ACTEL CORPORATION

                     1995 EMPLOYEE AND CONSULTANT STOCK PLAN

                   Amended and Restated as of October 18, 1996


     1.   Purposes of the Plan.  The  purposes of this Stock Plan are to attract
and retain the best available  personnel for employee and consultant  positions,
to provide  additional  incentive to such  persons,  and to thereby  promote the
success of the Company's business.

          All options granted  hereunder  shall be  Nonstatutory  Stock Options.
Stock bonuses may also be granted hereunder.

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

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

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

          (c)  "Board" means the Board of Directors of the Company.

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

          (e)  Committee" means a Committee appointed by the Board in accordance
     with Section 4 of the Plan.

          (f)  "Common Stock" means the Common Stock of the Company.

          (g)  "Company" means Actel Corporation, a California corporation.

          (h)  "Consultant"  means any person or entity who renders  services to
     the Company or any Parent or  Subsidiary  of the  Company in  exchange  for
     compensation and in a capacity other than as an Employee.

          (i)  "Continuous  Status as an Employee or Consultant"  means that the
     consulting  relationship  is not  interrupted or terminated by the Company,
     any Parent or  Subsidiary.  Continuous  Status as an Employee or Consultant
     shall  not be  considered  interrupted  in the  case of:  (i) any  leave of
     absence  approved by the  Administrator,  including  sick  leave,  military
     leave, or any other personal leave; or (ii) transfers  between locations of
     the Company or between the Company,  its Parent,  its Subsidiaries,  or its
     successor.

          (j)  "Director" means a member of the Board.

          (k)  "Disability"  means total and permanent  disability as defined in
     Section 22(e)(3) of the Code.

          (l)  "Employee"  means any person,  including  Officers and Directors,
     employed by the Company or any Parent or Subsidiary of the Company. Neither
     service as a Director nor payment of a director's  fee by the Company shall
     be sufficient to constitute "employment" by the Company.

          (m)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended.

          (n)  "Fair Market  Value" means,  as of any date,  the value of Common
     Stock determined as follows:

               (i)  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, the Fair Market
          Value of a Share of Common Stock shall be the closing  sales price for
          such stock (or the closing  bid, if no sales were  reported) as quoted
          on such system or exchange (or the exchange  with the greatest  volume
          of trading in Common  Stock) on the last  market  trading day prior to
          the day of  determination,  as reported in The Wall Street  Journal or
          such other source as the Administrator deems reliable;

              (ii)  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,  the
          Fair Market Value of a Share of Common Stock shall be the mean between
          the high bid and low asked  prices  for the  Common  Stock on the last
          market trading day prior to the day of  determination,  as reported in
          The Wall  Street  Journal  or such other  source as the  Administrator
          deems reliable;

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

          (o)  "Nonstatutory  Stock  Option"  means an Option  not  intended  to
     qualify as an Incentive  Stock Option  within the meaning of Section 422 of
     the Code and the regulations promulgated thereunder.

          (p)  "Notice of Grant" means a written notice evidencing certain terms
     and conditions of an individual  Option. The Notice of Grant is part of the
     Option Agreement.

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

          (r)  "Option"  means a stock option or a stock bonus granted  pursuant
     to the Plan.

          (s)  "Option  Agreement"  means a written  agreement  between the
     Company  and  an  Optionee  evidencing  the  terms  and  conditions  of  an
     individual  Option grant.  The Option Agreement is subject to the terms and
     conditions of the Plan.

          (t)  "Option  Exchange  Program" means a program  whereby  outstanding
     options are  surrendered  in exchange  for  options  with a lower  exercise
     price.

          (u)  "Optioned Stock" means the Common Stock subject to an Option.

          (v)  "Optionee"   means  an  Employee  or  Consultant   who  holds  an
     outstanding Option.

          (w)  "Parent" means a "parent  corporation",  whether now or hereafter
     existing, as defined in Section 424(e) of the Code.

          (x)  "Plan" means this 1995 Employee and Consultant Stock Plan.

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

          (z)  "Subsidiary"  means a  "subsidiary  corporation",  whether now or
     hereafter existing, as defined in Section 424(f) of the Code.

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 12 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is one million  (1,000,000) Shares. The Shares may be authorized,
but unissued, or reacquired Common Stock.

          If an Option  expires or becomes  unexercisable  without  having  been
exercised in full, or is surrendered  pursuant to an Option Exchange Program, or
if reacquired,  the unpurchased or reacquired  Shares shall become available for
future grant or sale under the Plan (unless the Plan has terminated).

