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                                                                  EXHIBIT 14(ii)

(TEKTRONIX(R) LOGO)
Enabling Innovation

                                    (LOGO 1)

                                    (LOGO 2)

                          BUSINESS PRACTICES GUIDELINES


                                                                    Page 1 of 31

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                            A MESSAGE FROM RICK WILLS

For more than 60 years, Tektronix' success has been linked to the ability of our
employees to "do the right thing" for our employees, customers and shareholders
and their ability to make business decisions that support our company values. We
pride ourselves on the fact that while short-term priorities may shift, our
values remain constant, reinforcing a long-standing culture committed to the
highest standards of ethical and compliant business practices.

It takes the efforts of each of you to ensure we continue to uphold the
company's strong reputation as a trusted business partner. Often the business
choices in front of us are complex and figuring out the right thing to do can be
difficult and unclear. Tektronix Business Ethics and Compliance Program will
provide you with the training, resources and tools to help you make the best
business decisions possible.

Our success starts with your dedication to making ethical decisions. While this
program helps Tektronix meet its legal and ethical commitments, it also supports
our core value system and underlies all that we do as a company and all that we
do as individuals working together. Your relationships with customers,
shareholders, employees, and suppliers starts with your own integrity.

Your integrity. Our success. It's a simple concept yet one that is critical to
our success and one that will continue to ensure Tektronix' leadership position
as a preferred global supplier and employer.

I challenge you to make the most of this program and apply your efforts and
commitment to achieve the highest levels of integrity with each business
decision that you make.


                                        Rick Wills
                                        Tektronix Chairman, CEO and President


                                                                    Page 2 of 31

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ROLES AND RESPONSIBILITIES

     The Tektronix Business Practices Guidelines (Business Practices Guidelines
     or Guidelines) apply worldwide, to all of our employees, directors,
     officers, contract labor, consultants, and others acting for Tektronix
     ("Representatives"). The ethical and legal principles contained in the
     guidelines represent the very core of how Tektronix expects its
     Representatives to conduct business on its behalf.

     The Guidelines continue Tektronix' long-standing expectation that all
     Tektronix Representatives conduct business on behalf of Tektronix morally,
     ethically and in conformance with all applicable laws in all places and at
     all times. No Representative may use outside agents or other indirect means
     to violate or circumvent applicable laws and regulations or the business
     practices outlined in these guidelines.

     -    ALL TEKTRONIX REPRESENTATIVES

          -    Be aware of the Business Practices Guidelines and always follow
               them.

          -    Be sensitive to situations that could lead you or others to
               engage in illegal, improper, or unethical actions, and avoid such
               situations.

          -    Never act in violation of any law and never believe that breaking
               the law in an attempt to help Tektronix is an indication of
               loyalty.

          -    Take action against illegal, improper, or unethical behavior. If
               necessary, report violations
               (http://tek.com/ir/business/reporting_violations.html) to your
               managers, the Chief Compliance Officer, or Ethicspoint at
               www.ethicspoint.com (Tektronix' employee access line and
               website).

     -    ADDITIONAL RESPONSIBILITIES OF TEKTRONIX MANAGERS

          -    Make a personal commitment to operate in accordance with the
               uncompromising values set forth in the Tektronix Business
               Practices Guidelines. Communicate this commitment to all
               Tektronix Representatives under your management control.

          -    Be familiar with the company-wide business practices and other
               standards of conduct and policies required of all
               Representatives. Know the resources and processes available to
               assist in the resolution of questions and concerns about
               Tektronix' business practices.

          -    Periodically discuss ethics and business conduct issues and
               review the business practices guidelines with Representatives
               under your management control. Ensure that all Representatives
               under your management control are aware of the guidelines,
               policies and legal requirements relevant to their work.

          -    Maintain a work environment that encourages open communication
               regarding ethics and business conduct issues and concerns.


                                                                    Page 3 of 31

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GUIDELINES OVERVIEW & INDEX

     Tektronix' ability to live up to its commitments and ethical standards is
     directly dependent on the day-to-day choices and actions of each individual
     acting on behalf of Tektronix. Set forth below is our standard of ethical
     conduct expected from everyone who does business in Tektronix' name. In
     addition to the Guidelines, each Representative is expected to become
     familiar and comply with all policies relating to their specific jobs
     within the Company. We have provided links to additional information where
     appropriate in the Guidelines. Please contact your manager or the Chief
     Compliance Office at CHIEF-COMPLIANCE-OFFICE@TEK.COM if you need additional
     clarification of the Guidelines or information regarding specific policies.

     Many decisions about ethical and compliant conduct fall into a gray area.
     If you have any questions about how to apply the Guidelines or related
     policies, you should discuss the situation with your manager or contact the
     references provided in those policies or the Guidelines. But first, when
     faced with a difficult ethical issue try asking yourself the following
     questions:

          -    Is it legal?

          -    Does it follow our Business Practices and other policies?

          -    How will the decision affect (or hurt) others (consumers,
               shareholders, suppliers, partners, competitors, the community,
               other employees)?

