<PAGE>

                                                                   EXHIBIT 10(x)

                                 TEKTRONIX, INC.

                           DEFERRED COMPENSATION PLAN

                                2005 RESTATEMENT

                                 JANUARY 1, 2005

TEKTRONIX, INC.
14200 SW KARL BRAUN DRIVE
BEAVERTON, OREGON 97077                                                  COMPANY

                             (STOEL RIVES LLP LOGO)

                                ATTORNEYS AT LAW

                            STANDARD INSURANCE CENTER
                         900 SW FIFTH AVENUE, SUITE 2600
                           PORTLAND, OREGON 97204-1268
                     Phone (503) 224-3380 Fax (503) 220-2480
                               TDD (503) 221-1045
                             Internet: www.stoel.com

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
1.  Effective Dates and Transition Provisions............................     2

2.  Purposes; Administration; Affiliates; Plan Year......................     3

3.  Eligibility..........................................................     3

4.  Compensation Deferral................................................     4

5.  Deferred Compensation Accounts; Vesting..............................     6

6.  Irrevocable Trust....................................................    10

7.  Time and Manner of Payment...........................................    10

8.  Withdrawal Payments..................................................    13

9.  Death................................................................    15

10. Termination; Amendment...............................................    16

11. Claims Procedures....................................................    18

12. General Provisions...................................................    21

13. Effective Date.......................................................    22

APPENDIX A...............................................................    23
</TABLE>


                                        i

<PAGE>

                                 INDEX OF TERMS

<TABLE>
<CAPTION>
TERM                      SECTION                                           PAGE
----                      -------                                           ----
<S>                     <C>                                                 <C>
10-Year Treasury Rate   Appendix A                                            23

Account                 5.1                                                    6
Affiliate               2.4                                                    3
APIP                    Preamble                                               1

Board Members           Preamble                                               3
Bonus                   4.1.4                                                  5

Cash Balance Plan       2.2                                                    3
Change in Control       10.3                                                  18
Committee               2.3                                                    3
Commission              4.1.4                                                  5
Company                 Preamble                                               1

DCP                     Preamble                                            1, 2
Director Fees           4.1.4                                                  5

EPS                     Preamble                                            1, 2
Earnings Credit         5.3                                                    9
Employer                2.4                                                    3

401(k) Plan             2.2                                                    3
FICA                    5.5                                                    9

GVG Plan                Preamble                                            1, 2

401(k) Make-Up          5.2.2                                                  7

Participant             3.7                                                    4
Pension Make-Up         5.2.3                                                  7
Pension Supplement      5.2.4                                                  8
Plan Year               2                                                      3
Prime Rate              Appendix A                                            23

REP                     Preamble                                               1

Salary                  4.1.4                                                  5
SERP                    Preamble                                            1, 2
Stock Deferral Plan     Preamble                                               1
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                     <C>                                                 <C>
Trust                   6.3                                                   10

Vesting                 5.4                                                    9
</TABLE>


                                       iii
<PAGE>

                                 TEKTRONIX, INC.

                           DEFERRED COMPENSATION PLAN

                                2005 RESTATEMENT

                                 JANUARY 1, 2005

TEKTRONIX, INC.
14200 SW KARL BRAUN DRIVE
BEAVERTON, OREGON 97077                                                  COMPANY

          As of December 31, 2004, the Company maintained the following unfunded
nonqualified deferred compensation plans for select groups of management or
highly compensated employees:

          Plan accounts maintained for former employees under an inactive plan,
          pending payment ("EPS")

          The Grass Valley Group, Inc. GVG Executive Incentive Compensation Plan
          ("GVG Plan")

          Tektronix, Inc. Supplemental Executive Retirement Plan ("SERP")

          Tektronix, Inc. Retirement Equalization Plan, relating to supplements
          to benefits under the Tektronix Cash Balance Plan ("REP")

          Tektronix Deferred Compensation Plan, relating to certain incentive
          compensation ("APIP")

          Tektronix, Inc. Deferred Compensation Plan, also known as the
          Executive Deferred Compensation Plan, relating to deferral of
          compensation generally and covering both management employees and
          Board Members ("DCP")

          Tektronix, Inc. Stock Deferral Plan, relating to deferral of director
          and employee compensation payable in Tektronix, Inc. common stock
          ("Stock Deferral Plan")

          The Company adopted an interim 2005 Restatement to restate the DCP, as
last amended on September 8, 2003, primarily to change the Deferral Period for
members of the Board of Directors of the Company ("Board Members") from a fiscal
year to a calendar year. This Restatement includes and supersedes the provisions
of the interim 2005 Restatement. The provisions of the interim 2005 Restatement
shall have no separate effect on operation.

          The EPS, the GVG Plan, the SERP, the REP and the APIP are frozen
effective as of various dates; no new deferred compensation credit accrues under
the plans and accounts are maintained solely for the purpose of providing for
earnings credit and distributions in accordance with applicable distribution
terms and elections. The Company also desires to consolidate the EPS, the GVG
Plan, the SERP, the REP and the APIP into the DCP, which shall be the surviving

<PAGE>

plan, for administrative efficiency, and to amend the EPS, the GVG Plan, the
SERP, the REP, the APIP and DCP to comply with section 409A of the Internal
Revenue Code ("Code"), to coordinate payment and investment credit features and
to make other changes as provided below. After the consolidation, Tektronix will
maintain the DCP and the Stock Deferral Plan. The Stock Deferral Plan will be
amended separately and maintained under a separate plan document.

          The Company intends to preserve the terms of the DCP substantially in
effect as of December 31, 2004 with respect to the vested DCP Account balances
as of December 31, 2004 to avoid the requirements of section 409A of the Code
with respect to such balances. The preservation does not extend to the benefits
or Account balances from before 2005 under the EPS, the GVG Plan, the SERP, the
REP and APIP even though the GVG Plan, the SERP, the REP and APIP will merge
into the DCP. The Committee shall keep separate subaccounts for the former EPS,
GVG Plan, SERP, REP and APIP balances and amounts that deferred or become vested
under the DCP after December 31, 2004 to assure preservation of the pre-2005 DCP
benefits as if the pre-2005 DCP vested balances were a separate plan. Amounts
that are deferred or that become vested under the DCP after December 31, 2004
are subject to section 409A of the Code.

          The DCP (the "Plan") is amended and restated as follows:

1.   EFFECTIVE DATES AND TRANSITION PROVISIONS

     1.1 This 2005 Restatement amends the Plan as most recently amended on
September 8, 2003 and amends and supersedes an earlier 2005 Restatement and is
generally effective January 1, 2005 except as provided below. The terms of this
2005 Restatement amend and supersede all of the terms of the EPS, the GVG Plan,
the SERP, the REP and the APIP, as applicable, including the time and form of
benefit payments.

     1.2 The EPS, the GVG Plan, the SERP, the REP and the APIP are merged into
the Plan and the amendments by this Restatement of the EPS, the GVG Plan, the
SERP, the REP and the APIP are subject to the special effective dates provided
in Appendix A. The various special elections concerning time and form of payment
of the EPS, the GVG Plan, the SERP, the REP and the APIP subaccount balances
shall not apply to DCP balances described in 7.10 and 8.1.2.

