ACTEL CORPORATION

                        1993 EMPLOYEE STOCK PURCHASE PLAN

                   Amended and Restated as of January 23, 1998


     The following constitute the provisions of the 1993 Employee Stock Purchase
Plan of Actel Corporation.

     1.   Purpose.  The  purpose  of the  Plan is to  provide  employees  of the
Company and its Designated  Subsidiaries  with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an  "Employee  Stock  Purchase  Plan"
under Section 423 of the Code. The provisions of the Plan, accordingly, shall be
construed so as to extend and limit  participation  in a manner  consistent with
the requirements of that section of the Code.

     2.   Definitions.

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

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

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

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

          (e)  "Compensation"  shall mean all base straight time gross  earnings
     including  commissions,  overtime  and shift  premiums,  and all  incentive
     compensation, incentive payments, bonuses and other compensation.

          (f)  "Designated  Subsidiaries" shall mean the Subsidiaries which have
     been  designated  by the Board from time to time in its sole  discretion as
     eligible to participate in the Plan.

          (g)  "Employee"  shall mean any  individual  who is an employee of the
     Company or any Designated Subsidiary for tax purposes whose employment with
     the Company or any  Designated  Subsidiary  averages  at least  twenty (20)
     hours per week and more than five (5)  months  in any  calendar  year.  For
     purposes  of the Plan,  the  employment  relationship  shall be  treated as
     continuing  intact while the  individual is on sick leave or other leave of
     absence approved by the Company.  Where the period of leave exceeds 90 days
     and the  individual's  right to  reemployment  is not guaranteed  either by
     statute or by contract, the employment  relationship will be deemed to have
     terminated on the 91st day of such leave.

          (h)  "Enrollment  Date"  shall  mean the  first  day of each  Offering
     Period.

          (i)  "Exercise Date" shall mean the last day of each Purchase Period.

          (j)  "Fair  Market  Value"  shall mean,  as of any date,  the value of
     Common Stock determined as follows:

               (1)  If the  Common  Stock is  listed  on any  established  stock
          exchange or a national market system, including without limitation the
          National  Market  System of the  National  Association  of  Securities
          Dealers,  Inc. Automated Quotation  ("NASDAQ") System, its Fair Market
          Value  shall be the  closing  sale price for the Common  Stock (or the
          mean of the closing bid and asked prices,  if no sales were reported),
          as quoted on such exchange (or the exchange  with the greatest  volume
          of  trading   in  Common   Stock)  or  system  on  the  date  of  such
          determination,  as reported  in the Wall Street  Journal or such other
          source as the Board deems reliable, or;

               (2)  If the Common Stock is quoted on the NASDAQ  system (but not
          on the National  Market  System  thereof) or is regularly  quoted by a
          recognized securities dealer but selling prices are not reported,  its
          Fair  Market  Value  shall be the mean of the  closing  bid and  asked
          prices  for the  Common  Stock on the date of such  determination,  as
          reported in the Wall Street  Journal or such other source as the Board
          deems reliable, or;

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

               (4)  For purposes of the Enrollment Date under the first Offering
          Period under the Plan, the Fair Market Value of the Common Stock shall
          be the Price to Public as set forth in the final prospectus filed with
          the Securities and Exchange  Commission pursuant to Rule 424 under the
          Securities Act of 1933, as amended.

          (k)  "Offering   Period"  shall  mean  the  period  of   approximately
     twenty-four (24) months during which an option granted pursuant to the Plan
     may be exercised. The first offering period shall commence with the date on
     which the  Company's  registration  statement on Form S-1 (or any successor
     form  thereof)  is  declared  effective  by  the  Securities  and  Exchange
     Commission.  This first offering period shall terminate on the last Trading
     Day in the period  ending  August 1 or February 1  approximately  24 months
     later.  Subsequent offering periods shall commence on the first Trading Day
     on or after August 1 and February 1 of each year and  terminate on the last
     Trading Day of the periods ending  twenty-four  months later.  The duration
     and timing of Offering Periods may be changed pursuant to Section 4 of this
     Plan.

          (l)  "Plan" shall mean this Employee Stock Purchase Plan.

          (m)  "Purchase  Price"  shall mean an amount  equal to 85% of the Fair
     Market  Value of a share of Common Stock on the  Enrollment  Date or on the
     Exercise Date, whichever is lower.

