of payment, shall be determined by
          the Administrator and may consist entirely of cash; check;  promissory
          note;  other  Shares  which  (A) in the case of Shares  acquired  upon
          exercise of an option,  have been owned by the  Optionee for more than
          six months on the date of surrender,  and (B) have a Fair Market Value
          on the date of surrender equal to the aggregate  exercise price of the
          Shares as to which said Option shall be exercised; for options granted
          subsequent to the effective  date of the 1993  amendments to the Plan,
          delivery of a properly  executed  exercise  notice  together with such
          other  documentation  as the Committee and the broker,  if applicable,
          shall  require to effect an exercise of the option and delivery to the
          Company of the sale or loan proceeds  required;  or any combination of
          such  methods of payment,  or such other  consideration  and method of
          payment  for the  issuance  of Shares to the  extent  permitted  under
          Applicable Law.

10. Exercise of Option.

(a)       Procedure for Exercise;  Rights as a  Shareholder.  Any Option granted
          hereunder shall be exercisable at such times and under such conditions
          as determined by the  Administrator,  including  performance  criteria
          with  respect  to the  Company  and/or the  Optionee,  and as shall be
          permissible under the terms of the Plan;  provided,  however,  that an
          Incentive  Stock Option  granted prior to January 1, 1987 shall not be
          exercisable  while there is  outstanding  any  incentive  stock option
          which was granted, before the granting of such Incentive Stock Option,
          to the same Optionee to purchase  stock of the Company,  any Parent or
          Subsidiary,  or any predecessor corporation of such corporations.  For
          purposes of this provision, an incentive stock option shall be treated
          as  outstanding  until such option is  exercised in full or expires by
          reason of lapse of time.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised  when written notice of such
          exercise has been given to the Company in accordance with the terms of
          the  Option by the person  entitled  to  exercise  the Option and full
          payment for the Shares with  respect to which the Option is  exercised
          has been  received by the Company.  Full payment may, as authorized by
          the Administrator,  consist of any consideration and method of payment
          allowable  under  Section  9(c) of the Plan.  Until the  issuance  (as
          evidenced by the appropriate entry on the books of the Company or of a
          duly   authorized   transfer  agent  of  the  Company)  of  the  stock
          certificate  evidencing  such  Shares,  no  right  to vote or  receive
          dividends  or any  other  rights as a  shareholder  shall  exist  with
          respect to the  Optioned  Stock,  notwithstanding  the exercise of the
          Option.  No adjustment  will be made for a dividend or other right for
          which the record  date is prior to the date the stock  certificate  is
          issued, except as provided in Section 12 of the Plan.

          Exercise of an Option in any manner  shall result in a decrease in the
          number of Shares which thereafter may be available,  both for purposes
          of the Plan and for sale under the Option,  by the number of Shares as
          to which the Option is exercised.

(b)       Termination of Status as an Employee or Consultant.  If an Employee or
          Consultant  ceases to serve as an  Employee or  Consultant,  he or she
          may,  but  only  within  30 days  (or such  other  period  of time not
          exceeding  three months as is determined by the  Administrator  at the
          time of grant of the Option)  after the date he or she ceases to be an
          Employee or Consultant  (as the case may be) of the Company,  exercise
          his or her  Option  to the  extent  that  he or she  was  entitled  to
          exercise it at the date of such termination.  To the extent that he or
          she was not  entitled  to  exercise  the  Option  at the  date of such
          termination,  or if he or she does not exercise  such Option (which he
          or she was entitled to exercise) within the time specified herein, the
          Option shall terminate.

(c)       Disability  of Optionee.  Notwithstanding  the  provisions  of Section
          10(b)  above,  in the event an  Employee  or  Consultant  is unable to
          continue his or her  employment  or consulting  relationship  with the
          Company as a result of his or her total and permanent  disability  (as
          defined in Section  22(e)(3) of the Internal  Revenue Code), he or she
          may,  but only within six (6) months (or such other period of time not
          exceeding 12 months as is determined by the  Administrator at the time
          of grant of the Option) from the date of termination,  exercise his or
          her Option to the extent he or she was  entitled to exercise it at the
          date  of  such   termination   (or  to  such  greater  extent  as  the
          Administrator  may  provide).  To the  extent  that  he or she was not
          entitled to exercise the Option at the date of  termination,  or if he
          or she does not exercise  such Option (which he or she was entitled to
          exercise)  within  the  time  specified   herein,   the  Option  shall
          terminate.

(d)      Death of Optionee. In the event of the death of an Optionee, the entire
         Option may be exercised at any time within twelve (12) months following
         the date of death  (but in no event  later than the  expiration  of the
         term of such  Option  as set  forth  in the  Notice  of  Grant)  by the
         Optionee's estate or by a person who acquired the right to exercise the
         Option by bequest or  inheritance.  If,  after  death,  the  Optionee's
         estate or a person who  acquired  the right to  exercise  the Option by
         bequest or  inheritance  does not exercise  the Option  within the time
         specified herein, the Option shall terminate, and the Shares covered by
         such Option shall revert to the Plan.