     1.3 The Deferral Period (as defined in the Plan as in effect before January
1, 2005) is changed as follows:

          1.3.1 The Deferral Period for Board Members that ends August 31, 2005
     shall remain effective and shall apply to Director Fees (as defined in the
     Plan as in effect before January 1, 2005) for services through September
     22, 2005. No deferral of director fees will be allowed for services
     performed from September 23, 2005 to December 31, 2005.

          1.3.2 Effective January 1, 2006, the applicable period for deferrals
     by Board Members under 4.1 shall be the calendar year. Deferral elections
     of Board Members for director fees for services in 2006 must be submitted
     to the Committee in accordance with Committee procedures by December 31,
     2005.


                                       2

<PAGE>

2.   PURPOSES; ADMINISTRATION; AFFILIATES; PLAN YEAR

     2.1 This Plan is maintained to provide for payment of deferred compensation
formerly provided under separate arrangements maintained under separate
documents, as modified to comply with section 409A of the Code, and to allow
more simple and efficient administration. The Plan is designed to provide
unfunded deferred compensation for a select group of highly compensated or
management employees and to qualify as such a plan under section 2520.104-23 and
related provisions of Department of Labor regulations under the Employee
Retirement Income Security Act of 1974, as amended.

     2.2 This Plan is maintained to permit eligible employees of the Company and
any of its participating Affiliates under 2.4 to defer a portion of what would
otherwise be current compensation. The Plan also provides deferred compensation
credits for amounts by which employer contributions for eligible employees under
the Tektronix 401(k) Plan ("401(k) Plan") and accruals under the Tektronix Cash
Balance Plan ("Cash Balance Plan") are reduced because taxable compensation of
the participant for a Plan Year is reduced by elective deferrals under the Plan.
The Plan also provides deferred compensation credits to certain employees to
supplement benefits under the Cash Balance Plan.

     2.3 The Plan shall be administered by an Administrative Committee
("Committee") appointed by the chief executive officer of the Company, or the
officer's delegate. The Committee shall interpret the Plan and make
determinations about participation and benefits. Any decision by the Committee
within its authority shall be final and binding on all parties. The Committee
shall have absolute discretion in carrying out its responsibilities in
accordance with the provisions of this Plan and applicable law. The Committee
may delegate all or part of its authority.

     2.4 The Plan shall apply to the Company and its Affiliates. An Affiliate is
a corporation or other entity that has been designated an Affiliate for this
purpose by the Committee. The designation of an Affiliate may include special
provisions that apply only to the Affiliate, its employees and members of its
board of directors. The term "Employer" refers to the Company and all designated
Affiliates.

     2.5 The "Plan Year" shall be the calendar year.

3.   ELIGIBILITY

     3.1 Board Members are eligible for deferral of compensation as provided in
4.1.

     3.2 Employees who are United States "Senior Managers" or hold more senior
positions are eligible for deferral of compensation as provided in 4.1 and
401(k) make-up credits and pension make-up credits as provided in 5.2.2 and
5.2.3.

     3.3 Officers who are subject to section 16(b) of the Securities Exchange
Act of 1934 are eligible for pension supplement credits as provided in 5.2.4.

     3.4 The Committee may determine that any employee of an Employer shall be
eligible to participate for a Plan Year and may determine before a Plan Year or
before


                                       3

<PAGE>

employment starts that an employee who otherwise holds an eligible position is
not eligible for the year. If an employee holds an eligible position but changes
employment status or is no longer approved by the Committee for participation
during a year, participation in compensation deferrals under 4.1 below and
participation in credits for 401(k) make-up, pension make-up and pension
supplement under 5.2.2, 5.2.3 and 5.2.4 below shall continue for the remainder
of the Plan Year. Discontinuation of eligibility and credits shall not
constitute a termination of employment and shall not trigger a payment of
benefits, nor will it discontinue earnings credits or affect the participant's
ability to select among guideline investment funds (if any) on the same basis as
other participants.

     3.5 An eligible Board Member or employee must enroll to begin or continue
participation in this Plan. Such enrollment shall constitute acceptance of any
changes associated with merging a deferred compensation balance from a prior
plan into this Plan, if applicable, and other changes under this Restatement.
The enrollment shall include an election of time and manner of payment of
amounts not covered by an election described in 3.6. An election described in
3.6 may serve as enrollment.

     3.6 An eligible Board Member or employee may participate in elective
deferrals and an eligible employee may participate in related 401(k) make-up
credits and pension make-up credits by filing a deferral election as provided in
4.1.

     3.7 A person eligible to elect deferral or who has an Account under the
Plan shall be known as a participant.

4.   COMPENSATION DEFERRAL

     4.1 Eligible Board Members and eligible employees may elect for each Plan
Year (or part Plan Year under 4.2.3) to defer director fees payable in cash,
salary, bonus or commissions otherwise payable for the year or part year, and
eligible employees may elect to defer bonuses payable under the Tektronix Annual
Performance Incentive Plan, as follows:

          4.1.1 The amount of director fees payable in cash, salary, bonus or
     commissions deferred may be expressed as a whole percentage of director
     fees, salary, bonus or commissions for the year or as a specified dollar
     amount. The percentage designated shall apply automatically to any director
     fee or pay changes in the year. The maximum deferral shall be 100 percent
     of director fees payable in cash, 100 percent of commissions, and 90
     percent of salary, subject to automatic reduction to accommodate
     withholding of amounts required by law and amounts elected before the
     beginning of the year to provide benefits under any benefit plan of the
     Company or an Affiliate.

          4.1.2 A bonus deferral shall be governed by the election for the
     Company's fiscal year for which the bonus is payable. The amount deferred
     may be expressed as a whole percentage of bonus or as a specified dollar
     amount. An election of a specified dollar amount shall be treated as an
     election of the lower of 100 percent of the bonus or the specified dollar
     amount. The maximum deferral shall be 100 percent of the bonus, subject to
     automatic reduction to accommodate withholding of amounts required by law


                                       4

<PAGE>

     and amounts elected before the beginning of the year to provide benefits
     under any benefit plan of the Company or an Affiliate.

          4.1.3 The minimum deferral amount for a participant for a Plan Year
     shall be $5,000, taking into account all deferrals by the participant of
     director fees, salary, commission and bonus for the Plan Year under the
     Plan and the Stock Deferral Plan. Bonus amounts are taken into account in
     the Plan Year in which the bonus is payable. Elections for all amounts
     under all Plans must be filed and irrevocable not later than as provided
     under 4.2 for any amount otherwise payable in the year. The Committee may
     determine at any time that a participant's elections will fail to provide
     for the minimum deferral amount and are void. The Committee shall disregard
     failure caused by a decline in the value of Stock during the year. If
     elections are void, the amounts shall not be deferred and the Committee may
     determine the timing of the compensation that fails to be deferred,
     provided that the amounts shall be paid and included in income before the
     end of the Plan Year. If the deferral fails to satisfy the minimum solely
     because of the termination of services of the Board Member or the
     termination of employment or change of position or compensation of the
     employee, the deferral elections shall not be void.

