ACTEL CORPORATION

                              AMENDED AND RESTATED

                             EMPLOYEE RETENTION PLAN

                                  JULY 21, 2000



Introduction

       It is expected that Actel Corporation from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board  of  Directors  of  the  Company  (the  "Board")   recognizes   that  such
consideration  can be a distraction to employees and can cause such employees to
consider alternative employment opportunities.  The Board has determined that it
is in the best interests of the Company and its  shareholders to assure that the
Company will have the continued  dedication and objectivity of these  employees,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

       The Board  believes  that it is in the best  interests of the Company and
its  shareholders to provide these employees with an incentive to continue their
employment and to motivate these  employees to maximize the value of the Company
upon a Change of Control for the benefit of its shareholders.

       The Board believes that it is imperative to provide these  employees with
certain benefits upon continued employment following a Change of Control,  which
provides these employees with enhanced financial security and provides efficient
incentive  and  encouragement  to these  employees  to remain  with the  Company
notwithstanding the possibility or occurrence of a Change of Control.

       Accordingly, the following plan has been developed and adopted.

ARTICLE I.

                              ESTABLISHMENT OF PLAN

1.     Establishment of Plan.
       As of the Effective  Date,  the Company  hereby  establishes  an employee
retention plan to be known as the "Employee Retention Plan" (the "Plan"), as set
forth  in  this  document.  The  purposes  of the  Plan  are  set  forth  in the
Introduction.

2.     Contractual Right to Benefits.
       This Plan establishes and vests in each  Participant a contractual  right
to the  benefits to which he or she is entitled  hereunder,  enforceable  by the
Participant against the Company.

ARTICLE II.

                          DEFINITIONS AND CONSTRUCTION

1.     Definitions.
       Whenever used in the Plan,  the  following  terms shall have the meanings
set forth below and,  when the meaning is  intended,  the initial  letter of the
term is capitalized.

(a)    Cause. "Cause" shall mean (i) any act of personal dishonesty taken by the
       Participant in connection  with his  responsibilities  as an employee and
       intended to result in substantial personal enrichment of the Participant,
       (ii) the conviction of a felony,  (iii) a willful act by the  Participant
       which constitutes gross misconduct and which is injurious to the Company,
       and (iv)  continued  substantial  violations  by the  Participant  of the
       Participant's  employment  duties  which  are  demonstrably  willful  and
       deliberate on the  Participant's  part after there has been  delivered to
       the Participant a written demand for  performance  from the Company which
       specifically  sets forth the factual basis for the Company's  belief that
       the Participant has not substantially performed his duties.

(b)    Change of Control.  "Change of Control"  shall mean the occurrence of any
       of the following events:


       (i)    Any "person" (as such term is used in Sections  13(d) and 14(d) of
              the Securities Exchange Act of 1934, as amended) is or becomes the
              "beneficial  owner" (as  defined  in Rule  13d-3  under said Act),
              directly or indirectly,  of securities of the Company representing
              30% or more of the total voting power represented by the Company's
              then outstanding voting securities; or

       (ii)   A change  in the  composition  of the  Board of  Directors  of the
              Company  occurring within a two-year period,  as a result of which
              fewer than a majority of the directors  are  Incumbent  Directors.
              "Incumbent  Directors"  shall  mean  directors  who either (A) are
              directors  of  the  Company  as of the  date  hereof,  or (B)  are
              elected,  or nominated for election,  to the Board of Directors of
              the Company with the  affirmative  votes of at least a majority of
              the Incumbent Directors at the time of such election or nomination
              (but shall not include an individual  whose election or nomination
              is in  connection  with an  actual  or  threatened  proxy  contest
              relating to the election of directors to the Company); or

       (iii)  The date of the  consummation of a merger or  consolidation of the
              Company with any other  corporation  that has been approved by the
              shareholders of the Company,  other than a merger or consolidation
              which  would  result  in the  voting  securities  of  the  Company
              outstanding  immediately  prior  thereto  continuing  to represent
              (either by remaining outstanding or by being converted into voting
              securities of the  surviving  entity) at least fifty percent (50%)
              of the total voting power  represented by the voting securities of
              the Company or such surviving entity outstanding immediately after
              such merger or  consolidation,  or the shareholders of the Company
              approve  a plan  of  complete  liquidation  of the  Company  or an
              agreement  for the sale or  disposition  by the  Company of all or
              substantially all the Company's assets.

