STOCK DEFERRAL PLAN DATED MAY 27,2001

 EXHIBIT 10.(xv)
 TEKTRONIX, INC.
 STOCK DEFERRAL PLAN
 Restated June 1, 2001

 TABLE OF CONTENTS

	 	 	PAGE
		
	
ARTICLE I—PURPOSE AND EFFECTIVE DATE	 1
	 	 
			
	 
ARTICLE II—DEFINITIONS	 1
	 	 	 
			
	 2.1	 
Account	 1
	 2.2	 
Administrative Committee	 1
	 2.3	 
Beneficiary	1
	 2.4	 
Board	 1
	 2.5	 
Bonus	 1
	 2.6	 
Change in Control	 2
	 2.7	 
Company	 2
	 2.8	 
Compensation	 2
	 2.9	 
Deferral Commitment	 2
	 2.10	 
Deferral Period	 3
	 2.11	 
Determination Date	 3
	 2.12	 
Director	 3
	 2.13	 
Director Fees	 3
	 2.14	 
Disability	 3
	 2.15	 
Earnings Index	 3
	 2.16	 
Elective Deferred Compensation	 3
	 2.17	 
Eligible Stock Option	 3
	 2.18	 
Employer	 3
	 2.19	 
Option Gain	4
	 2.20	 
Participant	 4
	 2.21	 
Participation Agreement	 4
	 2.22	 
Plan	 4
	 2.23	 
Rate of Return	 4
	 2.24	 
Retirement	 4
	 2.25	 
Salary	 4
	 2.26	 
Stock	 4
	 2.27	 
Stock Option Deferral	 4
	 2.28	 
Stock Option Deferral Amount	 5
	 2.29	 
Unforeseen Emergency	 5
	 	 
			
	 
ARTICLE III—PARTICIPATION AND DEFERRAL COMMITMENTS	 5
	 	 	 
			
	 3.1	 
Eligibility and Participation	 5
	 3.2	 
Form of Deferral	 5
	 3.3	 
Limitations on Deferral Commitments	 6
	 3.4	 
Commitment Limited by Termination	 6
	 3.5	 
Modification of Deferral Commitment	 6
	 3.6	 
Beginning Account Balances	 6

 (i)

  
 TABLE OF CONTENTS

	 	 	  PAGE  
		
	 
ARTICLE IV—DEFERRED COMPENSATION ACCOUNTS 	  7  
	 	 	    
	 4.1 
 	 
Accounts 
 	  7  
	 4.2 
 	 
Elective Deferred Compensation 
 	  7  
	 4.3 
 	 
Matching Contribution 
 	  7  
	 4.4 
 	 
Pension Makeup 
 	  7  
	 4.5 
 	 
Determination of Accounts 
 	  8  
	 4.6 
 	 
Vesting of Accounts 
 	  8  
	 4.7 
 	 
Statement of Accounts 
 	  8  
	 	    
	 
ARTICLE V—PLAN BENEFITS 	  8  
	 	 	    
	 5.1 
 	 
Distributions Prior to Termination of Employment 
 	  8  
	 5.2 
 	 
Distributions Following Termination of Service 
 	  9  
	 5.3 
 	 
Benefit Commencement 
 	  9  
	 5.4 
 	 
Accelerated Distribution 
 	  10  
	 5.5 
 	 
Deferred Payment of Benefit 
 	  10  
	 5.6 
 	 
Withholding for Taxes 
 	  10  
	 5.7 
 	 
Valuation and Settlement 
 	  10  
	 5.8 
 	 
Payment to Guardian 
 	  10  
		
	 
ARTICLE VI—BENEFICIARY DESIGNATION 	  10  
			
	 6.1 
 	 
Beneficiary Designation 
 	  10  
	 6.2 
 	 
Changing Beneficiary 
 	  11  
	 6.3 
 	 
No Beneficiary Designation 
 	  11  
	 6.4 
 	 
Effect of Payment 
 	  11  
		
	 
ARTICLE VII—ADMINISTRATION 	  11  
			
	 7.1 
 	 
Committee; Duties 
 	  11  
	 7.2 
 	 
Agents 
 	  11  
	 7.3 
 	 
Binding Effect of Decisions 
 	  11  
	 7.4 
 	 
Indemnity of Committee 
 	  12  
		
	 
ARTICLE VIII—CLAIMS PROCEDURE 	  12  
			
	 8.1 
 	 
Claim 
 	  12  
	 8.2 
 	 
Denial of Claim 
 	  12  
	 8.3 
 	 
Review of Claim 
 	  12  
	 8.4 
 	 
Final Decision 
 	  12  

 (ii)