          -    How will the decision look to others?

          -    Would the decision be considered fair by those affected?

          -    Have all implications of the decision been fully explored?

          -    Would additional advice be helpful?

          -    How would I feel if the decision were made public? If you would
               not be comfortable justifying your decision publicly, it is
               probably not the right thing to do.

     The following is a list of the business practices topics you will find in
     these Guidelines. To access a topic, click on the underscored title listed
     below.

                                                                   (PEN GRAPHIC)

          -    ACCOUNTING CONTROLS, PROCEDURES, RECORDS & AUDITS

          -    ADVERTISING

          -    BUSINESS RELATIONSHIPS

          -    COMMUNITY RELATIONS

          -    COMPETITION

          -    CONFIDENTIAL & PROPRIETARY INFORMATION

          -    CONFLICTS OF INTEREST

          -    EMPLOYEE RELATIONS

          -    ENTERTAINMENT & GIFTS

          -    ENVIRONMENTAL HEALTH & SAFETY

          -    EXTERNAL PATENTS, COPYRIGHTS & TRADEMARKS


                                                                    Page 4 of 31

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(GUIDELINES OVERVIEW & INDEX CONTINUED....)

          -    ILLEGAL OR IMPROPER ACTS INCLUDING FRAUD & SIMILAR IRREGULARITIES

          -    INTERNATIONAL BUSINESS

               -    EXPORT CONTROL

               -    FOREIGN CORRUPT PRACTICES ACT

          -    MEDIA & INVESTOR INQUIRIES

          -    POLITICAL ACTIVITIES

          -    PRODUCT SAFETY

          -    QUALITY ASSURANCE

          -    SELLING TO THE GOVERNMENT

          -    TRADING IN TEKTRONIX STOCK


                                                                    Page 5 of 31

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ACCOUNTING CONTROLS, PROCEDURES, RECORDS AND AUDITS

     -    INTERNAL CONTROLS

               Tektronix has established systems, controls and records for
               authorizing, executing and recording transactions involving
               assets and liabilities. No Tektronix Representative will engage
               in any activity that circumvents Tektronix' system of internal
               controls. Administrative and accounting controls will be in place
               to assure that financial and other reports are accurately and
               reliably prepared, and fully and fairly disclose pertinent
               information.

     -    ACCOUNTING ACCURACY

               Accuracy and reliability of Tektronix' business records is not
               only mandated by law, but are critical to the company's
               decision-making process and to the proper discharge of our
               financial, legal and reporting obligations. All business records,
               accounts and reports to government agencies and others must be
               prepared with care and honesty. Representatives must provide
               constituents with information that is fair, accurate, complete,
               objective, relevant, timely and understandable with the
               understanding that such information may be used in documents that
               Tektronix files with or submits to the Securities and Exchange
               Commission or other governmental agencies.

     -    AUTHORIZATION

               All Tektronix payments and other transactions must be properly
               authorized by management and accurately and completely recorded
               on Tektronix' records in accordance with U.S. Generally Accepted
               Accounting Principles (GAAP) and established corporate accounting
               policies. Tektronix Representatives may not make any false,
               incomplete, or misleading entries. No undisclosed or unrecorded
               corporate funds, assets or liabilities may be established for any
               purpose, nor should Tektronix funds be placed in any personal or
               non-corporate account. All corporate assets must be properly
               protected and asset records regularly compared with actual assets
               with proper action taken to reconcile any variances. No
               Representative will authorize payment knowing that any part of
               the payment will be used for any purpose other than what is
               described in documents supporting the payment.

               Tektronix' detailed Accounting Policies & Procedures are located
               at:

               http://fp-finance.tek.com/finance/forms/corprefer/acctgpol.html.

     -    AUDITORS

               Tektronix Representatives are expected to cooperate fully with
               our internal and external auditors. No person will fraudulently
               influence, coerce, manipulate or mislead the independent auditors
               retained by Tektronix to audit or review its books, records or
               financial statements. For example, if an auditor asks you a
               question at a time when you are very busy and you are 80% sure of
               the answer, but to be completely sure will take some additional
               research, you should not "guess" at the answer. Instead, to
               cooperate fully, you should tell them that you are only 80% sure
               of the answer and perform the additional research if required. In
               other words, you should give thorough and complete answers to all
               questions.


                                                                    Page 6 of 31

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(ACCOUNTING CONTROLS, PROCEDURES, RECORDS AND AUDITS CONTINUED...)

     -    RECORD RETENTION

               Tektronix' records of its transactions are important corporate
               assets. All company records must be retained in accordance with
               Tektronix' Record Retention Guidelines. Each business function
               and entity is responsible for establishing record keeping
               processes in accordance with those guidelines. For more detailed
               information about Tektronix' Record Retention Guidelines, please
               visit: http://fp-bldgmgmt.tek.com/bldgmgmt/archivingattektronix/
               RecordRetention.htm

     -    EXPENSE REIMBURSEMENT & TRAVEL

               Tektronix' policies provide that employees will be reimbursed for
               reasonable expenses incurred when traveling on business or
               performing other company business. Each Tektronix employee is
               responsible for ensuring that selections for air carriers,
               vehicle rentals, accommodations, expenditures for meals, etc. are
               made with the goal of traveling economically and otherwise in
               accordance with established travel policies. Expenses incurred by
               employees in performing company business will be reimbursed
               through the filing of expense reports, which must be documented
               accurately and completely.