          (n)  "Purchase  Period" shall mean the  approximately six month period
     commencing  after one Exercise Date and ending with the next Exercise Date,
     except that the first Purchase Period of any Offering Period shall commence
     on the Enrollment  Date and end with the next Exercise Date.  However,  the
     first Purchase  Period of the first  Offering  Period under the Plan may be
     more or less than six months in duration.

          (o)  "Reserves"  shall  mean the  number of  shares  of  Common  Stock
     covered by each option under the Plan which have not yet been exercised and
     the  number of  shares  of Common  Stock  which  have been  authorized  for
     issuance under the Plan but not yet placed under options.

          (p)  "Subsidiary"  shall mean a corporation,  domestic or foreign,  of
     which not less than 50% of the voting  shares are held by the  Company or a
     Subsidiary,  whether or not such  corporation  now  exists or is  hereafter
     organized or acquired by the Company or a Subsidiary.

          (q)  "Trading Day" shall mean a day on which national stock  exchanges
     and the National  Association  of Securities  Dealers  Automated  Quotation
     (NASDAQ) System are open for trading.

     3.   Eligibility.

          (a)  Any Employee (as defined in Section 2(g)),  who shall be employed
     by the Company on a given  Enrollment Date shall be eligible to participate
     in the Plan.

          (b)  Any  provisions of the Plan to the contrary  notwithstanding,  no
     Employee shall be granted an option under the Plan (i) if immediately after
     the  grant,  such  Employee  (or any  other  person  whose  stock  would be
     attributed to such Employee  pursuant to Section  424(d) of the Code) would
     own  capital  stock of the  Company  and/or  hold  outstanding  options  to
     purchase  such  stock  possessing  five  percent  (5%) or more of the total
     combined  voting power or value of all classes of the capital  stock of the
     Company or of any  Subsidiary,  or (ii) which  permits his or her rights to
     purchase  stock under all employee  stock purchase plans of the Company and
     its  subsidiaries  to accrue at a rate which exceeds  twenty-five  thousand
     dollars  ($25,000)  of Fair Market Value of such stock  (determined  at the
     time such option is granted) for each calendar year in which such option is
     outstanding at any time.

     4.   Offering  Periods.  The Plan  shall  be  implemented  by  consecutive,
overlapping  Offering Periods with the first Offering Period commencing with the
date on which the Company's registration statement on Form S-1 (or any successor
form thereof) is declared  effective by the Securities and Exchange  Commission.
The Board  shall  have the power to change  the  duration  of  Offering  Periods
(including  the  commencement  dates  thereof) with respect to future  offerings
without shareholder  approval if such change is announced at least five (5) days
prior to the scheduled  beginning of the first  Offering  Period to be affected.
Absent  action  by the  Board,  each  Offering  Period  shall be for a period of
approximately twenty-four months (24) and new Offering Periods shall commence on
the first  Trading Day of February and August of each year.  The first  Offering
Period  under  the Plan may be more or less  than  twenty-four  (24)  months  in
duration.

     5.   Participation.

          (a)  An  eligible  Employee  may become a  participant  in the Plan by
     completing a subscription  agreement authorizing payroll deductions (in the
     form of Exhibit A to this Plan) and  filing it with the  Company's  payroll
     office prior to the applicable Enrollment Date.

          (b)  Payroll  deductions for a participant shall commence on the first
     payroll  following the Enrollment Date and shall end on the last payroll in
     the  Offering  Period to which such  authorization  is  applicable,  unless
     sooner terminated by the participant as provided in Section 10 hereof.

     6.   Payroll Deductions.

          (a) At the time a participant files his or her subscription agreement,
     he or she  shall  elect  to have  payroll  deductions  made on each pay day
     during the Offering Period in an amount not exceeding fifteen percent (15%)
     of the  Compensation  which he or she  receives  on each pay day during the
     Offering Period,  and the aggregate of such payroll  deductions  during the
     Offering Period shall not exceed fifteen percent (15%) of the participant's
     Compensation during said Offering Period.

          (b)  All payroll  deductions made for a participant  shall be credited
     to his or her  account  under  the  Plan  and  will be  withheld  in  whole
     percentages  only. A participant may not make any additional  payments into
     such account.