 TABLE OF CONTENTS

	 	 
 	 PAGE 
		
	 
ARTICLE IX—AMENDMENT AND TERMINATION OF PLAN	 13 
			
	 9.1 
 	 
Amendment 
 	 13 
	 9.2 
 	 
Employer’s Right to Terminate 
 	 14 
		
	 
ARTICLE X—MISCELLANEOUS	 14 
			
	 10.1 
 	 
Unfunded Plan 
 	 14 
	 10.2 
 	 
Unsecured General Creditor 
 	 14 
	 10.3 
 	 
Trust Fund 
 	 14 
	 10.4 
 	 
Nonassignability 
 	 15 
	 10.5 
 	 
Not a Contract of Employment 
 	 15 
	 10.6 
 	 
Protective Provisions 
 	 15 
	 10.7 
 	 
Governing Law 
 	 15 
	 10.8 
 	 
Validity 
 	 15 
	 10.9 
 	 
Notice 
 	 15 
	 10.10 
 	 
Successors 
 	 15 

 (iii) 

 TEKTRONIX, INC.
 STOCK DEFERRAL PLAN
 
Article I—Purpose and Effective Date
                 The purpose of this
Stock Deferral Plan is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain Directors and employees of Employer. It is intended that the Plan will aid in attracting and retaining
Directors and employees of exceptional ability by providing them with these benefits. The Plan shall be effective as of May 27, 2001. The Plan is restated as of June 1, 2001 to include Directors as eligible Plan Participants. 
 
Article II—Definitions
                For the purposes of this Plan, the
following terms shall have the meanings indicated, unless the context clearly indicates otherwise: 
 
2.1  Account 
                "Account" means the device used by Employer to measure
and determine the amounts to be paid to a Participant under the Plan. Separate subaccounts may be maintained to properly reflect the Participant’s balance and earnings thereon. A Participant’s Account shall not constitute or be treated as
a trust fund of any kind. 
 
2.2  Administrative Committee 
                "Administrative Committee" means the
committee appointed to administer the Plan pursuant to Article VII. 
 
2.3  Beneficiary
                "Beneficiary" means the person, persons or entity
entitled under Article VI to receive any Plan benefits payable after a Participant’s death. 
 
2.4  Board 
                "Board" means the Board of Directors of the Company.

 
2.5  Bonus 
               "Bonus" means any incentive compensation that is payable to a
Participant in addition to the Participant’s Salary. 
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2.6 Change in Control 
                A "Change in Control" shall occur when: 
                 (a) The shareholders of the Company approve one (1) of the following ("Approved Transactions") and either (x) such Approved
Transaction is consummated or (y) the Board determines that consummation of such Approved Transaction is likely: 
                 (i) 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 have the same proportionate
ownership of Stock of the surviving corporation after the Merger; or
                (ii) Any sale, lease, exchange, or
other transfer (in one (1) 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; or


                (b) 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 portion 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, as amended (the "Exchange Act")), directly or indirectly, of at least twenty percent (20%) of the outstanding Stock (an "Offer"); or
                (c) During any period of twelve (12) months or less, individuals who at the beginning of such period constituted a majority of the Board
cease 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 (2/3) of the directors then still in office who were directors at the beginning of such
period.
 
                The terms used in this 2.6 and not defined elsewhere in the Plan shall have the same
meanings as such terms have in the Exchange Act and the rules and regulations adopted thereunder.
 
2.7 Company 
                "Company" means Tektronix, Inc., an Oregon
corporation, or any successor to the business thereof. 
 
2.8 Compensation 
                "Compensation" means the Salary, Bonus, Directors’ Fees, and Option Gain that the Participant earns for services rendered to the Company. 
 
2.9 Deferral Commitment 
               "Deferral Commitment" means an election to
defer Compensation made by a Participant pursuant to Article III and for which a separate Participation Agreement has been submitted by the Participant to the Administrative Committee. 
 PAGE
2 - STOCK DEFERRAL PLAN

 
2.10 Deferral Period 
                For Directors, "Deferral Period" means a twelve
(12)-month period beginning September 1 and ending August 31. 
                For employees, it means a calendar
year, except the initial Deferral Period shall begin May 27, 2001 and end December 31, 2001. 
 
2.11 Determination Date 
                "Determination Date" means the last day of each
calendar month. 
 
2.12 Director 
               "Director" means a member of the Company’s Board of Directors.

 
2.13 Director Fees 
                "Director Fees" means all Board retainer and
committee meeting fees earned and payable in cash or stock payable to a Participant plus Eligible Stock Option gains (before reduction for amounts deferred under this Plan or under the Deferred Compensation Plan). Director Fees do not include
expenses, reimbursements, or benefits. 
 