11.  Non-Transferability  of  Options.  The  Option  may not be  sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

12.  Adjustments  Upon Changes in  Capitalization,  Dissolution,  Merger or
          Asset Sale.

(a)       Changes  in  Capitalization.  Subject  to any  required  action by the
          shareholders  of the  Company,  the  number of shares of Common  Stock
          covered by each outstanding Option, and the number of shares of Common
          Stock which have been authorized for issuance under the Plan but as to
          which no Options have yet been granted or which have been  returned to
          the Plan upon  cancellation or expiration of an Option, as well as the
          price per  share of  Common  Stock  covered  by each such  outstanding
          Option, shall be proportionately adjusted for any increase or decrease
          in the number of issued shares of Common Stock  resulting from a stock
          split,   reverse  stock  split,   stock   dividend,   combination   or
          reclassification  of the  Common  Stock,  or  any  other  increase  or
          decrease  in the  number of issued  shares  of Common  Stock  effected
          without receipt of  consideration by the Company;  provided,  however,
          that conversion of any convertible securities of the Company shall not
          be deemed to have been "effected  without  receipt of  consideration."
          Such adjustment  shall be made by the Board,  whose  determination  in
          that  respect  shall be  final,  binding  and  conclusive.  Except  as
          expressly  provided  herein,  no  issuance by the Company of shares of
          stock of any class, or securities  convertible into shares of stock of
          any class,  shall affect, and no adjustment by reason thereof shall be
          made with  respect  to, the number or price of shares of Common  Stock
          subject to an Option.

(b)       Dissolution or Liquidation.  In the event of the proposed  dissolution
          or  liquidation  of the Company,  to the extent that an Option has not
          been previously exercised,  it will terminate immediately prior to the
          consummation of such proposed  action.  The Board may, in the exercise
          of its sole  discretion  in such  instances,  declare  that any Option
          shall terminate as of a date fixed by the Board and give each Optionee
          the right to  exercise  his or her Option as to all or any part of the
          Optioned  Stock,  including  Shares as to which the  Option  would not
          otherwise be exercisable.

(c)       Merger or Asset Sale.  In the event of a merger of the Company with or
          into  another  corporation,  or the sale of  substantially  all of the
          assets of the Company,  each outstanding Option shall be assumed or an
          equivalent option shall be substituted by the successor corporation or
          a Parent or Subsidiary of the successor corporation. In the event that
          such  successor  corporation  refuses  to  assume  such  Option  or to
          substitute  an  equivalent  option,  such  Options  shall become fully
          vested and exercisable as to all of the Optioned Stock,  including the
          Shares  as to which the  Options  would not  otherwise  be vested  and
          exercisable. If Options become fully vested and exercisable in lieu of
          assumption or substitution in the event of a merger or sale of assets,
          the  Administrator  shall notify the Optionee that the Option shall be
          fully  exercisable  for a period of thirty  (30) days from the date of
          such notice, and the Option will terminate upon the expiration of such
          period.

13.   Time of Granting Options.  The date of grant of an Option  shall,  for all
purposes,  be the  date on  which  the  Administrator  makes  the  determination
granting  such  Option.  Notice  of the  determination  shall  be  given to each
Employee or Consultant to whom an Option is so granted within a reasonable  time
after the date of such grant.

14.  Amendment and Termination of the Plan.

(a)       Amendment  and  Termination.  The Board may at any time amend,  alter,
          suspend or terminate the Plan.

(b)       Shareholder Approval. The Company shall obtain shareholder approval of
          any Plan  amendment to the extent  necessary  and  desirable to comply
          with Rule 16b-3 or with Section 422 of the Code (or any successor rule
          or statute or other applicable law, rule or regulation,  including the
          requirements  of any exchange or quotation  system on which the Common
          Stock is listed or quoted).  Such shareholder  approval,  if required,
          shall be obtained in such a manner and to such a degree as is required
          by the applicable law, rule or regulation.

(c)       Effect  of  Amendment  or  Termination.   No  amendment,   alteration,
          suspension or  termination  of the Plan shall impair the rights of any
          Optionee,  unless mutually agreed  otherwise  between the Optionee and
          the  Administrator,  which  agreement must be in writing and signed by
          the Optionee and the Company.

15.  Conditions Upon Issuance of Shares.  Shares shall not be issued pursuant to
the  exercise of an Option  unless the  exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions  of law,  including,  without  limitation,  the  Securities  Act, the
Exchange Act, the rules and regulations promulgated thereunder, state securities
laws, and the  requirements of any stock exchange upon which the Shares may then
be listed,  and shall be  further  subject to the  approval  of counsel  for the
Company with respect to such compliance.

          As a condition to the  exercise of an Option,  the Company may require
the person  exercising such Option to render to the Company a written  statement
containing such representations and warranties as, in the opinion of counsel for
the Company, may be required to ensure compliance with any of the aforementioned
relevant provisions of law, including a representation that the Shares are being
purchased  only for  investment  and without any  present  intention  to sell or
distribute  such Shares,  if, in the opinion of counsel for the Company,  such a
representation is required.

16.  Reservation of Shares.  The Company,  during the term of this Plan, will at
all  times  reserve  and  keep  available  such  number  of  Shares  as shall be
sufficient to satisfy the requirements of the Plan.

          Inability of the Company to obtain  authority from any regulatory body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

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

18. Shareholder  Approval.  Continuance of the Plan shall be subject to approval
by the shareholders of the Company within 12 months before or after the date the
Plan is adopted.