(c)    Change of Control Price. "Change of Control Price" shall mean the closing
       sales price of Company  common  stock on the NASDAQ  Stock  Market on the
       last trading day prior to the day upon which a change of control occurs.

(d)    Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.


(e)    Company.   "Company"   shall  mean  Actel   Corporation,   a   California
       corporation, and any successor entities as provided in Article VI hereof.

(f)    Disability.  "Disability" shall mean that the Participant has been unable
       to perform his duties as an Employee as the result of his  incapacity due
       to  physical or mental  illness,  and such  inability,  at least 26 weeks
       after its  commencement,  is  determined  to be total and  permanent by a
       physician  selected by the Company or its insurers and  acceptable to the
       Participant or the Participant's legal  representative (such agreement as
       to acceptability not to be unreasonably withheld).  Termination resulting
       from  Disability  may only be  effected  after at least 30 days'  written
       notice by the Company of its  intention  to terminate  the  Participant's
       employment.  In the event that the Participant resumes the performance of
       substantially  all of his duties  hereunder before the termination of his
       employment  becomes  effective,  the notice of intent to terminate  shall
       automatically be deemed to have been revoked.

(g)    Effective Date. "Effective Date" shall mean October 6, 1995.

(h)    Employee.  "Employee"  shall mean a  Participant,  with  reference to the
       period of his or her employment with the Company.

(i)    ERISA.  "ERISA" shall mean the Employee Retirement Income Security Act of
       1974, as amended.

(j)    Option.  "Option  shall mean an  outstanding  stock  option under a Stock
       Option Plan.

(k)    Participant.  "Participant"  shall  mean  an  individual  who  meets  the
       eligibility requirements of Article III.

(l)    Plan. "Plan" shall mean this Actel Corporation Employee Retention Plan.

(m)    Retention  Payment.   "Retention  Payment"  shall  mean  the  payment  of
       retention compensation as provided in Article IV hereof.

(n)    Spread.   "Spread"  shall  mean,  for  each  Option,  the  dollar  amount
       determined by  subtracting  the exercise price from the Change of Control
       Price  and  multiplying  the  resultant  number  by the  number of shares
       subject to such Option.

(o)    Stock Option Plan.  "Stock  Option  Plan" shall mean the  Company's  1986
       Incentive Stock Option Plan or 1995 Employee and Consultant Stock Plan.

(p)    Termination  Date.  "Termination  Date" shall mean (i) if a Participant's
       employment is terminated by the Company for Disability,  thirty (30) days
       after notice of  termination is given to the  Participant  (provided that
       the  Participant  shall  not  have  returned  to the  performance  of the
       Participant's  duties on a  full-time  basis  during such thirty (30) day
       period),  (ii)  if the  Participant's  employment  is  terminated  by the
       Company for any other reason,  the date on which a notice of  termination
       is given,  or (iii) if the  employment is terminated by the  Participant,
       the date on which the  Participant  delivers the notice of termination to
       the Company.



ARTICLE III.

                                   ELIGIBILITY

       Each  employee  of the  Company  who,  as of the  date of any  Change  of
Control,  holds unvested stock options (the vesting of which does not accelerate
as a result of such  Change of  Control)  under a Stock  Option  Plan shall be a
Participant  in the Plan.  A  Participant  entitled  to payment  of a  Retention
Payment  shall  remain a  Participant  in the Plan until the full  amount of the
Retention Payment has been paid to the Participant.

ARTICLE IV.

                               RETENTION PAYMENTS

1.     Right to Retention Payments.
       Payments  hereunder shall be made in cash, common stock of the Company or
its  acquirer,  or a  combination  thereof,  unless such payment would subject a
participant to liability under Section 16 of the Exchange Act, in which case the
payment shall be made in cash.

       (a)    Termination  Following  A Change of  Control.  If a  Participant's
              employment  terminates  at any time within six (6) months  after a
              Change of Control,  then,  subject to subsection IV.2. hereof, the
              Participant shall be entitled to receive payments as follows:

              (i)    Involuntary Termination. If the Participant's employment is
                     terminated  as a result of  involuntary  termination  other
                     than for Cause,  then the Participant  shall be entitled to
                     receive retention pay which has a fair market value, on the
                     date of  payment,  equal  one-third  of the  Spread of such
                     Participant's  Stock  Options  which are unvested as of the
                     date of a  Change  of  Control.  Any  payments  to  which a
                     Participant  is  entitled   pursuant  to  this   subsection
                     IV.1.(a)(i)  shall be paid by the  Company  within ten (10)
                     business days after the Termination Date.