2.14 Disability 
                "Disability" means a physical or mental condition
which, in the opinion of the Administrative Committee, prevents the Participant from satisfactorily performing the Participant’s usual duties for the Company. The Administrative Committee’s decision as to Disability will be based upon
medical reports and/or other evidence satisfactory to the Administrative Committee. 
 
2.15 Earnings Index 
                "Earnings Index" means the Tektronix Common Shares
to be used as an index in calculating Rate of Return. 
 
2.16 Elective Deferred Compensation 
                "Elective Deferred Compensation"
means the amount of Compensation that a Participant elects to defer pursuant to a Deferral Commitment. 
 
2.17 Eligible Stock Option 
               "Eligible Stock Option" means one (1) or more
nonqualified stock option(s) under a Company stock option plan that is determined by the Committee to be eligible for gain deferral pursuant to this Plan. 
 
2.18 Employer 
                "Employer" means the Company or any successor to the
business thereof, and any affiliated or subsidiary corporations designated by the Administrative Committee. 
 PAGE 3 - STOCK DEFERRAL PLAN

 
2.19 Option Gain 
                "Option Gain" means the amount by which the fair
market value of exercised Tektronix Common Share options exceeds the exercise price. 
 
2.20 Participant 
                "Participant" means any eligible individual who has
elected to defer Compensation under this Plan. 
 
2.21 Participation Agreement 
                "Participation Agreement" means the
agreement submitted by a Participant (including the Benefit Payment Election Form) to the Administrative Committee prior to the beginning of the Deferral Period, with respect to a Deferral Commitment made for such Deferral Period. 


2.22 Plan 
                "Plan" means this Tektronix, Inc. Stock Deferral Plan, as
amended from time to time.  
 
2.23 Rate of Return 
                "Rate of Return" means the rate used to determine
the amount credited monthly to a Participant’s Account under Article IV. Such rate shall be determined by the Administrative Committee based upon the net performance of the Earnings Index of the Tektronix Common Shares. 


2.24 Retirement 
               "Retirement" means an employee’s termination of
employment with Employer on or after the employee’s attainment of age fifty-five (55) or after five (5) years of service, or a Board member’s termination after age fifty-five (55). 
 
2.25 Salary 
               "Salary" means the Employee’s base salary for the Plan Year.
Salary excludes any other form of compensation such as restricted stock, proceeds from stock options or stock appreciation rights, severance payments, moving expenses, car or other special allowance, or any other amounts included in an Eligible
Employee’s taxable income that is not compensation for services. Deferral elections shall be computed before taking into account any reduction in taxable income by Salary reduction under Code Sections 125 or 401(k), or under this Plan.

 
2.26 Stock 
                "Stock" means Tektronix, Inc. Common Shares.

 
2.27 Stock Option Deferral 
               "Stock Option Deferral" means a stock-for-stock
exercise of an Eligible Stock Option having an aggregate fair market value in excess of the total stock purchase price necessary to exercise such options. 
 PAGE 4 - STOCK DEFERRAL
PLAN

 
2.28 Stock Option Deferral Amount 
                "Stock Option Deferral Amount" means the amount of a Participant’s Option Gains deferred in connection with an Eligible Stock Option exercise and Stock Option Deferral in accordance with Section 4.2(c) of this Plan.

 
2.29 Unforeseen Emergency 
                "Unforeseen Emergency" means a severe
financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Internal Revenue Code) of the Participant, loss of the Participant’s
property due to casualty, or other  similar extraordinary and un-foreseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will
constitute an unforeseeable emergency will depend upon the facts of each case, but in any case, payment may not be made to the extent that such hardship is or may be relieved: 
                 (a) Through reimbursement or compensation by insurance or otherwise, 
                (b) By liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe
financial hardship, or 
                (c) By cessation of deferrals under the Plan. 
 
 
Article III—Participation and Deferral Commitments
 
3.1 Eligibility and Participation 
                 (a) Eligibility.
Eligibility to participate in the Plan is limited to Board Directors and Vice Presidents and above and any other highly compensated employee selected by the Administrative Committee. 
                (b) Participation. Eligible employees and Board members may elect to participate in the Plan with respect to any Deferral Period
by submitting a Participation Agreement to the Administrative Committee by the December 31 immediately preceding the Deferral Period, except an election to participate in the Plan with respect to the initial Deferral Period shall be timely if made
by May 18, 2001. Eligible Directors may elect to participate in the Plan with respect to any Deferral Period by submitting a Participation Agreement to the Administrative Committee by the August 31 immediately preceding the Deferral Period.

