ACTEL CORPORATION

                        1993 DIRECTORS' STOCK OPTION PLAN

                   Amended and Restated as of January 24, 1997


     1.   Purposes of the Plan.  The  purposes of this  Directors'  Stock Option
Plan are to attract  and  retain the best  available  personnel  for  service as
Directors  of the  Company,  to  provide  additional  incentive  to the  Outside
Directors of the Company to serve as Directors, and to encourage their continued
service on the Board.

          All options granted hereunder shall be "nonstatutory stock options".

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

          (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)  "Continuous  Status as a Director"  shall mean the absence of any
     interruption or termination of service as a Director.

          (f)  "Director" shall mean a member of the Board.

          (g)  "Effective Date" shall have the meaning as set forth in Section 6
     below.

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

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

          (j)  "First  Option"  shall  have the  meaning as set forth in Section
     4(b)(ii) below.

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

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

          (m)  "Optionee" shall mean an Outside Director who receives an Option.

          (n)  "Outside Director" shall mean a Director who is not an Employee.

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

          (p)  "Plan" shall mean this 1993 Directors' Stock Option Plan.

          (q)  "Share"  shall mean a share of the Common  Stock,  as adjusted in
     accordance with Section 11 of the Plan.

          (r)  "Subsequent  Option"  shall  have  the  meaning  as set  forth in
     Section 4(b)(iii) below.

          (s)  "Subsidiary" shall mean 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 11 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 200,000 Shares (the "Pool") of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock.

          If an Option  should  expire or become  unexercisable  for any  reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated,  become available for
future grant under the Plan.  If Shares which were  acquired upon exercise of an
Option are subsequently repurchased by the Company, such Shares shall not in any
event be returned to the Plan and shall not become  available  for future  grant
under the Plan.

     4.   Administration of and Grants of Options under the Plan.

          (a)  Administrator.  Except as  otherwise  required  herein,  the Plan
     shall be administered by the Board.

          (b)  Procedure  for  Grants.  The Board may grant  Options  to Outside
     Directors  hereunder,  and on such terms, as are decided in its discretion.
     Additionally,   Options  shall   automatically  be  granted   hereunder  in
     accordance with the following provisions:

               (i)  After  August 1,  1997,  each  person  who first  becomes an
          Outside Director shall be automatically  granted an Option to purchase
          20,000  Shares (the  "First  Option") on the date on which such person
          first becomes an Outside  Director,  whether  through  election by the
          shareholders  of the Company or  appointment by the Board of Directors
          to fill a vacancy.

              (ii)  Beginning on August 1, 1997, each Outside  Director shall be
          automatically   granted  an  Option  to  purchase   5,000   Shares  (a
          "Subsequent  Option") on August 1 of each year if, on such date, he or
          she shall have served on the Board for at least six (6) months.

             (iii)  Notwithstanding  the provisions of subsections  (i) and (ii)
          hereof,  in the event  that a grant  would  cause the number of Shares
          subject to  outstanding  Options plus the number of Shares  previously
          purchased upon exercise of Options to exceed the Pool,  then each such
          automatic  grant  shall be for that  number  of Shares  determined  by
          dividing the total number of Shares  remaining  available for grant by
          the number of Outside  Directors  on the  automatic  grant  date.  Any
          further  grants  shall then be  deferred  until such time,  if any, as
          additional  Shares  become  available for grant under the Plan through
          action of the  shareholders to increase the number of Shares which may
          be issued  under the Plan or through  cancellation  or  expiration  of
          Options previously granted hereunder.

              (iv)  Notwithstanding  the provisions of subsections  (i) and (ii)
          hereof,  any grant of an Option made  before the Company has  obtained
          shareholder  approval of the Plan in accordance with Section 17 hereof
          shall be conditioned upon obtaining such  shareholder  approval of the
          Plan in accordance with Section 17 hereof.

               (v)  The terms of a First Option  granted  hereunder  shall be as
          follows:

                    (A)  the First  Option shall be  exercisable  only while the
               Outside Director remains a Director of the Company, except as set
               forth in Section 9 hereof.

                    (B)  the exercise  price per Share shall be 100% of the fair
               market value (as defined in Section 8(b)  hereunder) per Share on
               the date of grant of the First Option.