          (c)  A participant  may discontinue  his or her  participation  in the
     Plan as provided in Section 10 hereof, or may increase or decrease the rate
     of his or her payroll  deductions during the Offering Period by filing with
     the Company a new  subscription  agreement  authorizing a change in payroll
     deduction  rate.  The Board  may,  in its  discretion,  limit the number of
     participation  rate changes during any Offering Period.  The change in rate
     shall be effective  with the first full payroll  period  following five (5)
     business days after the Company's receipt of the new subscription agreement
     unless the Company elects to process a given change in  participation  more
     quickly. A participant's  subscription agreement shall remain in effect for
     successive  Offering  Periods  unless  terminated as provided in Section 10
     hereof.

          (d)  Notwithstanding the foregoing,  to the extent necessary to comply
     with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
     payroll  deductions  may be decreased to 0% if the following  should occur:
     For the Purchase Periods that end during a single calendar year, the sum of
     all payroll deductions that have been used to purchase stock under the Plan
     plus all payroll  deductions  accumulated  for the purchase of stock equals
     $21,250.  Payroll  deductions shall recommence at the rate provided in such
     participant's subscription agreement at the beginning of the first Purchase
     Period which is scheduled to end in the subsequent  calendar  year,  unless
     terminated by the participant as provided in Section 10 hereof.

          (e)  At the time the option is  exercised,  in whole or in part, or at
     the time some or all of the Company's Common Stock issued under the Plan is
     disposed of, the participant must make adequate provision for the Company's
     federal, state, or other tax withholding  obligations,  if any, which arise
     upon the exercise of the option or the  disposition of the Common Stock. At
     any time, the Company may, but will not be obligated to,  withhold from the
     participant's  compensation  the amount  necessary  for the Company to meet
     applicable withholding  obligations,  including any withholding required to
     make available to the Company any tax  deductions or benefits  attributable
     to sale or early disposition of Common Stock by the Employee.

     7.   Grant of Option. On the Enrollment Date of each Offering  Period, each
eligible  Employee  participating  in such  Offering  Period shall be granted an
option  to  purchase  on the  Exercise  Date of  such  Offering  Period  (at the
applicable  Purchase  Price) up to a number of  shares of the  Company's  Common
Stock  determined by dividing such  Employee's  payroll  deductions  accumulated
prior to such Exercise Date and retained in the Participant's  account as of the
Exercise  Date by the  applicable  Purchase  Price;  provided that such purchase
shall be subject to the  limitations  set forth in Sections  3(b) and 12 hereof;
provided, further, that in no event shall any Employee purchase in excess of ten
thousand  shares in any Offering  Period.  Exercise of the option shall occur as
provided in Section 8 hereof,  unless the participant has withdrawn  pursuant to
Section 10 hereof,  and the option  shall expire on the last day of the Offering
Period.

     8.   Exercise of Option.  Unless a participant  withdraws  from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares will
be exercised  automatically on the Exercise Date, and the maximum number of full
shares  subject to the option shall be  purchased  for such  participant  at the
applicable  Purchase Price with the accumulated payroll deductions in his or her
account.  No  fractional  shares  will  be  purchased;  any  payroll  deductions
accumulated  in a  participant's  account which are not sufficient to purchase a
full share  shall be retained in the  participant's  account for the  subsequent
Purchase Period, subject to earlier withdrawal by the participant as provided in
Section 10 hereof.  Any other monies left over in a participant's  account after
the Exercise Date shall be returned to the  participant.  During a participant's
lifetime,  a participant's  option to purchase  shares  hereunder is exercisable
only by him or her.

     9.   Delivery. As promptly as practicable after each Exercise Date on which
a purchase of shares  occurs,  the Company  shall  arrange the  delivery to each
participant,  as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option.

     10.  Withdrawal; Termination of Employment.

          (a)  A participant  may withdraw all but not less than all the payroll
     deductions  credited to his or her account and not yet used to exercise his
     or her option  under the Plan at any time by giving  written  notice to the
     Company  in the form of Exhibit B to this  Plan.  All of the  participant's
     payroll  deductions  credited  to his or her  account  will be paid to such
     participant  promptly  after  receipt  of  notice  of  withdrawal  and such
     participant's   option  for  the  Offering  Period  will  be  automatically
     terminated,  and no further  payroll  deductions for the purchase of shares
     will be made during the Offering Period. If a participant withdraws from an
     Offering Period, payroll deductions will not resume at the beginning of the
     succeeding Offering Period unless the participant delivers to the Company a
     new subscription agreement.