                (c) Part-Year Participation. When a Director or an employee first becomes eligible to defer
Compensation during a Deferral Period, a Participation Agreement must be submitted to the Administrative Committee no later than thirty (30) days following notification to the Participant of eligibility to defer, and such Participation Agreement
shall be effective only with regard to Compensation earned or payable following the submission of the Participation Agreement to the Administrative Committee. 
 
 
3.2 Form of Deferral 
                A Participant may elect Deferral Commitments in
the Participation Agreement as follows: 
                 (a) Salary Deferral Commitment. A
Salary Deferral Commitment shall be related to the Salary payable by Employer to a Participant during the Deferral Period. The amount to be deferred into the Participant’s Stock subaccount shall be stated as a flat percentage or dollar amount.

 
 PAGE 5 - STOCK DEFERRAL PLAN

                 (b) Bonus Deferral Commitment. A Bonus Deferral Commitment shall
be related to any Bonus payable to the Participant during the Deferral Period. The amount to be deferred into the Participant’s Stock subaccount shall be stated as a flat percentage or dollar amount. 
                (c) Stock Option Deferral Commitment. To the extent permitted by the Committee, a Participant may elect to defer into his or her
Stock subaccount all or a portion of his or her Option Gain, subject to such terms and conditions as the Committee may establish. 
                (d) Director Fees Deferral Commitment. A Director Fees Commitment shall relate to the payment of stock for Board services,
Eligible Stock Option gains and Board fee payable in cash earned by a Participant during the Deferral Period. The amount to be deferred into the Participant’s Stock subaccount shall be stated as a flat percentage or dollar amount. 


 
3.3 Limitations on Deferral Commitments 
                The following limitations shall apply to
Deferral Commitments: 
                 (a) Minimum. The minimum deferral amount shall be five thousand
dollars ($5,000) per year. This minimum may be met by participation in this Plan or in the Tektronix Deferred Compensation Plan, or in a combination thereof. 
                (b) Maximum. The maximum deferral amount shall be ninety percent (90%) of Salary and one hundred percent (100%) of Bonus or
Director Fees. However, when combined, deferrals into the Stock Deferral Plan and the Deferred Compensation Plan may not exceed ninety percent (90%) of Salary and one hundred percent (100%) of Bonus, or Director Fees. 
                (c) Changes in Minimum or Maximum. The Administrative Committee may change the minimum or maximum deferral amounts from time to
time by giving written notice to all Participants. No such change may affect a Deferral Commitment made prior to the Administrative Committee’s action. 
 
 
3.4 Commitment Limited by Termination 
                If a Participant terminates employment or Board
service with Employer prior to the end of the Deferral Period, the Deferral Period and the Deferral Commitment shall end at the date of termination. 
 
3.5 Modification of Deferral Commitment 
                Participants may reduce or suspend their
Deferral Commitments based on an Unforeseen Emergency in accordance with rules established by the Administrative Committee, provided that the modification applies only to a Director’s Fee, Salary, Bonus or Stock Option Deferral payment that is
not yet payable. 
 
3.6 Beginning Account Balances 
                Any Director who becomes eligible to participate in
this Plan shall have a Beginning Account Balance equal to any existing stock account balance(s) as of September 1, 2001 under the former Tektronix Non-Employee Directors’ Stock Compensation Plan. 
                Any executive who becomes eligible to participate in this Plan shall have a beginning Account balance equal to any existing account
balance(s) under the former Tektronix Deferred Compensation Plan, 1992 Restatement, as of the date the executive is eligible to defer under this Plan. However, any amount converted into this plan,
 PAGE 6 - STOCK DEFERRAL PLAN

 and/or into the Tektronix Deferred Compensation Plan, will be converted in the proportions you elect, but no more than one hundred percent (100%) of the total balance available
for conversion. 
 
Article IV—Deferred Compensation Accounts
 
4.1 Accounts 
                 For record keeping purposes only, an Account shall be maintained for
each Participant. Separate subaccounts shall be maintained to the extent necessary to properly reflect the Participants’ Tektronix Common Share total vested or nonvested Account balances. The Account shall be a bookkeeping device utilized for
the sole purpose of determining the benefits payable under the Plan and shall not constitute a separate fund of assets. 
 
4.2 Elective Deferred Compensation 
                (a) A Participant’s Elective Deferred
Compensation shall be credited to the Participant’s Account with shares of phantom stock with a value equal to the corresponding Compensation deferred and at the same time the nondeferred portion of the Compensation becomes or would have been
payable. Any withholding of taxes or other amounts with respect to deferred Compensation which is required by state, federal or local law shall be withheld from the Participant’s nondeferred Compensation to the maximum extent possible with any
excess reducing the amount to be credited to the Participant’s Account. 
                (b) As soon as practicable
after Stock would have otherwise been issued to the Participant in connection with the exercise of an Eligible Stock Option, the Committee shall credit a Stock subaccount of the Participant’s Account with shares of phantom stock with a value
equivalent to the Option Gain which has been deferred by the Participant in accordance with the Participant’s election; that is, the portion of the Participant’s Option Gain that the Participant has elected to defer shall be credited to
the Stock subaccount of the Participant’s Account. 
 
