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                                                                    EXHIBIT 10.2

                                 TEKTRONIX, INC.

                           DEFERRED COMPENSATION PLAN

                                2005 Restatement
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                                TABLE OF CONTENTS

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ARTICLE I--PURPOSE AND EFFECTIVE DATE...................................     1
   1.1   Purpose........................................................     1
   1.2   Effective Dates................................................     1

ARTICLE II--DEFINITIONS.................................................     1
   2.1   Account........................................................     1
   2.2   Administrative Committee.......................................     2
   2.3   Beneficiary....................................................     2
   2.4   Board..........................................................     2
   2.5   Bonus..........................................................     2
   2.6   Change in Control..............................................     2
   2.7   Company........................................................     3
   2.8   Compensation...................................................     3
   2.9   Deferral Commitment............................................     3
   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.................................................     4
   2.16  Elective Deferred Compensation.................................     4
   2.17  Employer.......................................................     4
   2.18  Participant....................................................     4
   2.19  Participation Agreement........................................     4
   2.20  Plan...........................................................     4
   2.21  Rate of Return.................................................     4
   2.22  Retirement.....................................................     4
   2.23  Salary.........................................................     4
   2.24  Unforeseen Emergency...........................................     5
   2.25  Prior Plan Amounts.............................................     5

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS.....................     5
   3.1   Eligibility and Participation..................................     5
   3.2   Form of Deferral...............................................     6
   3.3   Limitations on Deferral Commitments............................     6
   3.4   Commitment Limited by Termination..............................     6

ARTICLE IV--DEFERRED COMPENSATION ACCOUNTS..............................     7
   4.1   Accounts.......................................................     7
   4.2   Elective Deferred Compensation.................................     7
   4.3   Matching Contribution Makeup...................................     7
   4.4   Pension Makeup.................................................     7
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                                TABLE OF CONTENTS

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   4.5   Allocation of Elective Deferred Compensation...................     7
   4.6   Determination of Accounts......................................     8
   4.7   Vesting of Accounts............................................     8
   4.8   Statement of Accounts..........................................     8
   5.1   Distributions Prior to Termination of Employment...............     8
   5.2   Distributions Following Termination of Service.................     9
   5.3   Benefit Commencement...........................................    10
   5.4   Accelerated Distribution.......................................    10
   5.5   Deferred Payment of Benefit....................................    10
   5.6   Withholding for Taxes..........................................    11
   5.7   Valuation and Settlement.......................................    11
   5.8   Payment to Guardian............................................    11

ARTICLE VI--BENEFICIARY DESIGNATION.....................................    11
   6.1   Beneficiary Designation........................................    11
   6.2   Changing Beneficiary...........................................    11
   6.3   No Beneficiary Designation.....................................    11
   6.4   Effect of Payment..............................................    12

ARTICLE VII--ADMINISTRATION.............................................    12
   7.1   Committee; Duties..............................................    12
   7.2   Agents.........................................................    12
   7.3   Binding Effect of Decisions....................................    12
   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................................................    13
   8.4   Final Decision.................................................    13

ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN...........................    13
   9.1   Amendment......................................................    13
   9.2   Employer's Right to Terminate..................................    14

ARTICLE X--MISCELLANEOUS................................................    15
   10.1  Unfunded Plan..................................................    15
   10.2  Unsecured General Creditor.....................................    15
   10.3  Trust Fund.....................................................    15
   10.4  Nonassignability...............................................    15
   10.5  Not a Contract of Employment...................................    15
   10.6  Protective Provisions..........................................    16
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                                TABLE OF CONTENTS

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   10.7  Governing Law..................................................    16
   10.8  Validity.......................................................    16
   10.9  Notice.........................................................    16
   10.10 Successors.....................................................    16
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                                 TEKTRONIX, INC.

                           DEFERRED COMPENSATION PLAN

                                2005 Restatement

                      ARTICLE I--PURPOSE AND EFFECTIVE DATE

1.1  Purpose

     The purpose of this Deferred Compensation Plan is to provide current tax
planning opportunities as well as supplemental funds upon the retirement or
death of Directors and certain 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 became effective as of
May 27, 2001. This Plan was restated as of June 1, 2001 to include Directors as
eligible Plan Participants. The Plan was most recently amended September 8,
2003. This 2005 Restatement is adopted to change the Deferral Period for
Directors, comply with section 409A of the Internal Revenue Code ("Code") and
provide for further changes to comply with Code Section 409A as further guidance
becomes available, and make other clarifying and administrative changes.

