TEKTRONIX

               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN

                                1999 RESTATEMENT

                                  July 1, 1999




Tektronix, Inc.
an Oregon corporation
P.O. Box 1000
Wilsonville, Oregon 97070                                              Tektronix

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                                    TEKTRONIX

               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN

                                1999 RESTATEMENT

                                  July 1, 1999



Tektronix, Inc.
an Oregon corporation
P.O. Box 1000
Wilsonville, Oregon 97070                                              Tektronix


     Members of the Tektronix Board of Directors who are not employees of
Tektronix or an affiliate (Non-Employee Directors) are paid annual retainers and
meeting fees, in cash, for service as directors of the company (Directors'
Fees). They also receive shares of Tektronix's common stock (Award Shares)
pursuant to the Tektronix, Inc. Non-Employee Directors Stock Compensation Plan
(Stock Plan). In addition, they may elect under the Stock Plan to receive shares
of Tektronix's common stock (Election Shares) in lieu of cash for the remainder
of the annual retainer (Retainer Election Shares) and for all of their committee
chair and meeting fees (Fee Election Shares). The unvested portion of the Award
Shares is forfeited in the event the Non-Employee Directors' service on the
Tektronix Board of Directors terminates prior to full vesting of the award,
which is generally on the fifth anniversary of the date of the award.

     In order to provide greater incentives for qualified persons to serve as
Non-Employee Directors, Tektronix adopts this plan to allow the Non-Employee
Director to elect from time to time to defer receipt of Directors' Fees, of
Award Shares, and of Election Shares.

1.   Plan Administration

     The Chief Executive Officer of Tektronix or delegate shall appoint one or
more employees of Tektronix as Administrator of the plan. The Administrator
shall interpret and administer the plan and for that purpose may make, amend or
revoke rules and regulations at any time.

2.   Deferral Election

     2.1 A Non-Employee Director may elect as provided below to defer the
     receipt of all or a specified part of the Directors' Fees, Award Shares,
     and Election Shares. An election shall be in writing on a form provided by
     the Administrator and shall

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     specify the time and manner of payment of the deferred amounts in
     accordance with other provisions of this plan.

     2.2 An election to defer Directors' Fees and Fee Election Shares shall be
     effective as follows:

          (a) Except as provided in (b) and 2.4, an election received by the
     Administrator on or before December 20 of any year shall be effective for
     Directors' Fees and Fee Election Shares payable for succeeding calendar
     years.

          (b) An initial election shall be effective for all Directors' Fees and
     Fee Election Shares payable after it is received if that occurs within 30
     days after notice to a Director of whichever of the following is
     applicable:

               (1) Adoption of this Plan.

               (2) Commencement of the Director's eligibility to participate in
          this plan.

     2.3 An election to defer Award Shares and Retainer Election Shares shall be
     effective as follows:

          (a) Except as provided in (b), (c) and 2.5, an election received by
     the Administrator before an annual meeting of shareholders of Tektronix
     shall be effective for Award Shares with an award date on or after such
     annual meeting and Retainer Election Shares as to which a Non-Employee
     Director has elected to receive Retainer Election Shares in lieu of cash
     payment of annual retainer fees payable for periods after such annual
     meeting.

          (b) If a Non-Employee Director is elected or appointed to the
     Tektronix Board of Directors, an election to defer shall be effective for
     all of the Award Shares awarded as of the date the Director is elected or
     appointed and any Retainer Election Shares the Director elects to receive
     in lieu of cash payments of annual retainer fees payable for periods after
     the date the Director is elected or appointed, if the election is received
     by the Administrator within 30 days after the date the Director is elected
     or appointed.

          (c) An election to defer shall be effective for the portion of the
     Award Shares becoming vested as of a date after the election is received by
     the Administrator. For this purpose, Award Shares become vested on the
     anniversary date, or other date, through which the Non-Employee Director
     must continue in service on the Board of Directors to reach an increment in
     the percent vested under the vesting schedule in the Stock Plan.

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     2.4 An election to defer Directors' Fees and Fee Election Shares shall
     continue in effect through the year in which the Director terminates it in
     writing or changes the amount deferred by submitting a new election. Such a
     notice or new election received on or before December 20 of any year shall
     be effective for succeeding calendar years and shall not affect fees
     deferred under the prior election.