4.3 Matching Contribution 
                The Employer shall credit a matching contribution to the
Participant’s Account equal to any matching contribution which would have been credited to the Participant’s 401(k) Savings Plan but for the Participant’s participation in this Plan. However, when combined with any credit to the
Participant’s subaccount in the Tektronix Deferred Compensation Plan, the total amount credited shall be no more than one hundred percent (100%) of the eligible matching contribution. 
 
4.4 Pension Makeup 
                The Employer shall restore an amount equal to any reduction in a
Participant’s Qualified Pension Plan benefits resulting from deferrals under this Plan to the extent that the Qualified Pension Plan benefits are not restored by any other plan or agreement provided by the Employer. Such restoration shall be
made by crediting to the Participant’s Account the amount by which the Participant’s cash balance credit under the Qualified Pension Plan is lower than the amount that would have been credited in the absence of deferrals under this Plan.
Such amount shall be credited to the Account within ninety (90) days after the corresponding cash balance credit would have been made under the Qualified Pension Plan. However, when combined with any credit to the Participant’s subaccount in
the Tektronix Deferred Compensation Plan, the total amount credited shall be no more than one hundred percent (100%) of the Qualified Pension Plan makeup. 
 PAGE 7 - STOCK DEFERRAL PLAN

 
4.5 Determination of Accounts 
                Each Participant’s Account as of
each Determination Date shall consist of the balance of the Participant’s Account as of the immediately preceding Determination Date, plus the Participant’s Elective Deferred Compensation credited during the period, plus earnings
calculated using the Rate of Return, minus the amount of any distributions made since the immediately preceding Determination Date.  
 
4.6 Vesting of Accounts 
                Each Participant shall be one hundred percent
(100%) vested at all times in the Participant’s Elective Deferred Compensation and any earnings thereon. Any matching contributions under Section 4.3 or Qualified Pension Plan makeup under 4.4 shall vest pursuant to the vesting schedule of the
underlying qualified plan. 
 
4.7 Statement of Accounts 
                The Administrative Committee shall give to
each Participant a statement setting forth the balances in the Participant’s Account on a quarterly basis and at such other times as may be determined by the Administrative Committee. 
 
Article V—Plan Benefits
 
5.1 Distributions Prior to Termination of Employment 
                A
Participant’s Account may be distributed to the Participant prior to termination of employment as follows: 
                 (a) Scheduled Early Withdrawals. A Participant may elect in a Participation Agreement to withdraw all or any
portion of the amount deferred (and earnings thereon) pursuant to that Participation Agreement in a single lump sum or from two (2) to five (5) substantially equal annual installments commencing the first January and on each subsequent January
following the date specified in the election. Such date shall not be sooner than three (3) years after the date the Deferral Period commences in which the scheduled early withdrawal was initially elected. Upon a Participant’s termination, any
balance subject to a Scheduled Early Withdrawal election shall be distributed in a lump sum within sixty (60) days. 
                (b) Hardship Withdrawals. Upon a finding that a Participant has suffered an Unforeseen Emergency, the
Administrative Committee may, in its sole discretion, make distributions from the Participant’s Account. The amount of such a withdrawal shall be limited to the amount the Administrative Committee determines to be reasonably necessary to meet
the Participant’s needs resulting from the Unforeseen Emergency. If any payment is made due to Unforeseen Emergency, any existing Deferral Commitment shall be null and void and the Participant shall not be permitted to make any Deferral
Commitment for twelve (12) months. Any such hardship withdrawal distribution shall be payable in a single lump sum within thirty (30) days after the Administrative Committee approves such payment. 
 
 PAGE 8 - STOCK DEFERRAL PLAN

 
5.2 Distributions Following Termination of Service
                (a) Retirement or Disability
Benefit.
                 (i) Benefit Amount. If a Participant terminates service with Employer due
to Retirement or Disability, Employer shall pay to the Participant a benefit equal to the balance in the Participant’s Account. 
                (ii) Form of Benefit. Subject to Section 5.2(a)(iii), benefits under this Section 5.2(a) shall be paid in the form or forms
selected by the Participant in the Participation Agreement. Optional forms of payment include a lump-sum payment or substantially equal annual installments of the Account amortized over a period of up to fifteen (15) years. The initial payment shall
be as elected by the Participant, either within sixty (60) days of termination or in January following termination, and all subsequent payments, if any, shall be in subsequent Januarys. In order to provide substantially equal installments, the
Committee shall assume a rate of return during the period of payment and may, at its discretion, adjust the assumed rate and the size of future installments based on the actual experience of Earnings Index of the Tektronix Common Shares. 