          4.1.4 The following compensation is subject to deferral:

               (a) "Bonus" means only performance based compensation under the
          Tektronix Annual Performance Incentive Plan.

               (b) "Director fees" means retainer, chair and director or special
          committee meeting fees otherwise payable in cash unless deferred under
          the Plan or the Stock Deferral Plan. Director fees do not include
          expenses that are paid or reimbursed or compensation payable only in a
          form other than cash.

               (c) "Salary" means base salary for the Plan Year and excludes
          commission, bonus, option, equity, severance, allowances, or other
          compensation, whether paid or reimbursed in cash or property.

               (d) "Commission" means commission compensation.

          4.1.5 The Committee may change the minimum and maximum deferrals and
     may decrease a participant's deferrals, but no change or decrease may be
     effective after an election becomes effective, except as provided in 4.1.1
     and 4.1.2.

     4.2 Deferral elections under the Plan shall be made in accordance with
procedures established by the Committee. The Committee will determine and notify
eligible employees how deferral elections will be calculated and charged to
reduce compensation. An election may not be revoked, even prospectively, with
respect to a Plan Year or bonus period after the applicable effective date.
Elections shall be effective as follows:

          4.2.1 An election to defer director fees, salary or commission must be
     filed with the Committee, and shall be effective and irrevocable, not later
     than the start of the Plan Year for which it applies, subject to 4.2.3.


                                       5

<PAGE>

          4.2.2 Subject to 4.2.3, an election to defer bonus must be filed with
     the Committee, and shall be effective and irrevocable, not later than six
     months before the end of the Company's fiscal year, or any earlier date
     that is the end of the performance period for the bonus. The election shall
     be ineffective if the participant fails to perform services continuously
     during the following period:

               (a) Starting the later of (i) the first day of the 12-month
          performance period for the bonus, or (ii) the date on which the
          performance criteria are established.

               (b) Ending on the earlier of (i) the date the deferral election
          is submitted and effective, or (ii) the date that is described in the
          first sentence of 4.2.2.

          4.2.3 The following shall apply to a Board Member or employee who
     first becomes eligible after the start of a Plan Year or a fiscal year:

               (a) The individual may elect to defer compensation for services
          performed after the election by submitting the election within 30 days
          after becoming eligible.

               (b) All arrangements that are required to be aggregated under
          applicable law shall be considered. An individual shall not be treated
          as first becoming eligible under the Plan if the individual is already
          eligible under another arrangement that is aggregated with the Plan to
          determine the "plan" that covers the individual.

               (c) The amount of bonus that is treated as compensation for
          services performed after the election and subject to the deferral
          election is a fraction of the bonus. The numerator of the fraction is
          the number of days of the fiscal year after the date the election is
          submitted. The denominator of the fraction is the number of days in
          the fiscal year.

          4.2.4 An election shall be effective only for one Plan Year, or part
     Plan Year under 4.2.3. A new election shall be required for each year.
     Separate elections shall be filed for director fees deferral, salary
     deferral, commission deferral and bonus deferral. Deferral elections shall
     be submitted in a format established by the Committee.

     4.3 The participant's compensation for the year shall be reduced by the
amounts deferred, subject to 4.1.3.

5.   DEFERRED COMPENSATION ACCOUNTS; VESTING

     5.1 An Account shall be maintained for each participant on the books of the
Company or other Employer, as applicable in accordance with the adoption
statement of the Employer, until full payment has been made to the participant
or beneficiaries under Sections 7 and 8. The following shall apply, subject to
Section 6:


                                       6

<PAGE>

          5.1.1 The Committee shall maintain such subaccounts under each Account
     as may be necessary to give effect to the participant's elections
     concerning time and form of payment, to proper earnings credit, to vesting,
     to preservation of pre-2005 terms for pre-2005 balances and to any other
     terms of the Plan that may affect the balance of the Account.

          5.1.2 Employer shall not be obligated to set aside or earmark any
     funds for the Account, which shall be purely a bookkeeping device.

          5.1.3 All amounts of deferred compensation under this plan shall
     remain at all times the unrestricted assets of the Employer, and the
     promise to pay the deferred amounts shall at all times remain unfunded as
     to the participants.

     5.2 The Accounts of participants shall be adjusted by the following:

          5.2.1 For each participant, credit for deferrals under 4.1. Amounts
     shall be credited as soon as practicable after the date the amount would
     have been paid if not deferred.

          5.2.2 For each participant, credit for 401(k) make-up as follows:

               (a) The credit for 401(k) make-up shall be the sum of the
          following differences:

                    (1) The difference between the recalculated match minus the
               actual match for the participant under the 401(k) Plan for the
               Plan Year. The difference may be zero.

                    (2) The difference between the recalculated basic
               contribution minus the actual basic contribution for the
               participant under the 401(k) Plan for the Plan Year. The
               difference may be zero.

               (b) The recalculated match and the recalculated basic
          contribution shall be calculated by adding to the participant's
          compensation for purposes of the 401(k) an amount equal to the
          participant's deferral credit under 5.2.1 for the Plan Year. However,
          the recalculation shall not count total compensation greater than the
          limit under section 401(a)(17) of the Code. Elective deferrals under
          the 401(k) Plan shall not be affected.

               (c) The "basic contribution" under the 401(k) Plan is any
          employer contribution other than matching contributions and
          participant-elected contributions.

               (d) Amounts shall be credited annually as soon as practicable
          after the amount is determined, which may be after the Plan Year.

          5.2.3 For each participant, credit for pension make-up as follows:


                                       7

<PAGE>

               (a) The credit for pension make-up shall be the difference
          between the recalculated accrual minus the actual accrual for the
          participant under the Cash Balance Plan for the Plan Year. The
          difference may be zero.

               (b) The recalculated accrual shall be determined by adding to the
          participant's compensation for purposes of the Cash Balance Plan
          accruals an amount equal to the participant's deferral credit under
          5.2.1 for the Plan Year. However, the recalculation shall not count
          total compensation greater than the limit under section 401(a)(17) of
          the Code. Interest or other earnings credit under the Cash Balance
          Plan terms shall be included in the accruals.

               (c) Amounts shall be credited annually as soon as practicable
          after the amount is determined, which may be after the Plan Year.

          5.2.4 For each participant eligible under 3.3, credit for pension
     supplement as follows:

               (a) The credit for pension supplement shall be the difference
          between the recalculated accrual minus the adjusted accrual.

               (b) The adjusted accrual is the sum of the accrual actually
          credited for the participant under the Cash Balance Plan for the Plan
          Year plus the pension make-up under 5.2.3 for the Plan Year.

               (c) The recalculated accrual shall be the amount that would have
          been accrued for the participant under the Cash Balance Plan if both
          of the following applied:

                    (1) The amount of the participant's deferral credit under
               5.2.1 for the Plan Year had been included in the participant's
               compensation under the Cash Balance Plan.

                    (2) The limitations of sections 401(a)(17) and 415 of the
               Code did not apply.

               (d) The actual pension supplement credit shall be determined by
          the Company in its discretion, and the actual supplement may differ
          from the specified calculation. No participant shall be entitled to
          any credit until the credit is finally determined by the Company and
          entered into Account records. Amounts shall be credited annually as
          soon as practicable after the amount is determined, which may be after
          the Plan Year.