     4.   Administration of the Plan.

          (a)  Procedure.  The Plan  shall be  administered  by (i) the Board or
     (ii) a  committee  designated  by  the  Board,  which  committee  shall  be
     constituted to satisfy  Applicable  Laws.  Once  appointed,  such Committee
     shall serve in its  designated  capacity  until  otherwise  directed by the
     Board.  The  Board  may  increase  the size of the  Committee  and  appoint
     additional  members,  remove members (with or without cause) and substitute
     new members, fill vacancies (however caused), and remove all members of the
     Committee and  thereafter  directly  administer the Plan, all to the extent
     permitted by Applicable Laws.

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

               (i)  to determine the Fair Market Value of the Common  Stock,  in
          accordance with Section 2(n) of the Plan;

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

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

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

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

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

             (vii)  to  reduce  the  exercise  price of any  Option  to the then
          current Fair Market Value if the Fair Market Value of the Common Stock
          covered by such Option shall have  declined  since the date the Option
          was granted;

            (viii)  to construe and interpret the terms of the Plan;

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

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

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

             (xii)  to institute an Option Exchange Program;

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

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

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

     5.   Eligibility.  Options  under the Plan may be granted only to Employees
or Consultants who are not Directors or Officers.  An Employee or Consultant who
has been granted an Option may, if he or she is otherwise  eligible,  be granted
additional Options.

     6.   Limitations.

          (a)  Each  Option  shall be  designated  in the  Notice  of Grant as a
     Nonstatutory Stock Option.

          (b)  Neither the Plan nor any Option shall confer upon an Optionee any
     right with respect to continuing  the  Optionee's  employment or consulting
     relationship with the Company, nor shall they interfere in any way with the
     Optionee's  right or the Company's  right to terminate  such  employment or
     consulting relationship at any time, with or without cause.

     7.   Term of Plan.  The Plan shall become  effective  upon  adoption by the
Board.  It  shall  continue  in  effect  for a term  of ten  (10)  years  unless
terminated earlier under Section 14 of the Plan.

     8.   Term of Option.  The term of each Option shall be stated in the Notice
of Grant.

     9.   Option Exercise Price and Consideration.

          (a)  Exercise Price.  The per share exercise price (which in the event
     of a stock  bonus  shall be zero) for the Shares to be issued  pursuant  to
     exercise of an Option shall be determined by the Administrator.

          (b)  Waiting Period and Exercise  Dates.  At the time an Option
         is granted,  the  Administrator  shall fix the period  within which the
         Option may be exercised and shall  determine any conditions  which must
         be satisfied before the Option may be exercised.

          (c)  Form of  Consideration.  The  Administrator  shall  determine the
     acceptable form of  consideration  for exercising an Option,  including the
     method of payment. Such consideration may consist entirely of:

               (i)  cash;

              (ii)  check;

             (iii)  promissory note;

              (iv)  other  Shares that have a Fair  Market  Value on the date of
          surrender  equal to the aggregate  exercise  price of the Shares as to
          which  said  Option  shall be  exercised  and,  in the case of  Shares
          acquired upon  exercise of an option,  have been owned by the Optionee
          for more than six months on the date of surrender;

               (v)  delivery of a properly  executed  exercise  notice  together
          with such other  documentation as the Administrator and the broker, if
          applicable,  shall  require  to effect an  exercise  of the Option and
          delivery to the Company of the sale or loan  proceeds  required to pay
          the exercise price;

              (vi)  any combination of the foregoing methods of payment; or

             (vii)  such  other  consideration  and  method of  payment  for the
          issuance of Shares to the extent permitted by Applicable Laws.

     10.  Exercise of Option.

          (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any  Option
     granted  hereunder shall be exercisable  according to the terms of the Plan
     and  at  such  times  and  under  such  conditions  as  determined  by  the
     Administrator and set forth in the Option Agreement.