               Tektronix' Global Travel Policy can be found at:
               http://fp-travel.tek.com/travel/doc/GTP.pdf.

               Additional travel guidelines and other recommendations for
               prudent spending can be found at:
               http://fp-travel.tek.com/travel/Global_Travel.htm.

     -    PRESERVING TEKTRONIX' ASSETS

               Each Tektronix Representative is responsible for preserving
               Tektronix' assets including physical assets such as facilities,
               data and equipment and intangible assets such as patents,
               copyrights and trade secrets. This requires that all
               company-owned equipment be properly safeguarded and accounted for
               and that all supplier or customer-owned equipment be treated with
               the same high standards. No Representative may make improper use
               of Tektronix or customer resources or permit others to do so. Use
               of Tektronix property, facilities, equipment or information for
               non-Tektronix purposes is permitted only with the approval of
               managers having authority to permit such usage, after ensuring
               that the use is in compliance with other company policies.


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ADVERTISING

     Tektronix advertising must always be truthful. If specific claims are made
     about Tektronix products or their performance, there must be evidence to
     substantiate those claims. Tektronix products should not be labeled or
     marketed in any way that might cause confusion between our products and
     those of our competitors.

     Tektronix' Representatives should never disparage any of the products or
     services or the representatives of any of our competitors. If comparisons
     of Tektronix products against those of any of our competitors are used,
     such comparisons should be fair and accurate. Similarly, Representatives
     should be alert to any situation where a competitor may be trying to
     mislead potential customers about Tektronix or as to the origin of
     products, and inform appropriate management or the Law Department in any
     such case. Comparative advertising is subject to regulation particularly
     outside the U.S. You should review any comparative advertising with the Law
     Department and the appropriate Marketing Communications personnel, and must
     be substantiated.

     All use of Tektronix' trademarks and trade names should be in accordance
     with the company's policies governing such use.

     Advertising and like co-op promotional allowances are subject to very
     detailed and technical regulation under the Robinson-Patman Act, and should
     only be offered to Tektronix business partners after consultation with the
     Law Department.

     All estimates supplied to any customer or supplier (such as cost estimates)
     must be fair and reasonable. To the extent reasonably possible, objective
     facts and experience should back them up. If it is necessary to forecast
     future delivery dates, such forecasts should be made in the same way as an
     estimate (backed up by objective evidence to the extent reasonably possible
     and based upon good faith judgment when required). When an estimate is
     given, the company or individual receiving the information should always be
     advised that the information is provided as an estimate and not a
     commitment on the part of Tektronix and that Tektronix will not assume any
     liability for inaccuracy or change in the estimated information.

     Tektronix' Representatives may not use gifts, excessive entertainment, or
     any other ways to improperly influence current or potential customers.
     Tektronix products are to be marketed on the basis of our price, quality
     and service. It is our expectation that Tektronix' business partners and
     their representatives also live up to these obligations. When dealing with
     representatives of non-US governments, Tektronix' Representatives should
     also be familiar with the provisions of the (Foreign Corrupt Practices Act
     (FCPA).

     For more detailed information on Tektronix' advertising policies and
     related laws, please visit: http://fp-law.tek.com/law/advertising.html


                                                                    Page 8 of 31

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BUSINESS RELATIONSHIPS

     -    CUSTOMERS

               Every product or service Tektronix offers must be offered as our
               best solution to meet our customers' needs and conform to
               Tektronix' published specifications or with the specifications
               agreed upon with the customer without exception.

               Customers of Tektronix should be provided factual information
               regarding prices, capabilities, and delivery schedules.
               Underestimating design cycles or exaggerating benefits to obtain
               business is unacceptable. If unforeseen problems arise that will
               adversely affect a customer, the customer should be informed and
               an attempt made to minimize the impact or provide such relief as
               is appropriate. In short, Tektronix is committed to ensuring that
               its customers obtain full value and are dealt with fairly and
               honestly.

     -    SUPPLIERS

               Suppliers to Tektronix should always be treated fairly and
               honestly, and they should be provided clear instructions and
               timely feedback. All proprietary data of the suppliers provided
               to Tektronix will be protected as reflected in our agreements
               with them, In turn, Tektronix expects and demands both integrity
               and competence from its suppliers.

               Tektronix' Representatives should select goods and services for
               Tektronix on the basis of price, quality, suitability, delivery
               and service. Representatives must always exercise the highest
               ethical business practices in source selection, negotiation, and
               administration of all purchasing activities. Purchase agreements
               should be in writing and clearly identify the services or
               products to be provided, the basis for earning payment, and the
               applicable rate or fee. The amount of payment must be appropriate
               to the services or products provided. The same specifications or
               information and instructions will be provided to each competing
               supplier for a proposed purchase.