          (b)  Upon a  participant's  ceasing to be an  Employee  (as defined in
     Section  2(g)  hereof),  for any reason,  including by virtue of him or her
     having failed to remain an Employee of the Company for at least twenty (20)
     hours  per week  during  a  Purchase  Period  in which  the  Employee  is a
     participant,  he or she will be deemed to have elected to withdraw from the
     Plan and the  payroll  deductions  credited to such  participant's  account
     during the Offering  Period but not yet used to exercise the option will be
     returned to such  participant  or, in the case of his or her death,  to the
     person or persons  entitled  thereto  under  Section  14  hereof,  and such
     participant's option will be automatically terminated.

     11.  Interest.  No interest  shall  accrue on the payroll  deductions  of a
participant in the Plan.

     12.  Stock.

               (a) The maximum  number of shares of the  Company's  Common Stock
        which shall be made available for sale under the Plan shall be 3,019,680
        shares,  subject to  adjustment  upon changes in  capitalization  of the
        Company as provided in Section 18 hereof.  If on a given  Exercise  Date
        the number of shares with  respect to which  options are to be exercised
        exceeds the number of shares then available  under the Plan, the Company
        shall make a pro rata allocation of the shares  remaining  available for
        purchase in as uniform a manner as shall be practicable  and as it shall
        determine to be equitable.

          (b)  The  participant  will have no interest or voting right in shares
     covered by his option until such option has been exercised.

          (c)  Shares to be  delivered to a  participant  under the Plan will be
     registered in the name of the participant or in the name of the participant
     and his or her spouse.

     13.  Administration.

          (a)  Administrative  Body. The Plan shall be administered by the Board
     or a committee of members of the Board appointed by the Board. The Board or
     its  committee  shall have full and  exclusive  discretionary  authority to
     construe,  interpret  and  apply  the  terms  of  the  Plan,  to  determine
     eligibility  and to  adjudicate  all disputed  claims filed under the Plan.
     Every  finding,  decision  and  determination  made  by  the  Board  or its
     committee  shall, to the full extent permitted by law, be final and binding
     upon all  parties.  Members  of the Board who are  eligible  Employees  are
     permitted to participate in the Plan, provided that:

               (1)  Members of the Board who are eligible to  participate in the
          Plan may not vote on any matter  affecting the  administration  of the
          Plan or the grant of any option pursuant to the Plan.

               (2)  If a Committee is  established  to  administer  the Plan, no
          member of the Board who is eligible to  participate in the Plan may be
          a member of the Committee.

          (b)  Rule  16b-3  Limitations.   Notwithstanding   the  provisions  of
     Subsection (a) of this Section 13, in the event that Rule 16b-3 promulgated
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     or any successor  provision ("Rule 16b-3") provides  specific  requirements
     for the  administrators  of plans  of this  type,  the  Plan  shall be only
     administered  by such a body and in such a manner as shall  comply with the
     applicable  requirements of Rule 16b-3.  Unless permitted by Rule 16b-3, no
     discretion concerning decisions regarding the Plan shall be afforded to any
     committee  or person  that is not  "disinterested"  as that term is used in
     Rule 16b-3.

     14.  Designation of Beneficiary.

          (a)  A participant may file a written designation of a beneficiary who
     is to receive any shares and cash, if any, from the  participant's  account
     under the Plan in the event of such  participant's  death  subsequent to an
     Exercise  Date on which the option is  exercised  but prior to  delivery to
     such  participant of such shares and cash. In addition,  a participant  may
     file a written designation of a beneficiary who is to receive any cash from
     the participant's account under the Plan in the event of such participant's
     death prior to exercise of the option.  If a participant is married and the
     designated beneficiary is not the spouse, spousal consent shall be required
     for such designation to be effective.