     2.5 An election to defer Award Shares and Retainer Election Shares shall
     continue in effect until an annual meeting of Tektronix shareholders before
     which the Director terminates it in writing. Such a notice of termination
     shall be effective for Award Shares with an award date as of such annual
     meeting and any subsequent awards, or Retainer Election Shares elected in
     lieu of cash payment of annual retainer fees payable for periods after such
     annual meeting, but shall not affect Retainer Election Shares deferred
     under the prior election.

     2.6 Tektronix may withhold from any deferral or from nondeferred fees
     payable at the same time any amounts required by applicable law and
     regulations.

     2.7 Deferral of Retainer Election Shares shall be controlled by elections
     under 2.3 and not by elections under 2.2

3.   Deferred Compensation Account, Trust

     3.1 Tektronix shall credit to a Director's deferred compensation account
     (the Account) each amount of Directors' Fees deferred by the Director under
     this plan. The Account shall be credited as of the day a deferred fee would
     otherwise have been paid to the Director.

     3.2 Until full payment of a Director's Account has been made to the
     Director or beneficiaries under this plan, Tektronix shall credit interest
     to the Account as follows:

          (a) The interest rate for each calendar quarter shall be the yield to
          maturity of the most recent 10 year U.S. Treasury Notes as of the
          close of the quarter.

          (b) Interest on undistributed balances shall accrue from the date
          deferrals are credited under 3.1 until the last installment is paid.

          (c) Interest shall be added to principal during the deferral period as
          of the last day of each calendar quarter. Installment payments shall
          be calculated by dividing the adjusted principal by the number of
          installments to be paid. Interest during the payment period shall be
          added to the second and subsequent installments of principal.


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     3.3 Each Director's Account shall be maintained on the books of Tektronix
     until full payment has been made to the Director or beneficiaries under
     this plan. No funds shall be set aside or earmarked for the Account, which
     shall be purely a bookkeeping device.

     3.4 The Administrator of the Stock Plan shall transfer the certificates for
     any Award Shares and Election Shares deferred under Section 2 to the
     trustee of the Tektronix Executive Compensation Trust (the Trust), which
     shall be the owner of record of such Award Shares and Election Shares.
     Dividends on deferred Award Shares and Election Shares shall be paid to the
     trustee of the Trust. The Investment Committee established under the Trust
     shall invest the dividends in a money market fund or other financial assets
     selected in its discretion.

4.   Time and Manner of Payment

     4.1 Subject to 4.6 and 5.1 the Account shall be paid or payment commenced
     in the next January after one of the following Payment Dates as selected
     under 4.3:

          (a) The date the Director's service on the Tektronix Board ends.

          (b) The date the Director reaches age 65 or a later age specified by
          the Director in the selection under 4.3.

          (c) The date that the criteria in both (a) and (b) have been met.

     4.2 Subject to 4.6 and 5.1 the Account shall be paid in one of the
     following ways as selected under 4.3:

          (a) In a single lump sum.

          (b) In not more than five substantially equal annual installments of
          principal plus interest.

     4.3 The time and manner of payment under 4.1 and 4.2 shall be selected by
     the Director as follows:

          (a) The selection shall be made in the deferral election.

          (b) The selection shall be irrevocable for the portion of the Account
          attributable to amounts deferred under the election in which the
          selection is made.

          (c) If the time or method of payment is different under different
          elections, the Account shall be appropriately divided for
          distribution.


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     4.4 The trustee of the Trust shall transfer all the deferred Award Shares
     and Election Shares to the Director in the next January after one of the
     Payment Dates described in 4.1, as selected under 4.3. At the same time the
     trustee shall pay the Director the amount of all dividends received on the
     deferred Award Shares and Election Shares, adjusted for investment returns
     during the period held by the Trust.

     4.5 Tektronix may withhold from any payments any income tax or other
     amounts as required by law.

     4.6 If a Director has elected to defer payment of an amount, the
     Administrator may in its discretion make or commence payments earlier than
     the deferred date if, on application by the Director, the Administrator
     finds that financial hardship exists because of illness, accident,
     disability or other unexpected event creating a financial need.