1.2  Effective Dates

     This 2005 Restatement is generally effective January 1, 2005 except as
expressly provided otherwise and as follows:

          (a) The Deferral Period that ends August 31, 2005 shall remain
     effective. No deferral of Director Fees will be allowed for services
     performed from September 23, 2005 to December 31, 2005.

          (b) Effective January 1, 2006, the Deferral Period for Directors shall
     be the calendar year and Deferral Commitments for Directors Fees for
     services in the 2006 calendar year must be submitted by December 31, 2005
     in accordance with Section 3.1(b).

                             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.


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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 to a Participant under the Annual
Performance Incentive Plan.

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.


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2.7  Company

     "Company" means Tektronix, Inc., an Oregon corporation, or any successor to
the business thereof.

2.8  Compensation

     "Compensation" means the Salary and Bonus or Director Fees 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.

2.10 Deferral Period

     For Directors, "Deferral Period" means a twelve (12)-month period beginning
September 1 and ending August 31. Effective January 1, 2006, "Deferral Period"
for Directors means a calendar year.

     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
by a Participant and payable in cash (before reduction for amounts deferred
under this Plan or under the Stock Deferral Plan). Director Fees do not include
expenses, reimbursements, or any form of noncash compensation or benefits.

2.14 Disability

A Participant shall be considered to have terminated employment or Board Service
because of "Disability" if either 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 which can be expected to result in death or can be expected to
     last for a continuous period of not less than 12 months.

          (b) The Participant is, by reason of any medically determinable
     physical or mental impairment which can be expected to result in death or
     can be expected to last for a continuous period of not less than


PAGE 3 - DEFERRED COMPENSATION PLAN
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     12 months, receiving income replacement benefits for a period of not less
     than 3 months under an accident and health plan covering employees of the
     Participant's employer.

2.15 Earnings Index

     "Earnings Index" means a portfolio or fund selected by the Administrative
Committee from time to time 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 Employer

     "Employer" means the Company or any successor to the business thereof, and
any affiliated or subsidiary corporations designated by the Administrative
Committee.

2.18 Participant

     "Participant" means any eligible individual who has elected to defer
Compensation under this Plan.

2.19 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.

2.20 Plan

     "Plan" means this Tektronix, Inc. Deferred Compensation Plan, as amended
from time to time.

2.21 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 Indices selected by the Participant.

2.22 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).

2.23 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


PAGE 4 - DEFERRED COMPENSATION PLAN
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Employee's taxable income that is not base salary. Deferral elections shall be
computed before taking into account any reduction in taxable income by Salary
reduction under Code Sections 125, 132(f) or 401(k), or under this Plan.

2.24 Unforeseen Emergency

     "Unforeseen Emergency" means a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant,
the Participant's spouse, or 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 unforeseeable circumstances
arising as a result of events beyond the control of the Participant. The
circumstances that will constitute an Unforeseen Emergency will depend upon the
facts of each case, but in any case, the amounts distributed with respect to an
Unforeseen Emergency shall not exceed the amounts necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution, after taking into account the extent to which such hardship
is or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Participant's assets (to the extent the
liquidation of such assets would not itself cause severe financial hardship).

2.25 Prior Plan Amounts

     "Prior Plan Amounts" means amounts that are 100 percent (100%) vested as of
December 31, 2004 (and related earnings credit after December 31, 2004) and are
either of the following :

     (a) Credited to a Participant's account with respect to a Determination
Period that ends on or before December 31, 2004.

     (b) Credited to a Participant's account before January 1, 2005 with respect
to a Determination Period that begins before January 1, 2005 pursuant to
Deferral Commitment delivered and in effect before October 3, 2004.

               ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1  Eligibility and Participation

          (a) ELIGIBILITY. Eligibility to participate in the Plan is limited to
     members and executives who are Vice Presidents and above and any other
     highly compensated employee selected by the Administrative Committee.

          (b) PARTICIPATION. Eligible employees and 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 December 31
     immediately preceding the Deferral Period, except as provided in (c) and
     (d) below.

          (c) PART-YEAR PARTICIPATION. If 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 eligibility to defer, and such
     Participation Agreement shall be effective only with regard to Compensation
     with respect to services following the submission of the Participation
     Agreement to the Administrative Committee.

          (d) BONUS. An employee must separately elect to defer amounts with
     respect to Bonuses under the Annual Performance Incentive Plan. The
     Participation Agreement must be submitted to the Administrative Committee
     not later than six (6) months before the end of the Company fiscal year for
     which the Bonus, if any, will be paid.