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

               An Option shall be deemed  exercised  when the Company  receives:
     (i) written  notice of exercise (in accordance  with the Option  Agreement)
     from the person entitled to exercise the Option,  and (ii) full payment for
     the Shares with respect to which the Option is exercised.  Full payment may
     consist  of any  consideration  and  method of  payment  authorized  by the
     Administrator  and permitted by the Option  Agreement and the Plan.  Shares
     issued  upon  exercise  of an  Option  shall be  issued  in the name of the
     Optionee or, if requested by the Optionee,  in the name of the Optionee and
     his or her spouse.  Until the stock  certificate  evidencing such Shares is
     issued (as evidenced by the  appropriate  entry on the books of the Company
     or of a duly authorized transfer agent of the Company), no right to vote or
     receive  dividends  or any other rights as a  shareholder  shall exist with
     respect to the Optioned Stock,  notwithstanding the exercise of the Option.
     The  Company  shall  issue (or cause to be issued)  such stock  certificate
     promptly  after the Option is exercised.  No adjustment  will be made for a
     dividend  or other right for which the record date is prior to the date the
     stock certificate is issued, except as provided in Section 12 hereof.

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

          (b)  Termination  of  Consulting  Relationship.  In the event  that an
     Optionee's Continuous Status as an Employee or Consultant  terminates,  the
     Optionee  may  exercise  his or her Option,  but only within such period of
     time as is determined by the Administrator, and only to the extent that the
     Optionee was entitled to exercise it at the date of termination  (but in no
     event later than the  expiration of the term of such Option as set forth in
     the Notice of Grant).  If, at the date of termination,  the Optionee is not
     entitled to exercise his or her entire  Option,  the Shares  covered by the
     unexercisable  portion of the Option  shall  revert to the Plan.  If, after
     termination,  the Optionee (or,  after  Optionee's  death,  the  Optionee's
     estate or a person who acquires the right to exercise the Option by bequest
     or  inheritance)  does  not  exercise  his or her  Option  within  the time
     specified by the Administrator,  the Option shall terminate, and the Shares
     covered by such Option shall revert to the Plan.

     11.  Non-Transferability  of Options.  An Option may not be sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution, and may not be exercised, during
the lifetime of the Optionee,  by any person  except the  Optionee,  without the
prior written consent of the Administrator.

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

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

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

          (c)  Merger or Asset Sale. Except as otherwise specified in individual
     option  agreements,  in the event of a merger of the  Company  with or into
     another corporation,  or the sale of substantially all of the assets of the
     Company,  each outstanding  Option shall be assumed or an equivalent option
     or right shall be substituted  by the successor  corporation or a Parent or
     Subsidiary  of the successor  corporation.  In the event that the successor
     corporation  does not  agree to  assume  the  Option  or to  substitute  an
     equivalent  option or right,  the  Option  shall  become  fully  vested and
     exercisable as to all of the Optioned Stock,  including  Shares as to which
     it would not otherwise be  exercisable.  If an Option  becomes fully vested
     and  exercisable  in lieu of assumption or  substitution  in the event of a
     merger or sale of assets, the Administrator  shall notify the Optionee that
     the Option  shall be fully  exercisable  for a period of fifteen  (15) days
     from  the date of such  notice,  and the  Option  will  terminate  upon the
     expiration of such period.

     13.  Date of  Grant.  The date of  grant of an  Option  shall  be,  for all
purposes,  the date on which the Administrator makes the determination  granting
such option, or such later date as is determined by the Administrator. Notice of
the  determination  shall be provided to each Optionee  within a reasonable time
after the date of such grant.

     14.  Amendment and Termination of the Plan.

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

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

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

     15.  Conditions Upon Issuance of Shares.

          (a)  Legal  Compliance.  Shares  shall not be issued  pursuant  to the
     exercise of an Option  unless the  exercise of such Option and the issuance
     and delivery of such Shares shall  comply with all relevant  provisions  of
     law, including, without limitation, the Securities Act of 1933, as amended,
     the  Exchange  Act,  the  rules  and  regulations  promulgated  thereunder,
     Applicable  Laws, and the  requirements  of any stock exchange or quotation
     system  upon which the  Shares  may then be listed or quoted,  and shall be
     further  subject to the approval of counsel for the Company with respect to
     such compliance.

          (b)  Investment Representations.  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.

     16.  Liability of Company.

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

          (b)  Grants Exceeding  Allotted Shares.  If the Optioned Stock covered
     by an Option exceeds,  as of the date of grant,  the number of Shares which
     may be issued under the Plan without additional shareholder approval,  such
     Option shall be void with  respect to such excess  Optioned  Stock,  unless
     shareholder approval of an amendment sufficiently  increasing the number of
     Shares  subject to the Plan is timely  obtained in accordance  with Section
     14(b) of the Plan.

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