               (e) The pension supplement credit shall not affect the
          participant's taxable compensation for the Plan Year and shall not
          take into account the participant's elections under the 401(k) Plan or
          other contributions under the 401(k) Plan, except as provided under
          the terms of the Cash Balance Plan.

          5.2.5 Credit for earnings as provided in 5.3. The credit may be
     negative.


                                       8

<PAGE>

          5.2.6 Amounts necessary to account for applicable withholding for
     Federal Insurance Contributions Act (FICA) taxes imposed on the credits
     under sections 3101, 3121(a) and 3121(v)(2) (as applicable) of the Code,
     and for tax withholding imposed by section 3401 of the Code and tax
     withholding imposed by state and local laws with respect to the FICA tax
     amount, including related pyramiding taxes, in accordance with procedures
     of the Committee and payroll practices and procedures of the Company.

     5.3 Employer shall add earnings credits to each participant's Account,
based on guideline investment earnings, until the entire Account has been paid
out, as follows:

          5.3.1 The Committee shall establish guideline investment funds with
     investment objectives fixed by the Committee, and may change the funds at
     its discretion. The guideline funds may parallel funds or other investments
     available under any insurance policy or policies purchased by the Company
     or Employer in connection with the Plan, funds available under any
     irrevocable trust established under Section 6, below, or other investment
     indexes identified from time to time by the Committee, but no Employer or
     trustee shall have any obligation to invest any amounts in any guideline
     fund.

          5.3.2 Each participant shall, under procedures established by the
     Committee, elect among available guideline funds for the participant's
     Account under this Plan. In the absence of a proper election, a guideline
     fund designated by the Committee will be used. Participant elections may be
     changed at such times and subject to such limits as may be fixed by the
     Committee.

          5.3.3 The Committee shall credit Accounts in accordance with earnings
     (which may be negative) of the elected guideline funds in accordance with
     procedures established by the Committee.

     5.4 A participant's Account shall be 100 percent vested at all times with
respect to deferral credits under 5.2.1 and related earnings credit. The 401(k)
make-up credit and related earnings credit shall be vested in the same
percentages as the participant's employer contributions under the 401(k) Plan.
The pension make-up credit and pension supplement credit and related earnings
credit shall be vested in the same percentages as the participant's benefit
under the Cash Balance Plan.

     5.5 Amounts, other than director fees, credited under 5.2 shall be treated
as wages for purposes of FICA taxes as follows:

          5.5.1 Credits for elected deferrals shall be treated as wages when the
     amounts deferred would otherwise have been paid.

          5.5.2 Credits for 401(k) make-up, pension make-up and pension
     supplement shall be treated as wages when they vest instead of when they
     are credited, if vesting is later. Related unvested earnings credits shall
     be treated as wages when they vest.

          5.5.3 Except as provided in 5.5.2, earnings credit is not treated as
     wages.


                                       9

<PAGE>

6.   IRREVOCABLE TRUST

     6.1 Employer may, but shall not be required to, establish an irrevocable
trust to cover the liabilities to participants in certain circumstances, and may
transfer cash or other property to such a trust. Employer may use the same trust
as may be established under the Stock Deferral Plan.

     6.2 If Employer creates a trust under 6.1 above, assets transferred to the
trust shall be invested as follows:

          6.2.1 Investment of such assets shall be at the absolute discretion of
     the Committee, the trustee, or both on a shared basis, as provided in the
     trust. Neither the Committee nor the trustee shall be required to invest in
     such funds in accordance with participants' elections under 5.3. The
     Committee and the trustee may, however, choose, in their discretion, to
     invest in the elected guideline funds in accordance with the elections.

          6.2.2 The guideline investment funds under 5.3 shall be purely for
     measuring the amount of earnings credits to Accounts.

     6.3 The trust under 6.1 shall be a grantor trust and all assets held in
trust shall be assets of Employer subject to the trust terms. All assets of the
trust shall at all times be subject to the claims of creditors of Employer in
circumstances described in the trust. Participants will not receive a vested
priority interest in the trust assets ahead of such creditors. Participants'
interests in the trust will be governed by the trust terms at all times.

     6.4 The trust terms may provide that the assets of the trust may be used to
pay amounts with respect the Stock Deferral Plan and with respect to certain
Accounts or subaccounts under the Plan and not others, subject to claims of
creditors.

7.   TIME AND MANNER OF PAYMENT

     7.1 Annual Election of Payment Date. Subject to 7.3, 7.10 and 7.11, for all
deferred amounts for a year (and subsequent earnings credit on the deferred
amounts for that year), including 401(k) make-up under 5.2.2, pension make-up
under 5.2.3 and pension supplement under 5.2.4, a participant shall elect a
Payment Date that is one of the following as selected under 7.6:

          7.1.1 Upon Termination. The date the participant's service as a Board
     Member or employment has terminated for any reason, including death and
     disability. Special provisions under 9 apply to termination by death. A
     participant is disabled if the Committee determines that any of the
     following apply:

               (a) The participant is unable to engage in any substantial
          gainful activity by reason of any medically determinable physical or
          mental impairment that can be expected to result in death or can be
          expected to last for a continuous period of not less than twelve
          months.


                                       10

<PAGE>

               (b) The participant is, by reason of any medically determinable
          physical or mental impairment that can be expected to result in death
          or can be expected to last for a continuous period of not less than
          twelve months, receiving income replacement benefits for a period of
          not less than three months under an accident and health plan covering
          employees of the Employer.

               (c) The Social Security Administration has determined the
          participant to be totally disabled.

          7.1.2 January After Termination. The January next following the date
     in 7.1.1.

          7.1.3 In-Service. The January selected by the participant that is not
     less than two years after the year subject to the deferral election.

     7.2 Default Payment Date. The Payment Date shall be the date in 7.1.1 if
either of the following apply:

          7.2.1 The participant has not properly elected a Payment Date.

          7.2.2 Payment of all amounts subject to an election under 7.1.3 has
     not been completed by the date in 7.1.1.

          7.2.3 The balance of the participant's Account is not more than
     $50,000 as of the date in 7.1.1.

     7.3 Form of Payment. Payment shall be in cash, delivered in the form of a
check or electronic funds transfer, as determined by the Committee. Subject to
7.4, 7.5 and 7.11, a participant's Account shall be paid in the following ways
as selected under 7.6:

          7.3.1 In a lump sum within 30 days after the Payment Date.

          7.3.2 In not more than 15 annual installments elected by the
     participant, starting as soon as practicable after the Payment Date, with
     subsequent installments in January each year.

     7.4 Special In-Service Payment Form. Payment under 7.1.3 shall be paid in
not more than five annual installments (including a single installment) elected
by the participant, starting as soon as practicable, but not more than 90 days,
after the Payment Date, subject to 7.2.2.