               Reasonable efforts should be made to carefully consider and
               evaluate competing offers from other companies. Tektronix'
               Representatives or any person having a close personal
               relationship with a Tektronix Representative (including
               affiliated entities) should not directly participate as a
               business partner or vendor without prior written approval from
               the Chief Compliance Officer or the VP of Human Resources (as
               described under the Conflicts of Interest Guideline.

               A person "having a close personal relationship" with a Tektronix
               Representative means a spouse, parents, children, siblings,
               mothers- and fathers-in-law, sons- and daughters-in-law,
               brothers- and sisters-in-law, any person living in the same house
               with the Representative, former spouses, or anyone in a close
               personal relationship with that Representative, or any business
               associate of the Representative, or any entity in which any of
               the any of the foregoing have a substantial interest.


                                                                    Page 9 of 31

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COMMUNITY RELATIONS

     Every year Tektronix receives hundreds of requests for contributions from
     various community organizations. All such requests are forwarded to the
     Tektronix Foundation for processing in accordance with the guidelines
     established by the trustees of the Foundation.

     Company guidelines require donations to be made only to IRS-designated
     non-profit organizations, and prohibit donations to political or religious
     organizations, fund-raisers or individuals. Requests from health
     organizations will be referred to the local United Way office.

     For more detailed information on Tektronix' community relations, please
     visit: http://www.tek.com/ir/about_us/foundation.html.


                                                                   Page 10 of 31
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COMPETITION

     -    ANTITRUST LAWS

               In marketing and selling Tektronix products, all Representatives
               must comply with the antitrust laws. Tektronix supports the
               antitrust laws and subscribes to the philosophy of competition
               and free enterprise that underlies them. In addition to U.S.
               laws, some of which apply to Tektronix' activities abroad, there
               are foreign antitrust laws which apply to our international
               activities.

               Violation of applicable antitrust laws is a serious offense and
               can result in severe penalties, including criminal and civil
               penalties for business entities, and discharge, fines or
               imprisonment for individual Representatives.

               The antitrust laws generally prohibit agreements or actions in
               restraint of trade. Among the activities found to be clear
               violations of the law are agreements or understandings among
               competitors to fix or control prices; to boycott specified
               suppliers or customers; to allocate product, territories, or
               markets; or to limit or reduce production. All such actions are
               anti-competitive or otherwise contrary to laws that govern
               competitive practices in the marketplace and must be avoided.

     -    ANTI-BOYCOTT

               By law, Tektronix Representatives and agents may not support or
               cooperate with an unsanctioned boycott of another country that is
               "friendly" to the United States. The Company must report to the
               U.S. government any information (about which it has knowledge) or
               any request to support a boycott. Requests are often found in
               letters of credit, shipping instructions, certificates of origin
               and other contract-related documents. For example, a customer may
               ask for our certification that the products supplied are not made
               in a particular country, directly or indirectly, in whole or in
               part, or words to that effect. Complying with this request is
               prohibited by law and Tektronix must report this to the U.S.
               Government. If you learn of a boycott of another country that is
               "friendly" to the United States, contact the Legal department.

               More information about antitrust laws and Tektronix' polices can
               be found at:

               http://fp-law.tek.com/law/antitrust.html

     -    GATHERING COMPETITIVE INFORMATION

               Tektronix Representatives may not use improper means to gather
               information about competitors. Theft, illegal entry and
               electronic eavesdropping are obviously unacceptable means of
               searching for competitive intelligence. In addition,
               Representatives may not misrepresent themselves or their
               situation in order to convince another person to release
               information (by posing as a customer, for example), or engage a
               third party to do so. Representatives may not offer a bribe or a
               gift in exchange for competitors' information, nor solicit
               confidential information from a competitor's ex-employee now
               working for Tektronix. This is not a comprehensive list of
               unacceptable means. Under the Economic Espionage Act, it is a
               federal crime to steal or otherwise take, without authorization,
               a product related trade secret of another for economic benefit
               and while knowing or intending that the action will injure the
               owner. The penalties for violating the law are substantial, for
               both the individual and the company. The Act applies to
               activities of US citizens and US companies both within and
               outside the US and activities of foreign companies within the US.
               You should talk with your manager before using any non-public
               competitive information where there is a question about how it
               was obtained. If the competitive information may involve a trade
               secret, also contact the Law Department.


                                                                   Page 11 of 31

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CONFIDENTIAL AND PROPRIETARY INFORMATION

                                                                 (PAPER GRAPHIC)

     Tektronix safeguards its proprietary and other confidential information and
     trade secrets, and also similarly protects comparable information obtained
     from customers and suppliers. Tektronix Representatives are responsible for
     protecting this information.

     Proprietary information, trade secrets and other confidential information
     includes information about technologies under development, future products,
     marketing strategies, production or sales data, names or lists of Tektronix
     employees, and information about or supplied by customers or vendors.