              (ii)   Voluntary  Resignation;   Termination  For  Cause.  If  the
                     Participant's   employment  terminates  by  reason  of  the
                     Participant's voluntary resignation,  or if the Participant
                     is terminated for Cause,  then the Participant shall not be
                     entitled to receive benefits under this Plan.

              (iii)  Disability;   Death.   If  the   Company   terminates   the
                     Participant's  employment as a result of the  Participant's
                     Disability,  or such Participant's employment is terminated
                     due to the death of the  Participant,  then the Participant
                     shall  not  be  entitled  to  receive  severance  or  other
                     benefits   except  for  those  (if  any)  as  may  then  be
                     established under the Company's then existing severance and
                     benefits  plans and  policies  or  pursuant  to  individual
                     agreements  with the Company at the time of such Disability
                     or death.

              (b)    Termination  Apart from Change of  Control.  In the event a
                     Participant's  employment  is  terminated  for any  reason,
                     either  prior to the  occurrence  of a Change of Control or
                     after  the six  (6)-month  period  following  a  Change  of
                     Control,  then the  Employee  shall be  entitled to receive
                     severance  and  any  other  benefits  only  as may  then be
                     established  under the  Company's  existing  severance  and
                     benefit  plans  and  policies  or  pursuant  to  individual
                     agreements with the Company other than this Plan.

2.     Limitation on Severance Payment.
       In the event that the Severance  Payment under this Plan, when aggregated
with any  other  payments  or  benefits  received  by a  Participant,  would (i)
constitute  "parachute  payments" within the meaning of Section 280G of the Code
and (ii) but for this  Section,  would be subject  to the excise tax  imposed by
Section  4999 of the  Code,  then  the  Participant's  Severance  Payment  under
subsection  IV.1. shall be reduced to such lesser amount that would result in no
portion of such  severance  benefits  being  subject to excise tax under Section
4999 of the Code.  Unless the Company  and the  Participant  otherwise  agree in
writing, any determination required under this subsection IV.2. shall be made in
writing by the Company's  independent  public  accountants  immediately prior to
Change of Control (the  "Accountants"),  whose determination shall be conclusive
and binding upon the Participant and the Company for all purposes.  For purposes
of making the  calculations  required by this subsection  IV.2., the Accountants
may make reasonable  assumptions and approximations  concerning applicable taxes
and  may  rely  on  reasonable,   good  faith  interpretations   concerning  the
application  of  Sections  280G  and  4999  of the  Code.  The  Company  and the
Participant  shall furnish to the Accountants  such information and documents as
the  Accountants may reasonably  request in order to make a determination  under
this Section.  The Company shall bear all costs the  Accountants  may reasonably
incur in connection with any calculations contemplated by this subsection IV.2.

ARTICLE V.

                     OTHER RIGHTS AND BENEFITS NOT AFFECTED

1.     Other Benefits.

       Neither the  provisions of this Plan nor the Severance  Payment  provided
for hereunder shall reduce any amounts otherwise payable, or in any way diminish
the  Participant's  rights as an Employee,  whether  existing now or  hereafter,
under any benefit,  incentive,  retirement,  stock  option,  stock bonus,  stock
purchase  plan,  or  any  employment  agreement  or  other  plan,  agreement  or
arrangement.

2.     Employment Status.

       This Plan does not  constitute a contract of  employment or impose on the
Participant  or the  Company  any  obligation  to retain the  Participant  as an
Employee, to change the status of the Participant's employment, or to change the
Company's  policies  regarding  termination  of  employment.  The  Participant's
employment is and shall continue to be at-will, as defined under applicable law.
If  the  Participant's  employment  with  the  Company  or  a  successor  entity
terminates for any reason,  including (without limitation) any termination prior
to a Change of Control,  the Participant  shall not be entitled to any payments,
benefits,  damages,  awards or compensation other than as provided by this Plan,
or as may  otherwise be available in accordance  with the Company's  established
employee plans and practices or other agreements with the Company.

3.     Taxation of Plan Payments.

       All  Severance  Payments  paid  pursuant to this Plan shall be subject to
regular withholding taxes.


ARTICLE VI.

