TEKTRONIX, INC.  2001 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

1.  Purpose

The purpose of this Non-Employee Directors Compensation Plan (the "Plan) is to enable Tektronix, Inc (the "Company") to attract and retain highly
qualified directors. The Company considers it desirable that members of the board of directors, who represent shareholders, be shareholders of the Company. To supplement the personal efforts of the
directors toward this end, the Plan is intended to increase the ownership interest of non-employee directors through awards of Common Shares of the Company. The Company intends to increase
the community of interest of the shareholders at large and the Company's directors and to make share ownership a dynamic influence on the attitudes of the board.

2.  Administration

The Plan shall be administered by the Secretary of the Company or such other person designated by the chief executive officer of the Company (the
"Administrator") who may delegate all or part of that authority and responsibility. The Administrator shall interpret the Plan, arrange for the purchase and delivery of shares, and otherwise assume
general responsibility for administration of the Plan. Any decision by the Administrator shall be final and binding on all parties.

3.  Awards

3.1 Each
non-employee director of the Company shall participate in the Plan as follows:



3.2 As
of the award date, a participant shall be awarded Common Shares of the Company as follows:

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3.3 Non-employee
directors of the Company may receive stock option grants pursuant to the Company's stock option plans.

4.  Chair and Meeting Fees

4.1 Effective
September 21, 2001, each non-employee director of the Company shall be entitled to receive (a) a fee of $5,000 for serving as
the chair of any of the following committees of the board of directors: the Audit Committee, the Committee on Directors and the Organization and Compensation Committee, (b) a fee of $1,200 for
each board meeting attended and (c) a fee of $900 for each board committee meeting attended,providedthat the board committee meeting is not
held in conjunction with a board meeting (such fees collectively, the "Fees").

4.2 On
the first business day immediately following the date of each annual meeting of the Company's shareholders, each non-employee director of the Company
shall be paid any Fees owed for the previous year ending on and including the date of such annual meeting.

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4.3 Each non-employee director of the Company may elect to receive Common Shares of the Company instead of cash payment for the Fees.

4.4 The
election to receive Common Shares instead of cash for the Fees shall be made by delivering a notice of election to the Company Secretary on or before the
thirtieth day following the date of the annual meeting of the shareholders, and shall be effective as to all Fees earned for the next year, beginning on the day following the annual meeting of
shareholders for the year in which the election is made, and ending on the next succeeding annual meeting. Once made, an election may be terminated by notice to the Secretary on or before the date of
the next annual meeting of shareholders, effective as to all Fees to be earned for the immediately following year beginning on the day following the next annual meeting.

4.5 With
respect to any election by a non-employee director of the Company to receive Common Shares of the Company instead of cash payment for the Fees, the
Administrator shall deliver cash in the amount of the Fees for each director and applicable commissions to the Broker, and the Broker shall effect a purchase of Common Shares in accordance with
paragraph 3.2(b) above.

4.6 Purchased
Common Shares shall be in the name of and distributed to each director.

5.  Transition from 1990 Plan

5.1 Before
the adoption of this Plan, non-employee directors of the Company participated in the Tektronix, Inc. Non-employee Directors
Stock Compensation Plan, adopted August 16, 1990, as amended (the "1990 Plan").

5.2 Commencing
September 21, 2001, if a participant in this Plan holds Common Shares of the Company granted under the 1990 Plan ("1990 Plan Shares") that have
not yet vested, and the 1990 Plan Shares were purchased at a price per share that is less than the market price per share of the Common Shares as of the close of trading on September 20, 2001,
the 1990 Plan Shares will continue to vest and be released as provided under the 1990 Plan. With respect to any participant in this Plan who continues to hold unvested 1990 Plan Shares pursuant to
this paragraph 5.2 on any award date, on the award date the participant shall not receive any shares pursuant to paragraph 3.2 of this Plan, but shall be entitled to receive Common
Shares of the Company equal in value to the positive difference between $30,000 and the value, as of the date of purchase, of the 1990 Plan Shares released immediately before the award date. Any
Common Shares received by a participant in this Plan pursuant to the immediately preceding sentence shall be purchased in the same manner as provided in paragraph 3.2 of this Plan. With respect
to any participant in this Plan for whom any remaining 1990 Plan Shares were released in the year preceding an award date, on and after the award date the participant shall be entitled to receive
awards as provided under this Plan in addition to the payment in Common Shares of the Company described in the immediately preceding sentence.

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5.3 If, on September 21, 2001, a participant in this Plan holds 1990 Plan Shares that have not yet vested under the 1990 Plan and were purchased at a price per
share that is more than the market price per share of the Common Shares as of the close of trading on September 20, 2001, the 1990 Plan Shares shall be forfeited to the Company and cancelled,
and the participant shall be entitled to receive awards as provided under this Plan.

6.  Rule 10b5-1 Plan

The Company intends this Plan to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and this Plan will be interpreted to comply with
the requirements of Rule 10b5-1(c).

7.  Amendment or Termination; Miscellaneous

7.1 The
board of directors of the Company may amend or terminate the Plan at any time. No amendment or termination shall adversely affect any previous award.

7.2 Subject
to the rights of amendment and termination in paragraph 7.1 above, the Plan shall continue indefinitely and future awards will be made in accordance
with paragraphs 3.2.

7.3 Nothing
in the Plan shall create any obligation on the part of the board of directors of the Company to nominate any director for reelection by the shareholders.

This
Plan was adopted by the board of directors of the Company and became effective May 17, 2001.

| |  | TEKTRONIX, INC.
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| |  | By:            

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