     7.5 Default Form of Payment. Payment shall be in a lump sum if any of the
following apply:

          7.5.1 A participant has not properly selected a form of payment.

          7.5.2 Termination of a Board Member's service before age 55 and five
     years of service.


                                       11

<PAGE>

          7.5.3 Termination of employment before age 55 and five years of
     service.

          7.5.4 Payment is subject to 7.2.2 or 7.2.3.

     7.6 Elections. In the deferral election under 4.1 for the year a
participant shall select a Payment Date under 7.1 and a form of payment under
7.3 or 7.4 for all deferred amounts and related earnings credits for the Plan
Year. The Committee may, in its discretion, establish rules and procedures to
allow a participant to elect more than one Payment Date and form of payment for
amounts deferred for a year and allocate the deferred amount between or among
Payment Dates. Subject to 7.10, the selection shall be irrevocable. If different
selections apply to different amounts for the year or different years, the
Account shall be appropriately divided to track earnings credits and payments
with respect to each selection.

     7.7 Installments. If installments are selected, the payout period shall be
specified in the deferral election. The installment size shall be fixed as of a
valuation date determined by the Committee preceding the first Payment Date and
each later December 31 as though equal installments were to be paid for the
remainder of the installment period, disregarding future earnings credits.

     7.8 Termination. A participant terminates service as a Board Member or
employment when no longer serving as a Board Member of, or employed by, an
Employer. A transfer from one Employer to another or to an affiliate shall not
constitute a termination of service as a Board Member or termination of
employment.

     7.9 Withholding. The Employer may withhold from any payments any income tax
or other amounts as required by law.

     7.10 Special Rules for Changing Form of Payment. Payment of amounts that
were credited to a participant's DCP account as of December 31, 2004 (and
subsequent related earnings credits) with respect to services performed before
January 1, 2005, and that were vested as of December 31, 2004, all pursuant to
the terms of the DCP in effect on October 3, 2004, shall be governed by such
terms and applicable elections in effect before January 1, 2005 and not by the
terms of this Restatement except as provided in Section 8 below and the
following restatement of pre-2005 Plan terms:

          7.10.1 A participant may change the form of a payment that is
     scheduled to start after termination by filing a new election with the
     Committee not less than 13 calendar months prior to the date of the
     participant's termination of services as a Board Member or employment. If
     termination occurs prior to the expiration of the 13-month period, the
     election shall not be effective.

          7.10.2 Subject to 7.10.1, the new election shall be effective with
     respect to all amounts described above and shall supersede all prior
     elections with respect to such amounts.

          7.10.3 The election may change only the form of payment. The Payment
     Date may not be changed.


                                       12

<PAGE>

     7.11 Delay of Payment to Key Employees. Payment on account of termination
may not start or be made to a participant who is a "key employee" as defined in
section 416(i) of the Code, without regard to section 416(i)(5) of the Code,
before the date which is six months after the date of termination. The Committee
may determine that a participant is a key employee in the event of doubt or to
avoid impractical efforts or expense to make an exact determination of key
employees. A participant shall have no claim, rights or remedy if the
determination is not correct. If the participant terminates service because of
death or if the participant dies within the six months, benefits shall start as
soon as practicable after death unless a later Payment Date applies.

          7.11.1 If installment payments are delayed because of this 7.11, the
     number of installments shall not change and the following shall apply:

               (a) The first installment shall be paid upon expiration of six
          months after termination.

               (b) The next installment shall be paid the January 1 after the
          first installment.

               (c) The remainder of installments shall be paid annually starting
          the following January 1.

          7.11.2 The delay under this 7.11 shall not apply to amounts described
     in 7.10 above. If the participant is entitled to payment with respect to
     amounts described in 7.10 above, the Committee shall apply payment
     provisions to the subaccount that records the amount described in 7.10
     above separately from the other amounts under the Account to the extent
     necessary to comply with this 7.11.

          7.11.3 This 7.11 shall not apply with respect to payments that are not
     on account of termination. Under 7.2.2, amounts subject to an election
     under 7.1.3 that remain unpaid at termination ("Accelerated Amounts")
     become payable at termination. If the participant is a key employee, the
     Accelerated Amounts shall be paid as though the participant had terminated
     six months after actual termination. However, Accelerated Amounts payable
     during the six months pursuant to the election under 7.1.3 shall be paid in
     accordance with the election.

     7.12 Delay of Nondeductible Payments. Employer may delay any payment to the
extent that employer reasonably anticipates that employer's deduction with
respect to such payment would be limited or eliminated by application of section
162(m) of the Code. A delayed payment will be made at the earliest date the
Employer reasonably anticipates that the deduction of the payment will not be
limited or eliminated by application of section 162(m) of the Code.

8.   WITHDRAWAL PAYMENTS

     8.1 A participant may elect to be paid amounts, and the payments shall be
charged against the participant's Account (including all subaccounts under 7.6),
as follows:


                                       13

<PAGE>

          8.1.1 Upon approval of the Committee, up to 100 percent of the amount
     reasonably necessary to meet an unforeseeable emergency under 8.2, as
     determined by the Committee (a "Hardship Withdrawal").

          8.1.2 At the participant's option, 100 percent of the available
     Account balance in a lump sum (a "Forfeiture Withdrawal"), subject to
     forfeiture of 10 percent of the available balance. The amount paid to the
     participant and the forfeiture shall be charged to the available balance. A
     Forfeiture Withdrawal is available only with respect to amounts that were
     credited to a participant's Account under the DCP as of December 31, 2004
     (and subsequent related earnings credits) with respect to services
     performed before January 1, 2005, and that were vested as of December 31,
     2004, all pursuant to the terms of the DCP in effect on October 3, 2004.

          8.1.3 Withdrawals under 8.1.1 or 8.1.2 may be made before or after a
     participant's Payment Date.

     8.2 "Unforeseeable emergency" means a participant's severe financial
hardship to the extent that the hardship that cannot be met from other
reasonably available resources and is caused by one or more of the following:

          8.2.1 Illness or accident of the participant, the participant's
     spouse, or a dependent under section 152(a) of the Code.

          8.2.2 Loss of the participant's property due to casualty, including
     the need to rebuild a home following damage not covered by insurance.

          8.2.3 Other similar extraordinary and unforeseeable circumstances
     arising as a result of events beyond the control of the participant.

     8.3 Other resources are reasonably available if assets can be liquidated
without liquidation itself creating severe financial hardship, if insurance or
other reimbursement or compensation is available, or if deferrals under 4.1 are
stopped.

     8.4 Upon payment of a Hardship Withdrawal or Forfeiture Withdrawal,
elective deferrals under 4.1 shall cease and the participant shall not be
eligible under 4.1 until the year following the calendar year after the payment.

     8.5 Subject to 8.1.2, Withdrawals under this Plan shall be charged ratably
to all of the participant's accounts and applicable guideline investment funds
under this Plan.

     8.6 An application for payment shall be written, shall be signed by the
participant and shall include the following:

          8.6.1 For Hardship Withdrawal, a statement of the facts causing the
     financial hardship, any other facts as may be required by the Committee and
     an acknowledgement of temporary future ineligibility.


                                       14

<PAGE>

          8.6.2 For Forfeiture Withdrawal, an acknowledgment of the forfeiture
     and temporary future ineligibility.

     8.7 Subject to 8.5, the Committee shall establish guidelines and procedures
for implementing withdrawals. The payment date shall be fixed by the Committee.
The Committee may require a minimum advance notice and may limit the amount,
time and frequency of Withdrawals.