               (iii) Mandatory Lump-Sum Payments. Notwithstanding Section 5.2(a)(ii), if an employee terminates employment
before age fifty-five (55), or with less than five (5) years of service, or if a Director terminates Board service before age fifty-five (55), or if a Participant’s Account is less than fifty thousand dollars ($50,000) on the Retirement date, a
lump-sum benefit will be made regardless of the distribution method the Participant elected. 
                (iv)
Change in Form of Payment. Notwithstanding the above, a Participant may elect to change the form or forms of payment designation which shall supersede the form of payment designations in all prior Participation Agreements and prior elected
changes. If the Participant’s most recent change of payment designation has not been filed thirteen (13) calendar months prior to the date of employment termination, the prior election shall be used to determine the form of payment. 

               (v) Termination Benefit. If a Participant terminates employment or Board service with Employer for any reason
other than Retirement, Disability, or death, Employer shall pay to the Participant a lump-sum benefit equal to the balance in the Participant’s Account. 
 
                (b) Death Benefit.
                 (i) Preretirement. If a Participant terminates employment or Board service with Employer due to death, Employer shall pay to the
Participant’s Beneficiary a lump-sum benefit equal to the vested balance in the Participant’s Account. 
                (ii) Postretirement. If a Participant dies following the Participant’s Retirement, Employer shall continue to pay any
remaining benefit payments to the Participant’s Beneficiary in the form previously elected by the Participant for Retirement benefits. 
 
                (c) All balances in a Participant’s Stock subaccount shall be paid in Stock.
 
5.3 Benefit Commencement 
                Benefits shall commence as soon as practical after
termination but in no case more than sixty (60) days after termination. 
 PAGE 9 - STOCK DEFERRAL PLAN

 
5.4 Accelerated Distribution 
                Notwithstanding any other provision of the
Plan, at any time a Participant shall be entitled to receive, upon written request to the Administrative Committee, a lump-sum distribution equal to ninety percent (90%) of the Account balance as of the Determination Date immediately preceding the
date on which the Administrative Committee receives the written request. The remaining balance shall be forfeited by the Participant. The amount payable under this section shall be paid in a lump-sum benefit within thirty (30) days following the
receipt of the notice by the Administrative Committee from the Participant. Such Participant shall not be eligible to participate in the Plan for a period of one (1) year from the date of distribution. 
 
5.5 Deferred Payment of Benefit 
                If part of a Participant’s
compensation is not deductible under IRC Section 162(m), then Tektronix may require the Participant to defer payment of benefits under this Article to avoid the limitation set forth in Section 162(m). Any deferred benefits under this Section shall
be distributed to the Participant in the first calendar year such amounts would not exceed the limitation as set out in IRC Section 162(m). 
 
5.6 Withholding for Taxes 
                To the extent required by the law in effect
at the time payments are made, Employer shall withhold from payments made hereunder any taxes required to be withheld by the federal or any state or local government, including any amounts which the Employer determines are reasonably necessary to
pay any generation-skipping transfer tax which is or may become due. A beneficiary, however, may elect not to have withholding of federal income tax pursuant to Section 3405 of the Internal Revenue Code, or any successor provision thereto.

 
5.7 Valuation and Settlement 
                The amount of a lump-sum payment and the
initial installment payment shall be based on the value of the Participant’s Account on the Determination Date immediately preceding the lump-sum payment or commencement of installment payments. 
 
5.8 Payment to Guardian 
                The Administrative Committee may direct payment
to the duly appointed guardian, conservator, or other similar legal representative of a Participant or Beneficiary to whom payment is due. In the absence of such a legal representative, the Administrative Committee may, in its sole and absolute
discretion, make payment to a person having the care and custody of a minor, incompetent or person incapable of handling the disposition of property upon proof satisfactory to the Administrative Committee of incompetency, minority, or incapacity.
Such distribution shall completely discharge the Administrative Committee from all liability with respect to such benefit. 
 
Article VI—Beneficiary Designation 
 
6.1 Beneficiary Designation 
                Each Participant shall have the right, at
any time, to designate a Beneficiary (both primary as well as contingent) to whom benefits under this Plan shall be paid if a Participant dies prior to complete distribution to the Participant of the benefits due under the Plan. Each Beneficiary
designation shall be in a written form prescribed by the 
 PAGE 10 - STOCK DEFERRAL PLAN

 Administrative Committee, and will be effective only when filed with the Administrative Committee during the Participant’s lifetime. 
 