          (b)  Such designation of beneficiary may be changed by the participant
     at any time by written  notice.  In the event of the death of a participant
     and in the absence of a beneficiary  validly  designated under the Plan who
     is  living  at the time of such  participant's  death,  the  Company  shall
     deliver  such shares  and/or cash to the executor or  administrator  of the
     estate of the participant, or if no such executor or administrator has been
     appointed  (to  the  knowledge  of  the  Company),   the  Company,  in  its
     discretion, may deliver such shares and/or cash to the spouse or to any one
     or more  dependents  or  relatives  of the  participant,  or if no  spouse,
     dependent or relative is known to the Company, then to such other person as
     the Company may designate.

     15.  Transferability.    Neither   payroll   deductions   credited   to   a
participant's account nor any rights with regard to the exercise of an option or
to  receive  shares  under the Plan may be  assigned,  transferred,  pledged  or
otherwise  disposed of in any way (other  than by will,  the laws of descent and
distribution or as provided in Section 14 hereof) by the  participant.  Any such
attempt at assignment,  transfer,  pledge or other  disposition shall be without
effect,  except  that the  Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

     16.  Use of Funds. All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

     17.  Reports.  Individual  accounts will be maintained for each participant
in the Plan.  Statements of account will be given to participating  Employees at
least  annually,  which  statements  will  set  forth  the  amounts  of  payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

     18.  Adjustments Upon Changes in Capitalization.

          (a)  Changes in Capitalization.  Subject to any required action by the
     shareholders of the Company, the Reserves as well as the price per share of
     Common  Stock  covered by each option under the Plan which has not yet been
     exercised 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 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,  the  Offering  Periods will
     terminate  immediately  prior to the  consummation of such proposed action,
     unless otherwise provided by the Board.

          (c)  Merger or Asset Sale.  In the event of a proposed  sale of all or
     substantially  all of the  assets  of the  Company,  or the  merger  of the
     Company with or into another corporation,  each option under the Plan shall
     be assumed or an equivalent  option shall be  substituted by such successor
     corporation or a parent or subsidiary of such successor corporation, unless
     the Board determines, in the exercise of its sole discretion and in lieu of
     such assumption or  substitution,  to shorten the Offering  Periods then in
     progress by setting a new  Exercise  Date (the "New  Exercise  Date") or to
     cancel each  outstanding  option to purchase and refund all sums  collected
     from participants during the Offering Period then in progress. If the Board
     shortens the Offering  Periods  then in progress in lieu of  assumption  or
     substitution  in the event of a merger or sale of assets,  the Board  shall
     notify each  participant in writing,  at least ten (10) business days prior
     to the New Exercise  Date,  that the Exercise  Date for his option has been
     changed  to the New  Exercise  Date and that his option  will be  exercised
     automatically  on the New Exercise  Date,  unless prior to such date he has
     withdrawn  from the Offering  Period as provided in Section 10 hereof.  For
     purposes  of this  paragraph,  an option  granted  under the Plan  shall be
     deemed to be assumed if, following the sale of assets or merger, the option
     confers  the right to  purchase,  for each  share of stock  subject  to the
     option immediately prior to the sale of assets or merger, the consideration
     (whether stock, cash or other securities or property)  received in the sale
     of assets or merger by  holders  of Common  Stock for each  share of Common
     Stock held on the effective  date of the  transaction  (and if such holders
     were offered a choice of consideration, the type of consideration chosen by
     the  holders  of a majority  of the  outstanding  shares of Common  Stock);
     provided,  however,  that if such  consideration  received  in the  sale of
     assets or merger was not solely common stock of the  successor  corporation
     or its parent (as  defined in Section  424(e) of the Code),  the Board may,
     with the consent of the successor corporation and the participant,  provide
     for the  consideration  to be  received  upon  exercise of the option to be
     solely  common stock of the  successor  corporation  or its parent equal in
     fair  market  value to the per share  consideration  received by holders of
     Common Stock and the sale of assets or merger.

               The Board may, if it so  determines  in the  exercise of its sole
     discretion,  also make provision for adjusting the Reserves, as well as the
     price per share of Common Stock covered by each outstanding  option, in the
     event the Company effects one or more  reorganizations,  recapitalizations,
     rights  offerings  or  other  increases  or  reductions  of  shares  of its
     outstanding   Common  Stock,   and  in  the  event  of  the  Company  being
     consolidated with or merged into any other corporation.