5.   Death

     5.1 A Director's Account and deferred Award Shares and Election Shares
     shall be distributable under 5.2 on the Director's death regardless of the
     provisions of 4 above.

     5.2 On death of a Director the Account shall be paid in a single lump sum
     within 30 days after death. At the same time the trustee of the Trust shall
     distribute the Director's deferred Award Shares and Election Shares plus
     the dividends received on such Award Shares and Election Shares, adjusted
     for investment return during the period held by the Trust. Such payment and
     distribution shall be made to a beneficiary determined in the following
     order of priority:

          (a) To the surviving beneficiaries designated by the Director in
          writing to the Administrator.

          (b) To the Director's surviving spouse.

          (c) To the Director's estate.

6.   Termination; Amendment

     6.1 Tektronix may terminate this plan as to deferral of Directors' Fees and
     Fee Election Shares effective the first day of any year after notice to the
     Non-Employee Directors. Tektronix may terminate this plan as to deferral of
     Award Shares and Retainer Election Shares effective with any annual meeting
     of shareholders after notice to the Non-Employee Directors. Upon
     termination of the plan, no further deferral shall be permitted of
     Directors' Fees, Award Shares, or Election Shares, whichever applies.
     Amounts in an Account shall remain to the credit of the Account, shall
     continue to be credited with interest and shall be paid out in accordance
     with 3 and 4 above. Award Shares and


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     Election Shares in the Trust shall continue to be held, along with
     dividends received on them, and distributed in accordance with 3 and 4
     above.

     6.2 The Board of Directors may amend this plan at any time effective after
     notice to the Non-Employee Directors.

     6.3 If the Internal Revenue Service rules that any amounts deferred under
     this plan will be subject to current income tax, all amounts to which the
     ruling is applicable shall be paid within 30 days to the Directors.

7.   Claims Procedure

     7.1 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 Administrator, who shall respond in writing as
     soon as practicable.

     7.2 If the claim or request is denied, the written notice of denial shall
     state the following:

          (a) The reasons 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 review procedure.

     7.3 The initial notice of denial shall normally be given within 90 days
     after receipt of the claim. If special circumstances require an extension
     of time, the claimant shall be so notified and the time limited shall be
     180 days.

     7.4 Any person whose claim or request is denied or who has not received a
     response within 30 days may request review by notice in writing to the
     Administrator. The original decision shall be reviewed by the Administrator
     which may, but shall not be required to, grant the claimant a hearing. On
     review, whether or not there is a hearing, the claimant may have
     representation, examine pertinent documents and submit issues and comments
     in writing.

     7.5 The decision on review shall ordinally be made within 60 days. If an
     extension of time is required for a hearing or other special circumstances,
     the claimant shall be so notified and the time limit shall be 120 days. The
     decision shall be in writing and shall state the reasons and the relevant
     plan provisions. All decisions on review shall be final and bind all
     parties concerned.


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8.   General Provisions

     8.1 Subject to the rights of the Non-Employee Directors under the Trust,
     all amounts of deferred compensation under this plan shall remain at all
     times the unrestricted assets of Tektronix and the promise to pay the
     deferred amounts shall at all times remain unfunded as to the Directors.
     The rights of Directors and beneficiaries under the plan shall only be as
     general creditors of Tektronix.

     8.2 Any notice under this plan shall be in writing or by electronic means
     and shall be received when actually delivered or, if mailed, when deposited
     postpaid as first class mail. Mail should be directed to Tektronix at the
     address stated in this plan, to a Director at the address stated in the
     Director's election or to such other address as either party may specify by
     notice to the other party.

     8.3 The interests of a Director or beneficiary under this plan are personal
     and no such interest may be assigned, seized by legal process or in any way
     subjected to the claims of any creditor.

9.   Effective Date

     This Restatement of the plan shall be effective July 1, 1999.

     Adopted June 23, 1999


                                       TEKTRONIX, INC.

                                       By: JAMES F. DALTON
                                           -------------------------------------
                                           James F. Dalton


                                       Executed: September 23, 1999