9.   DEATH

     9.1 Subject to separate provisions under 9.5 for amounts described in 7.10,
a participant's Account shall be payable under this Section on the participant's
death regardless of the provisions of Section 7, except with respect to amounts
described in 7.10.

     9.2 On death the balance of the Account shall be fully vested and shall be
paid as follows:

          9.2.1 If the participant had selected payment by installments and had
     terminated services as a Board Member or employment before death, the
     designated beneficiary shall receive payment in installments in accordance
     with the selection.

          9.2.2 By a lump sum as soon as practicable if 9.2.1 does not apply or
     if either of the following apply:

               (a) The recipient is not a designated beneficiary.

               (b) The selection was under 7.4.

     9.3 An amount payable on death of a participant shall be paid to the
surviving beneficiaries most recently designated by the participant in writing
to the Committee in accordance with Committee procedures.

          9.3.1 The participant may designate beneficiaries or change designated
     beneficiaries without consent of any person.

          9.3.2 If the participant has no valid beneficiary designation in
     effect at death, or all beneficiaries predecease the participant, the
     amount payable shall be paid in the following order of priority:

               (a) To the participant's surviving spouse.

               (b) To the participant's surviving children in equal shares.

               (c) To the participant's estate.

     9.4 If a beneficiary is receiving installments and dies when a balance
remains, the balance shall be paid in a lump sum to the beneficiary's estate.


                                       15
<PAGE>

     9.5 Amounts described in 7.10 shall be payable after a participant's death
in accordance with provisions applicable to such amounts prior to January 1,
2005 as follows:

          9.5.1 If a participant terminates Board Member service or employment
     before age 55 and five years of service because of death, benefits shall be
     paid in a lump sum as soon as practicable.

          9.5.2 If termination because of death occurs after age 55 and five
     years of service, benefits shall be paid in accordance with the time and
     form of benefits elected by the participant.

          9.5.3 Amounts payable because of death shall be paid to the surviving
     beneficiaries most recently designated by the participant in writing to the
     Committee in accordance with Committee procedures. The participant may
     designate beneficiaries or change designated beneficiaries without consent
     of any person. If the participant has no valid beneficiary designation in
     effect at death, or all beneficiaries predecease the participant, the
     amount payable shall be paid to the participant's estate.

          9.5.4 If a beneficiary is receiving installments and dies when a
     balance remains, the balance shall be paid in a lump sum to the
     beneficiary's estate.

10.  TERMINATION; AMENDMENT

     10.1 The Board of Directors of the Company may terminate this Plan and
provide for payment of amounts under all Accounts as follows:

          10.1.1 No payments other than payments that would be payable if the
     termination had not occurred will be made within twelve months of the
     termination of the Plan.

          10.1.2 All payments shall be made within twenty-four months of the
     termination of the Plan.

          10.1.3 Any amendments to the Plan in connection with termination shall
     not reduce amounts credited to Accounts and earnings credits shall continue
     pending full payment.

     10.2 The Board of Directors may amend the Plan at any time and from time to
time, subject to the following:

          10.2.1 If the amendment ceases deferred compensation credits, the
     following shall apply:

               (a) Deferrals under 4.1 and related 401(k) make-up credits and
          pension make-up credits shall continue until the end of the Plan Year
          unless the Company terminates the Plan.

               (b) Earnings credits shall continue until the final payment.


                                       16

<PAGE>

          10.2.2 No amendment may reduce the amount credited to any Account as
     of the date the notice of amendment is issued to participants, except as
     provided in 10.2.7 below.

          10.2.3 After a Change in Control, the following shall apply:

               (a) No amendment may change the methodology used to calculate
          earnings credit in any way that would reduce the balance or rate of
          earnings credit on amounts to be credited to a participant's Account
          for a period prior to the Change in Control or pursuant to an election
          that is effective prior to the Change in Control. The guideline funds
          may not be changed if the replacement guideline funds are not,
          considered as a whole, comparable to the guideline funds in effect
          prior to the Change in Control.

               (b) No amendment may change the time or form of payment of
          amounts credited to Accounts prior to the Change in Control or amounts
          credited to Accounts for a year pursuant to elections effective prior
          to the Change in Control.

          10.2.4 No amendment may change the Plan in a way that would cause the
     terms or operation of the Plan to fail to comply with the requirements of
     section 409A, but the Company shall have no liability if the Plan fails to
     comply with section 409A unless the violation is deliberate and with
     knowledge of the violation.

          10.2.5 If the Plan is amended to eliminate election by participants
     among guideline investments established by the Committee, earnings credit
     shall be calculated at a rate not less than the monthly equivalent of the
     average nominal annual yield on three-month Treasury Bills.

          10.2.6 Unless otherwise restricted by express terms of the Plan,
     amendments may be effective as of any date provided in the amendment
     document, including a retroactive effective date.

          10.2.7 Notwithstanding any restriction in the Plan, the Company may
     amend the Plan from time to time to comply with section 409A of the Code or
     other legal requirements that would cause material adverse consequences to
     participants if violated. If an amendment reduces amounts that have been
     deferred, Employer shall increase the compensation of the participant to
     restore the participant, as nearly as practicable, to the position as if
     the reduced amount had not been deferred, without adjustment for earnings
     or other time value of money, provided that the restoration would not cause
     penalties under section 409A of the Code or other material penalties to
     apply.

          10.2.8 The Committee may amend the Plan to make technical,
     administrative, or editorial changes to comply with applicable law or to
     clarify the Plan provided that the amendment does not materially increase
     the cost to Employer.


                                       17

<PAGE>

     10.3 A "Change in Control" occurs when any of the following occur (terms
below that are not defined elsewhere in the Plan shall have the same meanings as
the terms have under the Securities Exchange Act of 1934, as amended and the
rules and regulations adopted thereunder):

          10.3.1 The shareholders of the Company approve any of the following
     transactions and either the transaction is consummated or the Board of
     Directors of the Company determines that consummation is likely:

               (a) Any consolidation, merger or plan of exchange involving the
          Company ("Merger") in which the Company is not the continuing or
          surviving corporation or pursuant to which Stock would be converted
          into cash, securities or other property, other than a Merger involving
          the Company in which the holders of Stock immediately prior to the
          merger had the same proportionate ownership of Stock of the surviving
          corporation after the Merger.

               (b) Any sale, lease or exchange, or other transfer in one
          transaction or a series of related transactions of all or
          substantially all of the assets of the Company or the adoption of any
          plan or proposal for the liquidation or dissolution of the Company.

          10.3.2 A tender or exchange offer, other than one made by the Company,
     is made for Stock (or securities convertible into Stock) and such offer
     results in a proportion of those securities being purchased and the offeror
     after the consummation of the offer is the beneficial owner (as determined
     pursuant to section 13(d) of the Securities Exchange Act of 1934), directly
     or indirectly, of at least 20 percent of the outstanding stock.

          10.3.3 During any period of 12 months or less, individuals who at the
     beginning of such period constituted a majority of the Board of Directors
     of the Company ceases for any reason to constitute a majority thereof
     unless the nomination or election of such new directors was approved by a
     vote of at least two thirds of the directors then still in office who were
     directors at the beginning of the period.

