From:             McArthur, Barbara

To:               Actel U.S. Employees

Subject:          Stock Option Exchange Reminder

Sent:             Mon 6/25/01 6:51 PM



This Friday, June 29th is the deadline for the Stock Option Exchange Program.

As you consider whether or not to tender any options for exchange (or whether or
not to withdraw  options that you have already  tendered),  let me remind you of
the major risks:

o    NOBODY KNOWS AT WHAT EXERCISE PRICE THE REPLACEMENT OPTIONS WILL BE GRANTED

     o    If you participate in the option exchange program, you run the risk
          that you may be  granted a new  option  with an  exercise price higher
          than the option you tendered for cancellation.

     o    If you don't participate in the option exchange  program,  you run the
          risk that you might  have  been granted a new option with an  exercise
          price  lower than the option you decided to keep.

o    NOBODY KNOWS IF EVERGREEN OR OTHER OPTIONS  GRANTED DURING THE NEXT SIX
     MONTHS WILL HAVE A HIGHER OR LOWER EXERCISE PRICE THAN THE  REPLACEMENT
     OPTIONS

     o    If you participate in the option exchange program, you run the risk
          that you may be granted an evergreen,  promotion or other option  with
          an  exercise  price  higher  than the  option you otherwise would have
          received.

     o    If you don't participate in the option exchange  program,  you run the
          risk that you might have been  granted  an  evergreen, promotion  or
          other option with an exercise price lower than the option you
          received.

o    IF YOU DO NOT REMAIN AN EMPLOYEE ON THE DATE REPLACEMENT OPTIONS ARE
     GRANTED, YOU WILL NOT RECEIVE ANY NEW OPTIONS (OR ANYTHING ELSE) FOR YOUR
     OPTIONS THAT WERE CANCELLED

     o    If you participate in the option exchange program, you run the risk
          that  you may not be  employed  by Actel on the date the replacement
          options  are  granted.  If  you  leave  Actel  - voluntarily or
          involuntarily or for any other reason - before the new options are
          granted,  you will receive nothing for the options that were  tendered
          by you for exchange and  cancelled by us.

     o    NEITHER THE OPTION EXCHANGE PROGRAM NOR YOUR  PARTICIPATION IN THE
          PROGRAM IS A GUARANTEE OF EMPLOYMENT FOR ANY PERIOD.  YOUR EMPLOYMENT
          WITH ACTEL REMAINS "AT WILL"  EMPLOYMENT AND MAY BE TERMINATED AT ANY
          TIME BY EITHER YOU OR ACTEL, WITH OR WITHOUT CAUSE OR NOTICE.

     o    In general, options must be exercised within 30 days following termi-
          nation as an employee.  Longer periods are provided if termination
          occurs as a result of total and permanent disability (six months) or
          death (one year).  If you participate in






          the option exchange program and your employment were to terminate
          before replacement options are granted as a result of total and
          permanent disability or death, you would lose the benefit of the
          longer exercise period with respect to options tendered by you for
          exchange and cancelled by us. In addition, Actel's option plans
          provide for accelerated vesting of all options  that are unvested at
          the time of death.  This acceleration would not apply to options that
          have been cancelled.

Remember -- to exchange options, Election forms must be faxed or handed to Vicky
Huang (Bldg. 3) by 9:00 PDT this Friday, June 29.

/BMc

Barbara McArthur
VP Human Resources
Actel Corporation
Direct 408.522.4565
Fax 408.522.4485
barbara.mcarthur@actel.com