PAGE 5 - DEFERRED COMPENSATION PLAN
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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 for services to
     be performed during the Deferral Period. The amount to be deferred shall be
     stated as a whole number percentage or dollar amount of each installment of
     Salary.

          (b) BONUS DEFERRAL COMMITMENT. A Bonus Deferral Commitment shall be
     related to any Bonus payable under the Annual Performance Incentive Plan to
     the Participant for services to be performed during the Company fiscal year
     for which the Bonus will be paid. The amount to be deferred shall be stated
     as a whole number percentage or dollar amount of the Bonus.

          (c) DIRECTOR FEES DEFERRAL COMMITMENT. A Director Fees Commitment
     shall relate to the Director Fees for services as a Director to be
     performed during the Deferral Period. The amount to be deferred shall be
     stated as a whole number percentage or dollar amount of the amount
     otherwise payable.

3.3  Limitations on Deferral Commitments

     The following limitations shall apply to Deferral Commitments:

          (a) MINIMUM. The minimum deferral amount for a plan year shall be five
     thousand dollars ($5,000). Bonus amounts are included in the plan year in
     which the Bonus is otherwise expected to be paid. The minimum may be met by
     aggregating amounts under all Salary, Bonus and Director Deferral
     Commitments under 3.2 and by aggregating amounts deferred for the same plan
     year under this Plan and the Tektronix Stock Deferral Plan. The
     Administrative Committee may determine at any time that any deferral
     election that fails to provide for a minimum deferral is void and amounts
     covered by that election shall not be excluded from compensation for the
     year. The Administrative Committee may determine the timing of payments of
     amounts under a void election.

          (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 Deferred Compensation Plan and
     the Stock Deferral 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 with Employer or Board service prior
to the end of the Deferral Period, the Deferral Period and the Deferral
Commitment shall end at the date of termination.


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                   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 Participant's election of Earnings Indices and 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 Participant's Elective Deferred Compensation shall be credited to the
Participant's Account at the same time the corresponding nondeferred portion of
the Compensation becomes or would have become 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.

4.3  Matching Contribution Makeup

     A Participant's Account shall be credited with an amount that is equal to
the amount of matching contribution that was not credited to the Participant's
401(k) Savings Plan for the Deferral Period solely because the Participant's
deferrals under this Plan caused the Participant's taxable compensation reported
on IRS Form W-2 to be lower than if Participant had not deferred amounts under
this Plan. However, when combined with any credit to the Participant's
subaccount in the Tektronix Stock Deferral Plan, the total amount credited shall
be no more than the amount of the matching contribution that was not credited to
the Participant's 401(k) Savings Plan because of the reduction of taxable
compensation.

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 (with
interest credits, as provided in the Qualified Pension Plan through the end of
the respective calendar year) within ninety (90) days after the calendar year in
which the compensation was deferred which resulted in the lost Qualified Pension
Plan contribution. However, when combined with any credit to the Participant's
subaccount in the Tektronix Stock Deferral Plan, the total amount credited shall
be no more than one hundred percent (100%) of the eligible Qualified Pension
Plan makeup.

4.5  Allocation of Elective Deferred Compensation

          (a) At the time a Participant completes a Deferral Commitment for a
     Deferral Period, the Participant shall also select the Earnings Index or
     Indices in which the Participant wishes to have the deferrals deemed
     invested. The Participant may select any combination of Earnings Indices as
     long as at least five percent (5%), in whole percentages, is credited to
     each of the Earnings Indices selected.

          (b) A Participant may change the amounts allocated to the Earnings
     Indices on the first day of each calendar quarter, provided that the
     Participant submitted notice of the change at least five (5) days before


PAGE 7 - DEFERRED COMPENSATION PLAN
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     the first day of the calendar quarter. The change may apply to prospective
     deferrals only or may include current account balances.

          (c) CHANGES IN NOTICE AND FREQUENCY. The Administrative Committee may
     change the notice requirement and frequency by which Participants can
     reallocate their accounts from time to time by giving written notice to all
     Participants.

4.6  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.

4.7  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.

4.8  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, the following shall apply:

               (i) EARLIER PAYMENT ON SCHEDULE. Payment of any amount that is
          scheduled to be withdrawn before the time provided in (ii) shall be
          distributed on the date specified in the election.

               (ii) SCHEDULE AFTER TERMINATION. Any balance subject to a
          Scheduled Early Withdrawal election shall be distributed in a lump sum
          within sixty (60) days, subject to Section 5.3.