     Tektronix Representatives should only discuss proprietary, confidential or
     trade secret information internally with Tektronix Representatives who have
     a need to know such information. Representatives must avoid inadvertent
     disclosure in the course of social conversations and business relations
     with customers, suppliers and others.

     If there is a business reason to disclose or receive confidential, trade
     secret or proprietary information, you should use a Tektronix Confidential
     Information Agreement (CIA; also known as a "Non-Disclosure Agreement" or
     "NDA") and comply with the directions for its use, including having it
     signed by someone with proper authority. Confidential Information
     Agreements (CIAs or NDAs) offered by a third party must always be reviewed
     by a Tektronix attorney. Contact the attorney responsible for CIAs/NDAs in
     the Law Department with questions or if you need an outside agreement
     reviewed.

     Trade secrets and Confidential Information obtained from customers and
     suppliers should be carefully protected. Theft of trade secrets is now a
     federal crime under the Economic Espionage Act of 1996. The penalties for
     violating the law are substantial, for both the individual and the company
     involved.

     Each Tektronix employee is required to sign a written agreement which sets
     forth more detailed limitations on disclosure of proprietary and
     confidential information and trade secrets. Representatives who are unsure
     of how to handle requests for confidential information, should seek
     guidance from their manager, their Tektronix employee contact, or the
     Controller in the organization they serve.

     Tektronix' Privacy Statement is located at:
     http://www.tek.com/Measurement/cgi-bin/framed.pl?Document=/Measurement
     /privacy/privacy_truste.html&FrameSet=mbd


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CONFLICTS OF INTEREST

                                                              (CONFLICT GRAPHIC)

     At Tektronix there is no room for a conflict of interest between a
     Representative's personal affairs and company business. Tektronix
     Representatives may not engage in any business activity or investment that
     could prevent the Representative from impartially performing his or her
     duties at Tektronix. This requires that each Representative avoid any
     actual or apparent conflict of interest between personal affairs and
     company business. Any time a conflict appears, or the possibility exists
     that such conflict might develop, Representatives should discuss and
     resolve the matter with his or her manager, the Human Resources Business
     Partner assigned to support the Representative's Business unit or Corporate
     Functions, the Chief Compliance Officer or the Vice President of Human
     Resources.

     Examples of some clear conflict of interest situations which must be
     avoided are:

          -    Any financial interest (other than small amounts of stocks or
               bonds in publicly traded companies) in any supplier, customer, or
               competitor;

          -    Any consulting, contract, or employment relationship with any
               customer, supplier, or competitor;

          -    Any outside business activity which is competitive with any of
               Tektronix' businesses;

          -    The receipt of gifts, gratuities (see the policies set out in
               these guidelines dealing with gifts and gratuities), or excessive
               entertainment from a company with which we have business
               dealings;

          -    Any outside activity of any type which is so substantial as to
               call into question your ability to devote appropriate time and
               attention to your job responsibilities with Tektronix;

          -    The service on any board of directors of any customer, supplier,
               or competitor unless such board service has been disclosed to
               Tektronix and approved by the General Counsel;

          -    Being in the position of supervising, reviewing, or having any
               influence on the job evaluation, pay, or benefits of any relative
               or person with whom you have a close personal relationship within
               Tektronix; or approving, authorizing, or processing a transaction
               that was prepared, approved, or initiated by such a person.

          -    Taking advantage of an opportunity which you learned of in the
               course of your employment with Tektronix, such as acquiring
               property that Tektronix may be interested in; and

          -    Selling anything to Tektronix or buying anything from Tektronix
               (except through any normal program of disposal of surplus
               Tektronix property which is offered to all employees in general).

     Anything that presents a conflict for you would probably also present a
     conflict if it relates to a member of your family or someone with whom you
     have a close personal relationship. For example, ownership of stock in
     competitors or suppliers, or receipt of gifts or entertainment by members
     of your family or spouse, would likely create the same conflict of interest
     as if you owned the stock or received the gift.

     As a Tektronix Representative, you may not conduct business on behalf of
     Tektronix with a member of your family, or a business organization in which
     you or a family member has a significant financial interest, or is a
     stockholder, director, officer, creditor, or proprietor.

     Representatives are expected to disclose to their manager, in writing, any
     potential conflict. No Representative may engage in any activity involving
     a potential conflict unless they have a written, signed statement from
     their manager advising the Representative that the activity does not
     violate Tektronix policies. No manager may give such a statement unless
     approved by the Chief Compliance Officer or the Vice President of Human
     Resources.