                    (C)  the First Option shall vest and become  exercisable  as
               to 25% of the  Shares  subject  to the First  Option on the first
               anniversary  of the  date  of the  Company's  annual  shareholder
               meeting occurring in each of the first, second, third, and fourth
               calendar  year  following  the calendar year in which the date of
               grant occurred,  subject to the provisions set forth in Section 9
               below.

              (vi)  The terms of a Subsequent  Option granted hereunder shall be
          as follows:

                    (A)  the Subsequent  Option shall be exercisable  only while
               the Outside Director remains a Director of the Company, except as
               set forth in Section 9 hereof.

                    (B)  the exercise  price per Share shall be 100% of the fair
               market  value  per  Share on the date of grant of the  Subsequent
               Option.

                    (C)  the  Subsequent  Option shall become  exercisable as to
               one  hundred   percent  (100%)  of  the  Shares  subject  to  the
               Subsequent Option on the date of the Company's annual shareholder
               meeting  occurring  in the fourth  calendar  year  following  the
               calendar year in which the date of grant occurred, subject to the
               provisions set forth in Section 9 below.

          (c)  Powers of the Board.  Subject to the provisions and  restrictions
     of the Plan, the Board shall have the authority, in its discretion:  (i) to
     grant discretionary stock options to Outside Directors,  upon such terms as
     are  determined by the Board in its  discretion,  (ii) to  determine,  upon
     review of relevant  information  and in accordance with Section 8(b) of the
     Plan,  the fair market value of the Common  Stock;  (iii) to determine  the
     exercise  price per share of Options to be granted,  which  exercise  price
     shall be determined in  accordance  with Section 8(a) of the Plan;  (iv) to
     interpret  the  Plan  and  to  prescribe,   amend  and  rescind  rules  and
     regulations relating to the Plan; (v) to authorize any person to execute on
     behalf of the Company any instrument required to effectuate the grant of an
     Option  previously   granted   hereunder;   and  (vi)  to  make  all  other
     determinations  deemed necessary or advisable for the administration of the
     Plan.

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

          (e)  Suspension or Termination  of Option.  If the President or his or
     her designee  reasonably  believes that an Optionee has committed an act of
     misconduct,  the President may suspend the Optionee's right to exercise any
     option  pending a  determination  by the Board of Directors  (excluding the
     Outside  Director  accused of such  misconduct).  If the Board of Directors
     (excluding the Outside Director  accused of such misconduct)  determines an
     Optionee  has  committed  an  act  of  embezzlement,   fraud,   dishonesty,
     nonpayment of an obligation  owed to the Company,  breach of fiduciary duty
     or deliberate  disregard of the Company rules resulting in loss,  damage or
     injury to the Company,  or if an Optionee makes an unauthorized  disclosure
     of any Company  trade secret or  confidential  information,  engages in any
     conduct  constituting unfair  competition,  induces any Company customer to
     breach a contract  with the Company or induces any  principal  for whom the
     Company acts as agent to terminate  such agency  relationship,  neither the
     Optionee  nor his or her estate  shall be entitled  to exercise  any option
     whatsoever. In making such determination, the Board of Directors (excluding
     the Outside Director accused of such misconduct) shall act fairly and shall
     give the  Optionee  an  opportunity  to  appear  and  present  evidence  on
     Optionee's  behalf at a hearing  before  the  Board or a  committee  of the
     Board.

     5.   Eligibility.  Options  may be granted  only to Outside  Directors.  An
Outside  Director  who has been granted an Option may, if he or she is otherwise
eligible, be granted an additional Option or Options.

          The Plan shall not confer upon any  Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director,  nor
shall it  interfere in any way with any rights which the Director or the Company
may have to terminate his or her directorship at any time.

     6.   Term of Plan;  Effective Date. The Plan shall become  effective on 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 "Effective Date"). It shall continue in effect for a term of ten (10) years
unless  sooner  terminated  under  Section  13  of  the  Plan,  subject  to  the
limitations set forth in this Plan.

     7.   Term of Option.  The term of each Option  shall be ten (10) years from
the date of grant thereof.

     8.   Exercise Price and Consideration.

          (a)  Exercise Price. The per Share exercise price for the Shares to be
     issued  pursuant to exercise of an Option  shall be 100% of the fair market
     value per Share on the date of grant of the Option.