11.  CLAIMS PROCEDURES

     11.1 Claims shall be submitted in writing to the Committee. The Chair of
the Committee shall respond as soon as practicable but not later than 90 days
after receipt of the claim unless the Chair gives written notice to the claimant
before the end of the 90-day period that additional time is required. The notice
shall explain the special circumstances that require additional time and the
expected date of the response. The extension shall not be more than an
additional 90 days.

     11.2 If the claim involves benefits on disability, the time for response
will be not later than 45 days after receipt of the claim, subject to extension
by as many as two additional 30-day periods if necessary due to matters beyond
the control of the Chair. If an extension is necessary, the Chair shall notify
the claimant in writing before each extension of the circumstances requiring
extension and the date by which the Chair expects to render a decision. The
notice of extension shall explain the standards on which entitlement to a
benefit is based, the unresolved issues that prevent a decision on the claim and
the additional information needed to resolve the


                                       18

<PAGE>

issues. If the claimant needs to provide additional information, the claimant
shall be given 45 days. If an extension is necessary to obtain information from
the claimant, the extension period may be further extended by the amount of time
taken to provide the specified information.

     11.3 The claimant may have a representative to assist the claimant or to
conduct the claim and review any denial. The Chair may require that the claimant
notify the Chair in writing about authorization of a representative.

     11.4 Determinations about claims shall be based on and in accordance with
Plan documents and shall be applied consistently with respect to similarly
situated participants and beneficiaries.

     11.5 The following shall apply to review of denied claims:

               (a) If a claim is denied, the Chair shall notify the claimant in
          writing. The notice shall state the following:

                    (1) The specific reasons for the denial.

                    (2) Reference to the relevant Plan provisions.

                    (3) A description of additional material or information that
               is needed and an explanation of why the material or information
               is needed.

                    (4) A description of the Plan's review procedures and the
               claimant's right to bring a civil action under section 502(a) of
               the Employee Retirement Income Security Act of 1974 (ERISA) if
               the claim is also denied after review.

               (b) If a claim involves benefits upon disability, the claimant
          shall be notified if any internal rule, guideline, protocol or other
          similar criterion was relied upon in the decision to deny the claim
          and that the claimant may have a copy of any such rule, guideline,
          protocol or other criterion free of charge upon request.

     11.6 A claimant may request review of a denied claim by written notice to
the Committee. The written request for review must be delivered within 60 days
after the notice of denial. If the claim involves benefits upon disability, the
request must be in writing and delivered within 180 days. The Committee shall
review the matter and may grant the claimant a hearing but is not required to.
The following apply in connection with the review:

                    (1) The claimant may submit written comments, documents,
               records and other information.

                    (2) Upon request, the claimant shall be provided, without
               charge, reasonable access to, and copies of, all documents,
               records and other information relevant to the claim.


                                       19

<PAGE>

                    (3) If the claim involves a determination of disability,
               upon the claimant's request, the claimant shall be provided with
               the identity of medical or vocational experts who advised the
               President, whether or not the advice was relied upon in deciding
               to deny the claim.

                    (4) The review shall consider all aspects of the claim and
               all comments, documents, records and other information the
               claimant submits, whether or not the claimant raised the issues
               or submitted such information when the claim was originally
               considered.

               (b) If the claim involves benefits upon disability, the following
          also apply:

                    (1) The review shall not afford deference to the initial
               consideration of the claim and shall be conducted by Committee
               members who are neither individuals who made the initial
               determination nor the subordinates of any such individual.

                    (2) If the Committee members are reviewing a matter that is
               based on a medical judgment, the members shall consult with a
               health care professional who has appropriate training and
               experience in the field involved in the medical judgment. That
               health care professional will be a person who was not consulted
               in connection with the claim denial and is not a subordinate of
               the person who was consulted.

               (c) The decision on review shall be made within 60 days after
          receipt of the request for review in most cases. If there is a hearing
          or other special reason for delay, the President shall notify the
          claimant in writing within the initial 60-day period and the time
          limit shall be 120 days. If the claim involves benefits upon
          disability, the decision shall be made within 45 days, subject to
          extension of an additional 45 days pursuant to notice in writing
          within the initial 45-day period. The notice of any extension shall
          explain the special circumstances that require additional time and the
          expected date of the decision upon review. If an extension is
          necessary to obtain information from the claimant, the extension
          period may be further extended by the amount of time taken to provide
          the information.

               (d) The Committee's decision shall be provided in writing and
          will be final and bind all parties. An adverse determination shall
          state the following:

                    (1) The specific reasons for the determination.

                    (2) Reference to relevant Plan provisions.

                    (3) A reminder that the claimant is entitled to access to
               and copies of all documents, records and information relevant to
               the claim upon request and without charge.


                                       20

<PAGE>

                    (4) A reminder that the claimant may bring a civil action
               under section 502(a) of ERISA.

               (e) If the claim involves benefits upon disability, the following
          also apply:

                    (1) If the determination is based on a medical, scientific
               or technical judgment, the determination will include either an
               explanation of the judgment that applies Plan terms to the
               medical circumstances, or a statement that an explanation will be
               provided free of charge upon request.

                    (2) Notice of an adverse determination shall include the
               following statement:

               "You and your Plan may have other voluntary alternative dispute
               resolution options, such as mediation. One way to find out what
               may be available is to contact your local U.S. Department of
               Labor Office and your State insurance regulatory agency."

12.  GENERAL PROVISIONS

     12.1 If suit or action is instituted to enforce any rights under this Plan
after or in lieu of proceeding under applicable claims procedures, the
prevailing party may recover from the other party reasonable attorneys' fees at
trial and on any appeal.

     12.2 Any notice or directions under the Plan shall be in accordance with
procedures established by the Committee.

     12.3 The rights of a participant under the Plan are personal. Except for
the limited provisions of 9.3 and 12.5, no interest of a participant or any
beneficiary or representative of a participant may be directly or indirectly
transferred, encumbered, seized by legal process or in any other way subjected
to the claims of any creditor.

     12.4 Except as otherwise provided in the terms of Employer's participation,
if an Employer merges, consolidates, or otherwise reorganizes or if its assets
or business are acquired by another company, the following shall apply.

          12.4.1 The Plan shall continue with respect to those eligible
     employees who continue in the employ of the successor company.

          12.4.2 The transition of Employers shall not be considered a
     termination of employment for purposes of this Plan.

          12.4.3 A successor corporation may terminate this Plan as to its
     employees on the effective date of the succession by notice to affected
     employees within 30 days after the succession, subject to 10.


                                       21

<PAGE>

     12.5 The Committee may decide that because of the mental or physical
condition of a person entitled to payments, or because of other relevant
factors, it is in the person's best interest to make payments to others for the
benefit of the person entitled to payment. In that event the Committee may in
its discretion direct that payments be made to one or more of the following:

          12.5.1 To a parent or spouse or a child of legal age.

          12.5.2 To a legal guardian.

          12.5.3 To one furnishing maintenance, support, or hospitalization.

     12.6 This Plan is not a contract of employment with any participant.
Nothing in the Plan shall create any right of any participant with respect to
continued employment, terms of employment or discipline, or continued ability to
elect deferrals or have pension supplement credits.