                                                                   Page 13 of 31

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EMPLOYEE RELATIONS

     -    NON-USA EMPLOYEES

               Please note that the references and web links listed in the
               Employee Relations section of these Guidelines relate to USA
               policy, and are provided as a guide for other countries. Please
               see your local Human Resources Representative for detailed local
               policies and procedures applicable to your region. In addition,
               guidance has been established for several countries, which can be
               found at the Regional Manager Playbooks website at:

               http://fp-hr.tek.com/hr/global/playbooks/default.htm

     -    ALCOHOL AND DRUG USE

               Tektronix intends to have a workplace where employees, contingent
               workers, contractors, customers, and visitors are free from the
               presence and effects of alcohol and drug abuse. For more
               information please see the HR website or use the following link:

               http://fp-hr.tek.com/hr/usa/ER_Policies/Substance_Abuse.htm#
               alcohol

     -    ELECTRONIC COMMUNICATION POLICY

               Tektronix has a firm policy regarding the use of the internet by
               employees. Employees are expected to be familiar with the
               policies established by Tektronix as it relates to Electronic
               Communication and Internet Access. Detailed policies are located
               under the Information Services website or at the following link:

               http://fp-hr.tek.com/hr/usa/policies/online_project/
               Electronic_Communication.htm

     -    EMPLOYEE/CUSTOMER DATA PRIVACY

               Tektronix is committed to respecting the privacy rights of our
               employees and customers. We have implemented a variety of
               security measures to maintain the safety of this information. It
               is the responsibility of every employee to respect the privacy of
               fellow employees and our customers. Access to and use of employee
               and customer information is limited to only that which is
               required to do your job. Employee and customer information should
               not be used for personal benefit or the benefit of others. Names
               or list of Tektronix employees, as well as organizational charts,
               shall not be distributed to anyone who does not have a legitimate
               Tektronix business need for that information. For additional
               guidelines about this topic, see the Tektronix privacy policy at:
               http://www.tek.com/Measurement/privacy/privacy_truste.html


                                                                   Page 14 of 31

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(EMPLOYEE RELATIONS CONTINUED...)

     -    EQUAL EMPLOYMENT OPPORTUNITY & AFFIRMATIVE ACTION

               Tektronix recruits, hires, trains, promotes, and makes other
               employment decisions without discrimination based on race, color,
               religion, sex, sexual orientation, national origin, age, physical
               or mental disability (if the individual can perform the essential
               functions of the position with reasonable accommodation),
               pregnancy, childbirth or related medical condition, veteran's
               status or any other status protected by applicable federal,
               state, or local law. In the United States, Tektronix also has
               affirmative action plans for minorities, females, Vietnam-era,
               disabled veterans, and individuals with disabilities. For more
               information please see the HR website or use the following link:

               http://fp-hr.tek.com/hr/usa/ER_Policies/
               Valuing_Diversity.htm#Equal%20Employment%20Opportunity

     -    HARASSMENT

               Harassment of any person visiting or working at Tektronix, or any
               Tektronix job applicant, will not be tolerated. Tektronix is
               committed to providing and maintaining an environment that is
               free from all forms of harassment and discrimination and treating
               all individuals with dignity and respect. As a result, Tektronix
               strives to maintain a workplace in which each employee can
               achieve his or her full potential without being impeded by
               discrimination or harassment based upon race, gender, national
               origin, age, religion, sexual orientation, disability or any
               other status or characteristic that is protected by applicable
               law. Any employee, who engages in harassing, discriminatory or
               other objectionable behavior in violation of this policy is
               subject to disciplinary action up to and including include
               immediate termination of employment.

     -    SEXUAL HARASSMENT

          Like other forms of discrimination, sexual harassment is a violation
          of state and federal law and is strictly prohibited. No employee or
          manager of Tektronix will engage in sexually harassing conduct or
          condition any term or condition of employment on submission to any
          sexual conduct. Sexual harassment by or toward an employee of any
          vendor, contractor, affiliate or joint venture, visitor, or customer
          of Tektronix also is prohibited. Sexually harassing conduct may be
          verbal, visual, or physical in nature. While sexual harassment
          sometimes is difficult to define, in general all employees should be
          aware that the following actions are inappropriate in the workplace:

               -    Sexual conduct or conversation

               -    Sexual advances

               -    Requests for sexual favors

               -    Other verbal or physical conduct of a sexual nature that may
                    be offensive or intimidating to others

               -    Use of sexually-oriented comments, posters, e-mails and
                    jokes, when they contribute to a hostile or offensive
                    working environment


                                                                   Page 15 of 31

<PAGE>

(EMPLOYEE RELATIONS; SEXUAL HARASSMENT CONTINUED...)

          Conduct is considered sexual harassment where:

               -    Submission to sexual conduct is made either explicitly or
                    implicitly a term or condition of an individual's
                    employment, engagement or advancement within the
                    organization;

               -    Submission to or rejection of sexual conduct influences
                    employment or engagement decisions affecting the individual;
                    or

               -    Sexual conduct or language interferes with an individual's
                    work performance or creates an intimidating, hostile or
                    offensive working environment.

     Please find additional details on Tektronix's harassment policy at the
     following link:

     http://fp-hr.tek.com/hr/usa/ER_Policies/
     Valuing_Diversity.htm#Harassment%20and%20Discrimination

     -    REPORTING HARASSMENT

               Tektronix cannot help resolve a discrimination, harassment or
               retaliation problem unless we know about it. Therefore, it is
               every Representative's responsibility to bring these types of
               situations to management's or Human Resources' attention so that
               the appropriate steps can be taken to resolve the issue. If you
               believe that you or any other employee has been subjected to
               discrimination, including sexual or other forms of unlawful
               harassment, you should immediately notify your supervisor, Human
               Resources Representative, the Chief Compliance Officer or any
               other member of Tektronix management. Remember that Tektronix
               takes such complaints seriously and investigates promptly so that
               appropriate action can be taken to eliminate any unacceptable
               conduct.