6.2 Changing Beneficiary 
                Any Beneficiary designation may be changed by a Participant
without the consent of the previously named Beneficiary by the filing of a new Beneficiary designation with the Administrative Committee. The filing of a new Beneficiary designation shall cancel all Beneficiary designations previously filed. If a
Participant’s Compensation is community property, any Beneficiary Designation shall be valid or effective only as permitted under applicable law. 
 
6.3 No Beneficiary Designation 
                In the absence of an effective Beneficiary Designation,
or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, the Participant’s designated Beneficiary shall be deemed to be the Participant’s estate. 


6.4 Effect of Payment 
                Payment to the Beneficiary shall completely discharge
Employer’s obligations under this Plan. 
 
Article VII—Administration
 
7.1 Committee; Duties 
                The Plan shall be administered by an Administrative Committee
consisting of three (3) members as may be appointed from time to time by the Board. The Administrative Committee shall have the authority to interpret and enforce all appropriate rules and regulations for the administration of the Plan and decide or
resolve any and all questions, including determination of eligibility and interpretations of the Plan, as may arise in such administration. A majority vote of the Administrative Committee members in office at the time of the vote shall control any
decision. The required majority action may be taken either by a vote at a meeting or without a meeting by a signed memorandum. Meetings may be conducted by telephone conference call. The Administrative Committee may, by majority action, delegate to
one or more of its members the authority to execute and deliver in the name of the Administrative Committee all communications and documents which the Administrative Committee is required or authorized to provide under this Plan. Any party shall
accept and rely upon any document executed in the name of the Administrative Committee. Members of the Administrative Committee may be Participants under this Plan. 
 
7.2 Agents 
                The Administrative Committee may, from time to time, employ agents and
delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company. 
 
7.3 Binding Effect of Decisions 
                The decision or action of the Administrative Committee
with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any
interest in the Plan. 
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7.4 Indemnity of Committee 
                The Company shall indemnify and hold
harmless the members of the Administrative Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such person’s service on the Administrative
Committee, except in the case of gross negligence or willful misconduct. 
 
Article VIII—Claims Procedure
 
8.1 Claim 
                Any person claiming a benefit, requesting an interpretation
or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Administrative Committee which shall respond in writing within thirty (30) days. 
 
8.2 Denial of Claim 
                If the
claim or request is denied, the written notice of denial shall state: 
                 (a) The reason
for denial, with specific reference to the Plan provisions on which the denial is based. 
                (b) A description
of any additional material or information required and an explanation of why it is necessary. 
                (c) An
explanation of the Plan’s claim review procedure. 
 
 
8.3 Review of Claim 
                 (a) Any person whose claim or request is denied or who has not received a response within thirty (30) days may request review by notice given in writing to the Administrative Committee. The claim or request shall be reviewed by the
Administrative Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing. 
                (b) Such notice shall be made within the lesser of ninety (90) days of notice of denial or one hundred twenty (120) days of the
original written claim.  
 
 
8.4 Final Decision 
                The
decision on review shall normally be made within sixty (60) days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days. The
decision shall be in writing and shall state the reason and the relevant plan provisions. All decisions on review shall be final and bind all parties concerned. 
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PLAN

 
Article IX—Amendment and Termination of Plan
 
9.1 Amendment
                 (a) The Company may amend the Plan at any time and from time
to time by written instrument. Except as provided in (b) below, the power to amend may be executed only by the Board. 
                (b) The Administrative Committee may adopt any technical, clerical, conforming or clarifying amendment or other change, provided:

                 (i) The Administrative Committee deems it necessary or advisable to: 
 
               (A) Correct any defect, supply any omission or reconcile any inconsistency in order to carry out the intent and
purposes of the Plan; 
                (B) Maintain the Plan’s status as a "top-hat" plan for purposes of ERISA; or

                (C) Facilitate the administration of the Plan; 
 
                (ii) The amendment or change does not, without the consent of the Board, materially increase the cost to the Employer of maintaining the
Plan; and 
                (iii) Any amendment adopted by the Administrative Committee shall be in writing, signed by a
member of the Committee and promptly reported to the Board. 
 