          (b)  Fair Market  Value.  The fair market value per Share shall be the
     mean  of  the  bid  and   asked   prices  of  the   Common   Stock  in  the
     over-the-counter  market  on the date of  grant,  as  reported  in The Wall
     Street  Journal  (or,  if not so  reported,  as  otherwise  reported by the
     National  Association of Securities Dealers Automated Quotation  ("NASDAQ")
     System)  or, in the event  that the  Common  Stock is traded on the  NASDAQ
     National Market System or listed on a stock exchange, the fair market value
     per Share shall be the closing price on such system or exchange on the date
     of grant of the Option,  as reported in The Wall Street Journal,  provided,
     however, that if such market or exchange is closed on the date of the grant
     of the Option  then the fair  market  value per Share shall be based on the
     most recent date on which such trading  occurred  immediately  prior to the
     date of the grant of the Option;  provided,  further,  that for purposes of
     First  Options  granted on the  Effective  Date,  the fair market value per
     share shall be the initial public  offering price 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.

          (c)  Form of  Consideration.  The  consideration  to be  paid  for the
     Shares to be issued upon  exercise of an Option shall  consist  entirely of
     cash,  check,  other  Shares  having  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 (which, if acquired from the Company,  shall
     have been held for at least six  months),  delivery of a properly  executed
     exercise notice together with  instructions to a broker to deliver promptly
     to the Company  the amount of sale  proceeds  required to pay the  exercise
     price,  or any  combination  of such  methods of  payment  and/or any other
     consideration  or method of payment as shall be permitted under  applicable
     corporate law.

     9.   Exercise of Option.

          (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any  Option
     granted  hereunder  shall be  exercisable at such times as are set forth in
     Section 4(b) hereof or, with respect to a  discretionary  grant, as decided
     by the Board in its discretion; provided, however, that no Options shall be
     exercisable  until  shareholder  approval  of the Plan in  accordance  with
     Section 17 hereof has been obtained.

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

               An Option shall be deemed to be exercised  when written notice of
     such exercise has been given to the Company in accordance with the terms of
     the Option by the person  entitled to exercise  the Option and full payment
     for the  Shares  with  respect to which the  Option is  exercised  has been
     received by the Company.  Full payment may consist of any consideration and
     method of  payment  allowable  under  Section  8(c) of the Plan.  Until the
     issuance (as evidenced by the appropriate entry on the books of the Company
     or of a duly  authorized  transfer  agent  of  the  Company)  of the  stock
     certificate  evidencing such Shares,  no right to vote or receive dividends
     or any other  rights as a  shareholder  shall  exist  with  respect  to the
     Optioned  Stock,  notwithstanding  the  exercise  of the  Option.  A  share
     certificate  for the  number of Shares so  acquired  shall be issued to the
     Optionee as soon as practicable after exercise of the Option. No adjustment
     will be made for a dividend  or other  right for which the  record  date is
     prior to the date the stock  certificate  is issued,  except as provided in
     Section 11 of the Plan.

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

          (b)  Termination  of  Status as a  Director.  If an  Outside  Director
     ceases to serve as a Director,  he or she may,  but only  within  three (3)
     months (or such  other  period of time not  exceeding  six (6) months as is
     determined  by the Board)  after the date he or she ceases to be a Director
     of the Company, exercise his or her Option to the extent that he or she was
     entitled to exercise  it at the date of such  termination.  Notwithstanding
     the foregoing,  in no event may the Option be exercised  after its term set
     forth in Section 7 has expired.  To the extent that such  Outside  Director
     was not entitled to exercise an Option at the date of such termination,  or
     does not  exercise  such Option  (which he or she was entitled to exercise)
     within the time specified herein, the Option shall terminate.

          (c)  Disability of Optionee. Notwithstanding the provisions of Section
     9(b)  above,  in the event a  Director  is unable  to  continue  his or her
     service as a Director  with the Company as a result of his or her total and
     permanent  disability  (as  defined in  Section  22(e)(3)  of the  Internal
     Revenue Code), he or she may, but only within six (6) months (or such other
     period of time not  exceeding  twelve (12) months as is  determined  by the
     Board) from the date of such termination, exercise his or her Option to the
     extent  he or  she  was  entitled  to  exercise  it at  the  date  of  such
     termination.  Notwithstanding the foregoing,  in no event may the Option be
     exercised after its term set forth in Section 7 has expired.  To the extent
     that he or she was not  entitled  to  exercise  the  Option  at the date of
     termination, or if he or she does not exercise such Option (which he or she
     was  entitled to exercise)  within the time  specified  herein,  the Option
     shall terminate.