                     SUCCESSORS TO COMPANY AND PARTICIPANTS

1.     Company's Successors.
       Any successor to the Company  (whether  direct or indirect and whether by
purchase,  lease,  merger,  consolidation,  liquidation  or otherwise) to all or
substantially  all of the  Company's  business  and/or  assets  shall assume the
obligations under this Plan and agree expressly to perform the obligations under
this Plan. For all purposes  under this Plan,  the term "Company"  shall include
any  successor  to the  Company's  business  and/or  assets  which  executes and
delivers the  assumption  agreement  described in this  subsection  (a) or which
becomes bound by the terms of this Plan by operation of law.

2.     Participant's Successors.
       All rights of the  Participant  hereunder  shall inure to the benefit of,
and be  enforceable  by, the  Participant's  personal or legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees.

ARTICLE VII.

                       DURATION, AMENDMENT AND TERMINATION

1.     Duration.
       This  Plan  shall  terminate  upon the  earlier  of (i) the date that all
obligations of the Company or successor  entities hereunder have been satisfied,
or (ii) six (6) months after a Change of Control,  unless  sooner  terminated as
provided in Section  VII.2. A termination of this Plan pursuant to the preceding
sentence shall be effective for all purposes, except that such termination shall
not affect the payment or provision of  compensation or benefits on account of a
termination of employment occurring prior to the termination of this Plan.

2.     Amendment and Termination.
       The  Board of  Directors  of the  Company  shall  have the  discretionary
authority to amend the Plan in any respect by resolution adopted by a two-thirds
or greater majority of the Board of Directors of the Company, unless a Change of
Control  has  previously  occurred.  The Plan may be  terminated  by  resolution
adopted by a two-thirds or greater majority of the Board of Directors,  provided
that written  notice is furnished to all  Participants  at least sixty (60) days
prior to such termination,  unless a Change of Control has previously  occurred.
If a Change of Control  occurs,  the Plan and Exhibits A and B thereto  shall no
longer be subject to amendment,  change, substitution,  deletion,  revocation or
termination in any respect whatsoever.

3.     Form of Amendment.
       The form of any proper  amendment or  termination  of the Plan shall be a
written  instrument  signed by a duly  authorized  officer  or  officers  of the
Company,  certifying  that the amendment or termination has been approved by the
Board of Directors.  A proper amendment of the Plan automatically shall effect a
corresponding   amendment  to  all  Participants'  rights  hereunder.  A  proper
termination  of  the  Plan  automatically  shall  effect  a  termination  of all
Participants' rights and benefits hereunder.

ARTICLE VIII.

                               PLAN ADMINISTRATION

1.     Appeal.
       A Participant or former Participant who disagrees with their allotment of
benefits  under this Plan may file a written  appeal with the  designated  Human
Resources  representative.  Any claim  relating to this Plan shall be subject to
this appeal process.  The written appeal must be filed within sixty (60) days of
the employee's Termination Date.

       The appeal must state the reasons the  Participant or former  Participant
believes  he or she is  entitled  to  different  benefits  under the  Plan.  The
designated Human Resources  representative  shall review the claim. If the claim
is wholly or partially  denied,  the designated  Human Resources  representative
shall provide the  Participant  or former  Participant  a written  notice of the
denial,  specifying  the  reasons the claim was  denied.  Such  notice  shall be
provided within ninety (90) days of receiving the written appeal.

       If the claim is denied,  in whole or in part, the Participant may request
a  review  of the  denial  at any time  within  90 days  following  the date the
Participant  received  written  notice of the  denial of his or her  claim.  For
purposes of this  subsection,  any action  required or authorized to be taken by
the  Participant may be taken by a  representative  authorized in writing by the
Participant   to  represent  him  or  her.  The   designated   Human   Resources
representative  shall  afford  the  Participant  a full and fair  review  of the
decision denying the claim and, if so requested, shall:

       (a)    Permit the  Participant to review any documents that are pertinent
              to the claim;

       (b)    Permit the Participant to submit to the designated Human Resources
              representative issues and comments in writing; and

       (c)    The  decision  on  review  by  the  designated   Human   Resources
              representative  shall be in writing and shall be issued  within 60
              days following receipt of the request for review.  The decision on
              review  shall  include  specific  reasons  for  the  decision  and
              specific  references to the pertinent Plan provisions on which the
              decision  of the  designated  Human  Resources  representative  is
              based.