                (c) To the extent permitted
under subsection (e) below, amendments may have an immediate, prospective or retroactive effective date. 
                (d) Amendments do not require the consent of any Participant or Beneficiary. 
                (e) Amendments are subject to the following limitations: 
                 (i) Preservation of Account Balance. No amendment shall reduce the amount credited or to be credited to any Account as of the
date notice of the amendment is given to Participants. 
                (ii) Changes in Earnings Rate. If the Plan
is amended so that the Earnings Index is not used to calculate the Rate of Return, the rate of earnings to be credited to the Participant’s Account shall not be less than the monthly equivalent of the average nominal annual yield on three (3)
month Treasury bills for the applicable Determination Period. 
                (iii) After a Change in Control. No
amendment shall change the methodology used to calculate the Rate of Return in any way which will lower the Participant’s returns on any amounts deferred under Deferral Commitments filed prior to the Change in Control. 
                All amounts deferred under Deferral Commitments filed prior to a Change in Control shall be paid as originally elected by the
Participant unless the Participant voluntarily changes such distribution elections in accordance with 5.2(a)(iv). 
 
 
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9.2 Employer’s Right to Terminate 
                The Board may at any time partially or completely terminate the Plan if, in its judgment, the tax, accounting or other effects of the continuance of the Plan, or potential payments thereunder would not be in
the best interests of Employer. 
                 (a) Partial Termination. The Board may
partially terminate the Plan by instructing the Administrative Committee not to accept any additional Deferral Commitments. If such a partial termination occurs, the Plan shall continue to operate and be effective with regard to Deferral Commitments
entered into prior to the effective date of such partial termination. 
                (b) Complete Termination. The
Board may completely terminate the Plan by instructing the Administrative Committee not to accept any additional Deferral Commitments, and by terminating all ongoing Deferral Commitments. If such a complete termination occurs, the Plan shall cease
to operate and Employer shall pay out each Account. Payment shall be made in a lump sum or in the installment schedule elected by the Participant for payment upon Retirement, as decided by the Company, except as follows. If a Change in Control has
occurred prior to the termination of the Plan, payment shall be made in the installment schedule elected by the Participant for payment upon Retirement. 
 
                Payments shall commence within sixty (60) days after the Board terminates the Plan and earnings shall continue to be credited on the
unpaid Account balance. 
 
Article X—Miscellaneous
 
10.1 Unfunded Plan 
                As to employees, this Plan is an unfunded plan
maintained primarily to provide deferred compensation benefits for a select group of "management or highly compensated employees" within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. As to Directors, this Plan is not subject to ERISA because it does not provide benefits for employees. 
 
10.2 Unsecured General Creditor 
                Participants and Beneficiaries shall be
unsecured general creditors, with no secured or preferential right to any assets of Employer or any other party for payment of benefits under this Plan. Any life insurance policies, annuity contracts or other property purchased by Employer in
connection with this Plan shall remain its general, unpledged and unrestricted assets. Employer’s obligation under the Plan shall be an unfunded and unsecured promise to pay money in the future. 
 
10.3 Trust Fund 
                At its discretion, the Employer may establish one (1)
or more trusts, with such trustees as the Employer may approve, for the purpose of providing for the payment of benefits owed under the Plan. Although such a trust shall be irrevocable, its assets shall be held for payment of all the Company’s
general creditors in the event of insolvency or bankruptcy. To the extent any benefits provided under the Plan are paid from any such trust, Employer shall have no further obligation to pay them. If not paid from the trust, such benefits shall
remain the obligation of Employer. 
 PAGE 14- STOCK DEFERRAL PLAN

 
10.4 Nonassignability 
                Neither a Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are,
expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency. 
 
10.5 Not a Contract of Employment 
                This Plan shall not constitute a contract of
employment between Employer and the Participant. Nothing in this Plan shall give a Participant the right to be retained in the service of Employer or to interfere with the right of Employer to discipline or discharge a Participant at any time.

 
10.6 Protective Provisions 
                A Participant will cooperate with Employer by furnishing
any and all information requested by Employer in order to facilitate the payment of benefits hereunder, and by taking such physical examinations as Employer may deem necessary and taking such other action as may be requested by Employer. 


10.7 Governing Law 
                The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Oregon, except as preempted by federal law. 
 
10.8 Validity 
                In case any provision of this Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein. 
 
10.9 Notice 
                Any notice required or
permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed as given as of the date of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification. Mailed notice to the Administrative Committee shall be directed to the Company’s address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last
known address in Employer’s records. 
 
10.10 Successors 
                The provisions of this
Plan shall bind and inure to the benefit of Employer and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by
 PAGE 15- STOCK DEFERRAL PLAN

 merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of Employer, and successors of any such corporation or other business
entity. 
   

	 	 
	 	 	 	TEKTRONIX, INC. 
	 	 	 	 
	 	 By:
 	 	/s/ JAMES F.
DALTON                                       
        
	 	 
 	 	Its: 
	 	 
 	 	 
	 	 Dated:
 	 	 July 25,
2001                                        
                        

 PAGE 16- STOCK DEFERRAL PLAN