          (d)  Death of Optionee. In the event of the death of an Optionee:

               (i)  during  the term of the Option who is, at the time of his or
          her  death,  a  Director  of the  Company  and who shall  have been in
          Continuous Status as a Director since the date of grant of the Option,
          the Option  may be  exercised,  at any time  within six (6) months (or
          such lesser period of time as is  determined  by the Board)  following
          the  date of  death,  by the  Optionee's  estate  or by a  person  who
          acquired the right to exercise  the Option by bequest or  inheritance,
          but only to the  extent  of the  right to  exercise  that  would  have
          accrued had the Optionee  continued  living and remained in Continuous
          Status as Director  for six (6) months (or such lesser  period of time
          as  is   determined   by  the   Board)   after   the  date  of  death.
          Notwithstanding the foregoing, in no event may the Option be exercised
          after its term set forth in Section 7 has expired.

              (ii)  within three (3) months (or such lesser period of time as is
          determined by the Board) after the termination of Continuous Status as
          a Director,  the Option may be  exercised,  at any time within six (6)
          months  following the date of death, by the Optionee's  estate or by a
          person who  acquired  the right to  exercise  the Option by bequest or
          inheritance,  but only to the extent of the right to exercise that had
          accrued at the date of termination.  Notwithstanding the foregoing, in
          no event  may the  option  be  exercised  after  its term set forth in
          Section 7 has expired.

     10.  Nontransferability  of Options.  The Option may not be sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution. The designation of a beneficiary
by an Optionee does not constitute a transfer. An Option may be exercised during
the lifetime of an Optionee  only by the  Optionee or a transferee  permitted by
this Section.

     11.  Adjustments Upon Changes in Capitalization  or Merger.  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.

          In the  event  of  the  proposed  dissolution  or  liquidation  of the
Company, the Option will terminate immediately prior to the consummation of such
proposed action,  unless otherwise  provided by the Board. 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.

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

     12.  Time of Granting  Options.  The date of grant of an Option shall,  for
all purposes,  be the date  determined  in accordance  with Section 4(b) hereof.
Notice of the  determination  shall be given to each Outside Director to whom an
Option is so granted within a reasonable time after the date of such grant.

     13.  Amendment and Termination of the Plan

          (a)  Amendment and  Termination.  The Board may amend or terminate the
     Plan from time to time in such  respects  as the Board may deem  advisable;
     provided  that,  to the extent  necessary and desirable to comply with Rule
     16b-3 under the Exchange Act (or any other  applicable law or  regulation),
     the Company  shall obtain  approval of the  shareholders  of the Company to
     Plan  amendments  to the extent and in the manner  required  by such law or
     regulation.

          (b)  Effect  of  Amendment  or  Termination.  Any  such  amendment  or
     termination  of the Plan that would impair the rights of any Optionee shall
     not affect Options  already granted to such Optionee and such Options shall
     remain in full  force and  effect as if this Plan had not been  amended  or
     terminated,  unless mutually agreed otherwise  between the Optionee and the
     Board,  which  agreement  must be in writing and signed by the Optionee and
     the Company.

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

          As a condition to the  exercise of an Option,  the Company may require
the person  exercising  such Option to 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 relevant provisions of law.

          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.

     15.  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.

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

     17.  Shareholder Approval.

          (a)  Continuance  of the Plan  shall be  subject  to  approval  by the
     shareholders  of the  Company  at or prior to the first  annual  meeting of
     shareholders  held  subsequent to the granting of an Option  hereunder.  If
     such shareholder approval is obtained at a duly held shareholders' meeting,
     it may be obtained by the affirmative  vote of the holders of a majority of
     the  outstanding  shares of the Company present or represented and entitled
     to vote  thereon.  If such  shareholder  approval  is  obtained  by written
     consent,  it may be  obtained  by the  written  consent of the holders of a
     majority of the outstanding shares of the Company.

          (b)  Any required approval of the shareholders of the Company shall be
     solicited  substantially  in accordance  with Section 14(a) of the Exchange
     Act and the rules and regulations promulgated thereunder.

     18.  Information to Optionees.  The Company shall provide to each Optionee,
during the period for which such  Optionee has one or more Options  outstanding,
copies  of all  annual  reports  to  shareholders,  proxy  statements  and other
information provided to all shareholders of the Company.