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  sale 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 the  dollar  amount  determined  by
     subtracting  (x) the  aggregate  exercise  price of all  shares  subject to
     Options that are  unvested on the date of a Change of Control,  and only to
     the extent that such Options are  unvested,  from (y) the Change of Control
     Price  multiplied by the number of shares that are subject to such unvested
     Options, but only to the extent that such Options are unvested.

          (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 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.  Any payments to which a  Participant  is
entitled  pursuant to this  Article IV shall be paid by the  Company  within ten
(10) business days.  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)  Continued   Employment  Following  A  Change  of  Control.  If  a
     Participant  remains  employed  with the  Company or its  acquirer  six (6)
     months  following  a  Change  of  Control,  then the  Participant  shall be
     entitled to receive retention pay that has a fair market value, on the date
     of payment,  equal to one-third of the Spread on such Participant's Options
     that were unvested on the date of the Change of Control.

          (b)  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
          that  has a fair  market  value,  on the  date of  payment,  equal  to
          one-third  of the  Spread  on such  Participant's  Options  that  were
          unvested on the date of the Change of Control.

               (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.

          (c)  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.