     19.  Amendment or Termination.

          (a) The Board of  Directors of the Company may at any time and for any
     reason  terminate or amend the Plan.  Except as provided in Sections 18 and
     19 hereof,  no such  termination  can affect  options  previously  granted,
     provided that  outstanding  and/or future Offering Periods may be shortened
     and/or terminated by the Board of Directors at any time. Except as provided
     in Section 18 hereof and in the preceding  sentence,  no amendment may make
     any change in any option  theretofore  granted which adversely  affects the
     rights of any  participant.  To the extent  necessary  to comply  with Rule
     16b-3 or under Section 423 of the Code (or any successor  rule or provision
     or any other  applicable  law or  regulation),  the  Company  shall  obtain
     shareholder approval in such a manner and to such a degree as required.

          (b)  Without  shareholder  consent and  without  regard to whether any
     participant rights may be considered to have been "adversely affected," the
     Board (or its committee) shall be entitled to change the Offering  Periods,
     limit the frequency  and/or number of changes in the amount withheld during
     an Offering  Period,  establish  the exchange  ratio  applicable to amounts
     withheld in a currency other than U.S. dollars,  permit payroll withholding
     in excess of the amount  designated by a participant in order to adjust for
     delays or  mistakes  in the  Company's  processing  of  properly  completed
     withholding elections,  establish reasonable waiting and adjustment periods
     and/or  accounting and crediting  procedures to ensure that amounts applied
     toward  the  purchase  of  Common  Stock  for  each  participant   properly
     correspond with amounts withheld from the participant's  Compensation,  and
     establish  such  other  limitations  or  procedures  as the  Board  (or its
     committee) determines in its sole discretion advisable which are consistent
     with the Plan.

     20.  Notices.  All notices or other  communications by a participant to the
Company under or in  connection  with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location,  or by
the person, designated by the Company for the receipt thereof.

     21.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities  Act of 1933,  as amended,  the  Securities  Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder,  and the requirements
of any stock  exchange  upon which the  shares may then be listed,  and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

          As a condition to the  exercise of an option,  the Company may require
the person  exercising  such option to represent  and warrant at the time of any
such  exercise  that the  shares are being  purchased  only for  investment  and
without  any  present  intention  to sell or  distribute  such shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned applicable provisions of law.

     22.  Term of Plan.  The Plan shall  become  effective  upon the  earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
shareholders of the Company.  It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 19 hereof.

     23.  Additional  Restrictions  of Rule 16b-3.  The terms and  conditions of
options granted  hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the  applicable  provisions  of
Rule  16b-3.  This Plan  shall be  deemed to  contain,  and such  options  shall
contain,  and the shares issued upon exercise  thereof shall be subject to, such
additional  conditions  and  restrictions  as may be  required  by Rule 16b-3 to
qualify for the  maximum  exemption  from  Section 16 of the  Exchange  Act with
respect to Plan transactions.

     24.  Automatic  Transfer  to Low  Price  Offering  Period.  To  the  extent
permitted by Rule 16b-3 of the Securities  Exchange Act of 1934, as amended,  if
the Fair Market Value of the Common  Stock on any  Exercise  Date in an Offering
Period is lower than the Fair Market Value of the Common Stock on the Enrollment
Date of such Offering  Period,  then all  participants  in such Offering  Period
shall be automatically withdrawn from such Offering Period immediately after the
exercise of their options on such Exercise Date and automatically re-enrolled in
the immediately following Offering Period as of the first day thereof.


                                    EXHIBIT A

                                ACTEL CORPORATION
                        1993 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

__________ Original Application          Enrollment Date: ______________________
__________ Change in Payroll Deduction Rate
__________ Change of Beneficiary(ies)

     1.   ____________________________________________________  hereby elects to
participate  in the Actel  Corporation  1993 Employee  Stock  Purchase Plan (the
"Employee  Stock  Purchase  Plan")  and  subscribes  to  purchase  shares of the
Company's  Common Stock in accordance with this  Subscription  Agreement and the
Employee Stock Purchase Plan.

     2.   I hereby authorize payroll deductions from each paycheck in the amount
of _________% of my  Compensation  on each payday (not to exceed 15%) during the
Offering  Period in accordance  with the Employee Stock  Purchase Plan.  (Please
note that no fractional percentages are permitted.)