               Complaints and investigative information are considered
               company-confidential. While the company will conduct
               investigations discreetly and strive to protect the privacy of
               the individual involved, you should be aware that the company
               cannot promise complete confidentiality. It is important that all
               employees feel free to come forward with complaints or concerns
               regarding inappropriate conduct. Retaliation against any employee
               for making a complaint or for providing information concerning a
               complaint is not tolerated.

               If you are not comfortable speaking with your supervisor or Human
               Resource Representative, please report concerns of harassment to
               the Chief Compliance Office or Ethicspoint, our confidential, 3rd
               party employee access website or toll-free access line. (See
               instructions at Reporting Violations,
               http://tek.com/ir/business/reporting_violations.html).

               If you believe that your complaint or concern has not been
               handled, or that you have been subjected to retaliation for
               making a complaint you should follow the steps in the Dispute
               Resolution Policy or contact the Chief Compliance Office
               (CHIEF-COMPLIANCE-OFFICE@TEK.COM).


                                                                   Page 16 of 31

<PAGE>

(EMPLOYEE RELATIONS CONTINUED....)

     -    RELATIONSHIPS

               While Tektronix recognizes and respects the rights of employees
               to associate freely and to pursue personal relationships with
               those they encounter in the work place, employees must use good
               judgment to ensure that those relationships do not negatively
               impact their job performance and their ability to supervise
               others.

               Family members (e.g. spouse, in-law, dependents, domestic
               partner) or those in a close personal relationship may be
               employed in the same department or work groups. However, one
               family member or person in a close personal relationship may not
               have supervisory responsibility, or be a part of any employment
               action, over another family member or those in a close personal
               relationship or be in a position that creates an actual or
               perceived conflict of interest.

               Employees in such relationships must inform their management or
               Human Resources. Tektronix will try to work with both individuals
               to resolve the conflict of interest in a mutually satisfactory
               way.

     For additional detailed information about employment guidelines and
     procedures see "Policies, Procedures & Guidelines" section of the Human
     Resources website, located at:

     http://fp-hr.tek.com/hr/usa/ER_Policies/Default.htm


                                                                   Page 17 of 31

<PAGE>

ENTERTAINMENT & GIFTS

                                                                  (GIFT GRAPHIC)

     Tektronix Representatives may not give or accept any gift if the value of
     the gift might indicate intent to improperly influence the normal business
     relationship between Tektronix and any of its suppliers, customers, or
     competitors. If any Tektronix Representative is given any substantial gift
     or favor, the Representative must notify his or her manager and return the
     gift. This does not apply to minor items commonly exchanged in business
     relationships, such as mugs, t-shirts, pens and pencils, but even here,
     discretion and common sense must be used in deciding whether the gift needs
     to be returned.

     In commercial business, the exchange of social amenities between suppliers,
     customers, and Tektronix Representatives is acceptable when reasonably
     based on a clear business purpose and within the bounds of good taste.
     Excessive entertainment of any sort is not acceptable. Conferences
     accompanied by a meal with suppliers or customers are often necessary and
     desirable. Whenever appropriate, these meals should be on a reciprocal
     basis. You must observe all applicable federal laws and regulations
     relating to gifts and entertainment for public employees in the countries
     involved. Tektronix policy is to avoid even the appearance of an improper
     action.

     More specifically, Tektronix's policies include the following:

          -    Individual gifts of nominal value (less than USD $50) are
               permitted, provided they are given as a gesture of professional
               friendship, do not involve a company commitment having to do with
               the transaction of business, or could not be construed as
               influencing business conduct.

          -    Cumulative annual gifts valued at over USD $100 should not be
               accepted and should be reported to your manager.

          -    Hosted business-related entertainment (group events, conferences,
               meals, etc.) may be accepted only if:

                    -    Tektronix representatives are accompanied by the host

                    -    Activity serves a valid business purpose (training,
                         relationship building, etc.)

                    -    Activity represents ordinary and customary practice for
                         transaction, business relationship and local /
                         corporate environment

                    -    Expenditure is reasonable and not excessive (for
                         example, event fee may be hosted, but travel
                         expenditures should be paid by Tektronix)

                    -    Activity may not be construed as having undue influence
                         on business decisions

          -    Hosted events such as meals should be reciprocal, when
               appropriate.

          -    In no event should a gift be accepted from a supplier or
               potential supplier during, or in connection with, contract
               negotiations.

          -    Under no circumstances may any Tektronix Representative give or
               accept kickbacks in any form to or from a supplier,
               subcontractor, customer, or any other party.


                                                                   Page 18 of 31

<PAGE>

(ENTERTAINMENT & GIFTS CONTINUED...)