13.  EFFECTIVE DATE

          This Restatement shall be generally effective January 1, 2005.

                                        TEKTRONIX, INC.


                                        By: /s/ RICHARD H. WILLS
                                            ------------------------------------
                                            Richard H. Wills
                                            Board Chairman, CEO & President

                                        Executed: 6-23 2006


                                       22

<PAGE>

                                   APPENDIX A
                                       TO
                           DEFERRED COMPENSATION PLAN

                          SPECIAL TRANSITION PROVISIONS

     The following special transition provisions and effective dates apply:

     1.1 The EPS, the GVG Plan, the SERP, the REP and the APIP shall cease to
exist as separate plans, and benefits accrued under the EPS, the GVG Plan, the
SERP, the REP and the APIP shall be maintained under the Plan in accordance with
the terms of the Plan.

          1.1.1 If a participant fails to specify a beneficiary for benefits
payable under the Plan, the beneficiary designated under the affected plan shall
continue to apply, as applicable; the Committee shall determine how to apply the
beneficiary designations to benefits under the Plan.

          1.1.2 Except as provided below, the earnings credit provisions and the
distribution provisions of the affected plans shall remain in effect in 2005.

     1.2 Subject to 1.2.4, the benefits accrued under the REP for each REP
participant shall be determined and established as a separate identifiable
balance under the participant's Account, subject to the following:

          1.2.1 If a participant is an employee of the Company or an Affiliate
as of November 1, 2005, the following shall apply:

               (A) The participant shall elect before January 1, 2006, in
          accordance with the procedures of the Committee, the time and form of
          payment of the balance in accordance with (b) and (c) below. The
          participant may elect to divide the balance into two portions,
          specified in the election, and elect the time and form of payment
          separately for each portion. If the participant fails to elect
          properly, the portion shall be paid in a lump sum as soon as
          practicable after the date described in 7.1.1 of the Plan.

               (B) The participant may elect a Payment Date from among the
          following:

                    (1) Any January on or after January 2006.

                    (2) The options under 7.1.1 and 7.1.2 of the Plan.

               (C) Subject to (d), the participant may elect a form of payment
          under 7.3 of the Plan.

               (D) If the participant elects a Payment Date described in (b)(1)
          above, the participant may elect payment in not more than five annual
          installments (including a single installment) starting as soon as
          practicable after the Payment Date. The balance subject to the
          election shall be paid in a single lump sum as


                                       23

<PAGE>

          soon as practicable after termination if the participant terminates
          employment before the balance has otherwise been paid in full.

               (E) The Account of the participant shall be subject to 5.3 of the
          Plan.

          1.2.2 If 1.2.1 does not apply, the following shall apply:

               (A) A participant shall elect before January 1, 2006, in
          accordance with procedures of the Committee, the time and number of
          annual installments of payment for the participant's balance, and the
          following shall apply:

                    (1) The participant shall specify a starting date in any
               January after January 2005, not later than the earlier of January
               2016 or the January next following the date the participant
               attains age 65. The participant shall specify the number of
               annual installments, not more than 10 (including a single
               installment).

                    (2) If the participant fails to specify before January 1,
               2006 as provided in (1) above, the balance shall be paid in a
               lump sum in January 2006.

               (B) The provisions of 5.3 of the Plan shall not apply to the
          earnings credits to the balance. Earnings credits shall be added to
          the balance at the same rate as earnings are credited under the Cash
          Balance Plan.

               (C) No transfers to a grantor trust under 6.1 of the Plan shall
          be made with respect to the balance.

          1.2.3 The Committee shall determine the wages subject to FICA tax
withholding as a result of the determination of benefits and establishment of
balances. The amount shall be charged against the participant's balance.

          1.2.4 A participant who starts payments before January 1, 2006 under
the terms of the REP in effect as of December 31, 2004 shall continue to be paid
amounts under the Plan after December 31, 2005 in accordance with the form of
payments applicable before January 1, 2006 and shall not have an account with
respect to the REP under the Plan.

     1.3 Subject to 1.3.4, the balances under the EPS, the GVG Plan, the SERP
and the APIP shall be determined and the balance under each plan shall be
established as a separate identifiable balance under the Plan and the following
shall apply:

          1.3.1 If a participant is an employee of the Company or an Affiliate
as of November 1, 2005, the following shall apply:

               (A) The participant shall elect before January 1, 2006, in
          accordance with the procedures of the Committee, the time and form of
          payment of the balance in accordance with 1.2.1.


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<PAGE>

               (B) The Account of the participant shall be subject to 5.3 of the
          Plan.

          1.3.2 If 1.3.1 does not apply, the following shall apply:

               (A) A participant shall elect before January 1, 2006, in
          accordance with the procedures of the Committee, the time and number
          of annual installments for payment of the participant's balance and
          the following shall apply:

                    (1) The participant shall specify a starting date in any
               January after January 2005, not later than the earlier of January
               2016 or the January next following the date the participant
               attains age 65. The participant shall specify the number of
               annual installments, not more than 10 (including a single
               installment).

                    (2) If the participant fails to specify before January 1,
               2006 as provided in (1) above, the balance shall be paid in a
               lump sum in January 2006.

               (B) The provisions of 5.3 of the Plan shall not apply to the
          earnings credit to the balance and the following shall apply:

                    (1) Earnings credits shall be added to the former EPS
               balances prior to November 30, 2005 based on the rate of interest
               determined by the Committee based on prime commercial lending
               rates (the "Prime Rate") as of January 1, 2005. Earnings credits
               from December 1, 2005 until December 31, 2005 shall be based on
               the Prime Rate as of December 1, 2005. Earnings credit for a year
               after December 31, 2005 shall be based on the Prime Rate as of
               the first business day of January of the year.

                    (2) Effective January 1, 2005, earnings credits for the
               former GVG Plan balances for each year shall be based on the
               Prime Rate in effect on the first business day of January of the
               year.

                    (3) Earnings credit for former SERP and APIP balances for
               October and November 2005 shall be based on the interest rate of
               10-year U.S. Treasury Notes (the "10-year Treasury Rate") as of
               November 30, 2005 and credited in arrears. Earnings credit for
               December 30, 2005 shall be based on the 10-year Treasury Rate as
               of November 30, 2005 and credited in advance. After December 31,
               2005, earnings credits shall be added to the former SERP and APIP
               balances for a calendar quarter based on the 10-year Treasury
               Rate as of the end of the prior quarter.

               (C) No contribution to a grantor trust under 6.1 of the Plan
          shall be made with respect to the balances.


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<PAGE>

          1.3.3 A participant who starts payment with respect to an account,
subaccount or balance before January 1, 2006, under the terms of the EPS, the
GVG Plan, SERP or APIP in effect as of December 31, 2004 shall continue payments
in accordance with the form of benefit in effect as of the time payments
started. Amounts not subject to payments that start before January 1, 2006 shall
be subject to the election in 1.3.1(a) or 1.3.2(a), as applicable.


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