     3.   I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable  Purchase Price  determined
in accordance  with the Employee Stock Purchase Plan. I understand  that if I do
not withdraw from an Offering Period, any accumulated payroll deductions will be
used to automatically exercise my option.

     4.   I  have  received  a copy  of the  complete  "Actel  Corporation  1993
Employee  Stock  Purchase  Plan."  I  understand  that my  participation  in the
Employee  Stock  Purchase  Plan is in all  respects  subject to the terms of the
Plan.  I  understand  that the grant of the  option by the  Company  under  this
Subscription  Agreement  is subject to  obtaining  shareholder  approval  of the
Employee Stock Purchase Plan.

     5.   Shares  purchased for me under the Employee Stock Purchase Plan should
be  issued  in  the  name(s)  of  (Employee   or  Employee  and  Spouse   Only):
_______________________________________________________________________________.

     6.   I understand  that if I dispose of any shares  received by me pursuant
to the Plan  within 2 years  after the  Enrollment  Date  (the  first day of the
Offering  Period  during  which I purchased  such  shares) or one year after the
Exercise  Date,  I will be treated  for  federal  income tax  purposes as having
received  ordinary income at the time of such  disposition in an amount equal to
the excess of the fair  market  value of the shares at the time such shares were
purchased  over the price which I paid for the shares.  I hereby agree to notify
the Company in writing  within 30 days after the date of any  disposition  of my
shares  and I will  make  adequate  provision  for  Federal,  state or other tax
withholding obligations,  if any, which arise upon the disposition of the Common
Stock.  The  Company  may,  but  will  not be  obligated  to,  withhold  from my
compensation the amount necessary to meet any applicable  withholding obligation
including  any  withholding  necessary to make  available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock
by me.  If I dispose  of such  shares at any time  after the  expiration  of the
2-year and 1-year  holding  periods,  I  understand  that I will be treated  for
federal income tax purposes as having  received  income only at the time of such
disposition,  and that such income will be taxed as ordinary  income only to the
extent of an amount  equal to the  lesser of (1) the  excess of the fair  market
value of the  shares at the time of such  disposition  over the  purchase  price
which I paid for the shares,  or (2) 15% of the fair market  value of the shares
on the first day of the Offering  Period.  The  remainder  of the gain,  if any,
recognized on such disposition will be taxed as capital gain.

     7.   I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan.  The  effectiveness  of this  Subscription  Agreement is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan.

     8.   In the event of my  death,  I hereby  designate  the  following  as my
beneficiary  to receive all payments and shares due me under the Employee  Stock
Purchase Plan (if you wish to designate more than one  beneficiary,  execute and
deliver copies of this page):

                                  PLEASE PRINT!

NAME:___________________________________________________________________________
           (First)              (Middle)               (Last)

_______________________________________
           Relationship
                                        ________________________________________
                                        ________________________________________
                                        ________________________________________
                                                       (Address)

     I  UNDERSTAND  THAT  THIS  SUBSCRIPTION  AGREEMENT  SHALL  REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated:_________________________________ ________________________________________
                                                 Signature of Employee

                                        ________________________________________
                                                   Spouse's Signature
                                           (If beneficiary other than spouse)


                                    EXHIBIT B

                                ACTEL CORPORATION

                        1993 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL


     The undersigned participant in the Offering Period of the Actel Corporation
1993 Employee  Stock  Purchase  Plan which began on  __________________________,
19_____  (the  "Enrollment  Date")  hereby  notifies  the Company that he or she
hereby withdraws from the Offering Period.  He or she hereby directs the Company
to pay to the undersigned as promptly as practicable all the payroll  deductions
credited  to his or her  account  with  respect  to such  Offering  Period.  The
undersigned  understands  and agrees  that his or her  option for such  Offering
Period will be automatically  terminated.  The undersigned  understands  further
that no further  payroll  deductions  will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in  succeeding  Offering  Periods  only  by  delivering  to  the  Company  a new
Subscription Agreement.

                                        ________________________________________
                                        ________________________________________
                                        ________________________________________
                                        ________________________________________
                                            (Name and Address of Participant)

                                        ________________________________________
                                                       (Signature)

                                        ________________________________________
                                                          (Date)