2.     Arbitration.
       If the appeal of a Participant or former Participant is denied, or if the
outcome  of  said  appeal  is   unsatisfactory  to  the  Participant  or  former
Participant,  the sole remedy hereunder shall be arbitration as set forth below.
Any dispute or controversy arising under or in connection with the Plan shall be
settled by arbitration in accordance with the rules of the American  Arbitration
Association  then in  effect,  conducted  before a panel  of  three  arbitrators
sitting in a location  selected by the employee within fifty (50) miles from the
location  of  his or  her  job  with  the  Company.  In  consideration  for  the
Participant's or former Participant's waiver of their right to litigate any such
dispute or  controversy  in a court of law,  and  notwithstanding  any  contrary
provisions of California law regarding  allocation of attorney  fees,  costs and
expenses in  arbitration  proceedings,  the Company  agrees to pay, on a monthly
basis,  the reasonable  attorney fees,  costs and expenses (as determined by the
arbitrator)  incurred in good faith by the Participant or former  Participant in
connection  with  any  such  arbitration   regardless  of  the  outcome  of  the
arbitration.  Judgment  may be  entered on the  arbitrator's  award in any court
having jurisdiction. Punitive damages shall not be awarded.

ARTICLE IX.

                                     NOTICE

1.     General.
       Notices and all other  communications  contemplated by this Plan shall be
in writing and shall be deemed to have been duly given when personally delivered
or when mailed by U.S.  registered or certified mail,  return receipt  requested
and postage  prepaid.  In the case of the  Participant,  mailed notices shall be
addressed to him at the home address that he most recently  communicated  to the
Company  in  writing.  In the  case of the  Company,  mailed  notices  shall  be
addressed to its  corporate  headquarters,  and all notices shall be directed to
the attention of its Secretary.

2.     Notice of Termination.
       Any  termination  by the  Company  for Cause or by the  Participant  as a
result  of a  voluntary  resignation  or an  Involuntary  Termination  shall  be
communicated  by a notice of  termination  to the other  party  hereto  given in
accordance with Article II of this Plan. Such notice shall indicate the specific
termination  provision  in the Plan relied upon,  shall set forth in  reasonable
detail the facts and  circumstances  claimed to provide a basis for  termination
under the provision so indicated,  and shall specify the  Termination  Date. The
failure by the  Participant  to  include in the notice any fact or  circumstance
which  contributes to a showing of Involuntary  Termination  shall not waive any
right of the Participant  hereunder or preclude the  Participant  from asserting
such fact or circumstance in enforcing his rights hereunder.

ARTICLE X.

                            MISCELLANEOUS PROVISIONS

1.     No Duty to Mitigate.
       The  Participant  shall not be  required  to  mitigate  the amount of any
payment  contemplated by this Plan, nor shall any such payment be reduced by any
earnings that the Participant may receive from any other source.

2.     Severability.
       The invalidity or unenforceability of any provision or provisions of this
Plan shall not affect the  validity  or  enforceability  of any other  provision
hereof, which shall remain in full force and effect.

3.     No Assignment of Benefits.
       The rights of any person to payments  or  benefits  under this Plan shall
not be made subject to option or assignment,  either by voluntary or involuntary
assignment or by operation of law,  including (without  limitation)  bankruptcy,
garnishment, attachment or other creditor's process, and any action in violation
of this subsection shall be void.

4.     Assignment by Company.
       The Company may assign its rights under this Plan to an affiliate, and an
affiliate  may  assign its rights  under this Plan to another  affiliate  of the
Company or to the Company;  provided,  however, that no assignment shall be made
if the net worth of the  assignee  is less than the net worth of the  Company at
the time of assignment.  In the case of any such assignment,  the term "Company"
when used in a section  of this Plan shall mean the  corporation  that  actually
employs the Participant.

ARTICLE XI.

                           ERISA REQUIRED INFORMATION

1.     Plan Sponsor.
       The Plan sponsor and administrator is:

              Actel Corporation
              955 East Arques Avenue
              Sunnyvale, CA 94086
              (408) 739-1010

2.     Designated Agent.
       Designated agent for service of process:

              Secretary
              955 East Arques Avenue
              Sunnyvale, CA   94086
              (408) 739-1010

3.     Plan Records.
       Plan records are kept on a fiscal year basis.

4.     Funding.
       The Plan shall be funded solely from the Company's general assets.