          (b) HARDSHIP WITHDRAWALS. A Participant may elect to withdraw amounts
     because of an Unforeseen Emergency. The Administrative Committee shall
     determine whether or not an Unforeseen Emergency has occurred and the
     maximum amount that may be withdrawn. Any such hardship withdrawal
     distribution shall be payable within thirty (30) days after the
     Administrative Committee approves such payment.


PAGE 8 - DEFERRED COMPENSATION PLAN
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5.2  Distributions Following Termination of Service

          (a) RETIREMENT OR DISABILITY BENEFIT.

               (i) BENEFIT AMOUNT. If a Participant terminates employment or
          Board 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 shall include a lump-sum payment and substantially equal
          annual installments of the Account amortized over a period of up to
          fifteen (15) years. Subject to Section 5.3, options for initial
          payment shall be 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 Indices.

               (iii) MANDATORY LUMP-SUM PAYMENTS. Notwithstanding Sections
          5.2(a)(ii), (iv) and (v), 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 payment will be made
          regardless of the distribution method the Participant elected.

               (iv) CHANGE IN FORM OF PAYMENT (AMOUNTS ACCRUED BEFORE JANUARY 1,
          2005). This provision shall apply only to Prior Plan Amounts. 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) CHANGE IN FORM OF PAYMENT (AMOUNTS ACCRUED AFTER DECEMBER 31,
          2004). If Section 5.2(a)(iv) does not apply, a Participant may elect
          to change the form or forms of benefit specified in the Participation
          Agreements, subject to the following:

                    (A) The election to change may not take effect until at
               least twelve (12) months after the date on which the election is
               made. The election shall be ineffective with respect to benefits
               that start pursuant to a Participation Agreement or other terms
               of the Plan before the anniversary of the election.

                    (B) The first payment with respect to which the election is
               made shall be delayed for a period of not less than five (5)
               years from the date that such payment would otherwise have been
               made. The Participant may elect the period of delay, but the
               period of delay must not be less than five (5) years nor more
               than ten (10) years. The maximum period of annual installments
               under Section 5.2(a)(ii) shall be reduced by the number of years
               of the period of delay.

                    (C) No amount may be paid sooner under the new election than
               under the original election.


PAGE 9 - DEFERRED COMPENSATION PLAN
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          (b) 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.

          (c) 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.

5.3  Benefit Commencement

     Commencement of benefits shall be subject to the following:

          (a) Subject to (b) and any election under Section 5.2(a)(ii) to
     commence in January following termination, benefits under Section 5.2 shall
     commence as soon as practicable after termination but in no case more than
     sixty (60) days after termination.

          (b) Distributions on account of termination may not be made to a
     Participant who is a key employee, as defined in Code Section 416(i)
     without regard to Code Section 416(i)(5), before the date which is six (6)
     months after the date of termination of service with Employer. If the
     Participant terminates service because of death or if the Participant dies
     before or within the six (6) months, benefits shall commence as soon as
     practicable after death, but in no case no more than sixty (60) days after
     death.

          (c) The limitation in (b) shall not apply to Prior Plan Amounts. If
     benefits are paid in installments, the installments shall be charged first
     to Prior Plan Amounts.

5.4  Accelerated Distribution

     This provision shall apply only with respect to Prior Plan Amounts.
Notwithstanding any provision of the Plan other than the provisions of this
Section 5.4, 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
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 Code
Section 162(m), then Tektronix may require the Participant to defer payment of
benefits under this Article to avoid the limitation set forth in Code 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 Code Section 162(m).


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<PAGE>
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 it 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 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.


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<PAGE>
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) or more members as may be appointed from time to time by the Chief
Executive Officer. 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.

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:


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<PAGE>
          (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.

                  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


PAGE 13 - DEFERRED COMPENSATION PLAN
<PAGE>
               (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 subsections (e) and (f) 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, except as provided
          in subsection (f) below.

               (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 Section 5.2(a)(iv) or (v).

          (f) The Company may amend the Plan from time to time to comply with
     Code Section 409A and such amendments shall not be subject to restrictions
     in subsection (e). If an amendment reduces amounts that have been deferred,
     the 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, but without adjustment for earnings
     or other time value of money.

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


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<PAGE>
     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.

     Subject to the restrictions on payments to terminated key employees in
Section 5.3, 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.

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.


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<PAGE>
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 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.

                           Approved by the Board of Directors September 22, 2005





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