Exhibit (10)(ii)














                                 TEKTRONIX, INC.

                               STOCK DEFERRAL PLAN

                   As Amended by the Administrative Committee
                                September 8, 2003














                              Restated June 1, 2001


<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                     -----------

<S>                                                                                                       <C>
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................................................................................6
  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......................................................................7
</TABLE>


                                                                             (i)
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                     -----------
<S>                                                                                                       <C>
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..................................................................................8
  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
</TABLE>


                                                                            (ii)
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                     -----------
<S>                                                                                                       <C>
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
</TABLE>


                                                                           (iii)
<PAGE>

                                 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.


PAGE 1 - STOCK DEFERRAL PLAN
<PAGE>

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
<PAGE>

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
<PAGE>


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
<PAGE>


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 unforeseeable 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.


PAGE 5 - STOCK DEFERRAL PLAN
<PAGE>

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.

               (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.


PAGE 6 - STOCK DEFERRAL PLAN
<PAGE>

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, 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 as of the last
         day of the calendar quarter in which the Compensation would have been
         payable. The number of shares credited to the account shall be based on
         the average of the closing price of the Company's stock for the last
         trading day of each month in the quarter. 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.


PAGE 7 - STOCK DEFERRAL PLAN
<PAGE>

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 Deferred Compensation Plan, the total amount
credited shall be no more than one hundred percent (100%) of the Qualified
Pension Plan makeup.

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
<PAGE>


         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
<PAGE>

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 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


PAGE 10 - STOCK DEFERRAL PLAN
<PAGE>


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.

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.


PAGE 11 - STOCK DEFERRAL PLAN
<PAGE>


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.


PAGE 12 - STOCK DEFERRAL PLAN
<PAGE>

                  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).


PAGE 13 - STOCK DEFERRAL PLAN
<PAGE>


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
<PAGE>


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
<PAGE>


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:    Vice President

                            Dated:  September 8, 2003
                                    --------------------------------------

PAGE 16 - STOCK DEFERRAL PLAN