          -    Presentations of a ceremonial nature in keeping with national or
               cultural custom (such as Christmas/Holiday gifts, the Chinese
               "Lai See" custom or the Japanese "Ochugun or Oseibo" customs) are
               not encouraged. However, these gifts may be permitted as long as
               what is accepted is not excessive, is not in violation of any
               law, and cannot be construed as a bribe or a payoff.

          -    Neither the Representative nor his or her family members may
               accept any discount on personal purchases that may be perceived
               to be offered because of a supplier's or customer's relationship
               with Tektronix, unless the same discount is available to all
               Tektronix Representatives.

          -    Gifts to government officials outside the United States to obtain
               business may violate the U.S. Foreign Corrupt Practices Act
               (FCPA) which is referenced under the International Business
               section of these Guidelines.

     If you have any additional questions regarding the propriety of specific
     situations, please contact your manager or the Chief Compliance Officer at
     CHIEF-COMPLIANCE-OFFICE@TEK.COM.


                                                                   Page 19 of 31

<PAGE>

ENVIRONMENTAL HEALTH & SAFETY

                                         (ENVIRONMENTAL HEALTH & SAFETY GRAPHIC)

     Proper management of health, safety and the environment is a Tektronix
     expectation and a sound business practice. It reduces Tektronix'
     liabilities, saves resources, and protects the well being of our
     Representatives, customers, shareholders, and the world in which we live.

     Tektronix establishes and maintains sound management practices to promote
     workplace health & safety and responsible interaction with the environment.
     Those practices include:

          -    Identification, reduction, and management of the environmental
               impacts of our operations.

          -    Identification, reduction, and management of Health and Safety
               risks at our facilities.

          -    Development of programs to identify and ensure compliance with
               applicable laws, regulations, and orders.

          -    Auditing and self-assessment for continual improvement.

          -    Employee training in proper Environmental Health & Safety
               practices.

     Responsibility for compliance with Tektronix' Environmental Health & Safety
     policies and guidelines extends to all levels of Representatives at
     Tektronix and its subsidiaries. Each Tektronix and subsidiary
     Representative has the responsibility to be aware of and follow
     Environmental Health & Safety policies and guidelines and the
     responsibility to use sound judgment. Tektronix recognizes the importance
     of providing a safe workplace and a work environment that minimizes health
     risks to Representatives. Every Representative has the responsibility to
     communicate with area management about possible unsafe or hazardous
     conditions in the workplace, as well as incidents that result in injuries,
     illness, or damage.

     Failure to meet our responsibilities under the Environmental and Health &
     Safety laws, regulations, and orders can have serious consequences,
     including civil and criminal sanctions against Tektronix and its
     Representatives and may require substantial expenditures for cleanup and
     compensation. Sanctions could affect Tektronix' ability to maintain market
     competitiveness and our reputation as a responsible corporate citizen.

     Business partners and Tektronix Representatives are also expected to live
     up to these obligations.

     Additional information on Environmental, Health & Safety responsibilities
     and programs is available at: http://fp-ehs.tek.com/ehs/index.htm.


                                                                   Page 20 of 31
<PAGE>

EXTERNAL PATENTS, COPYRIGHTS & TRADEMARKS

     Just as Tektronix regards its patents, trade secrets, trademarks and
     copyrights as valuable corporate assets, we must respect the valid
     intellectual property rights of other companies and persons. Tektronix will
     not knowingly infringe on others' patents, trademarks or copyrights, or
     misappropriate others' trade secrets. For procedures for the proper
     licensing or other permitted use of these assets please contact the IP
     attorney for your business. Of particular importance to day-to-day
     operations, and something that must be avoided by each Representative, is
     the unauthorized copying of books, computer software or any other
     copyrighted material including music, movies, and other artistic works.
     Refer to the Law Department website for further guidance. Tektronix has
     entered into licensing agreements that permit photocopying and electronic
     copying of many magazines and articles. If you have questions about whether
     a particular magazine is covered, please contact the Law Department.

     All users of computer equipment at Tektronix are responsible for making
     certain that the computer equipment being used does not have unauthorized
     or undocumented software on a hard disk or otherwise accessible for use.

     Representatives must not make, store, transmit or make available
     unauthorized copies of copyrighted material using Tektronix, computers,
     networks or storage media. Representatives must not use peer-to-peer file
     transfer services or take other actions likely to promote or lead to
     copyright infringement.

     Computer software licensed by Tektronix must not be illegally copied for
     personal, company, or customer use. Using illegally copied software is a
     violation of federal law and carries with it the possibility of criminal
     penalties. Violating a license agreement (such as making more copies than
     the license permits) is wrong, and if done willfully, could expose the
     Company and the violator to substantial damages, including punitive
     damages.

     Most commercial software marketed today is covered by copyright and by a
     license agreement that must be accepted by the purchaser before the
     software is put into use. (In many cases, the license may be accepted by
     the act of opening the package or using the software. Such agreements are
     often referred to as shrink-wrap or break-the-seal licenses.) License
     agreements typically limit the use of the software to a specific computer
     or a specified number of individual personal computers.

     Tektronix Representatives who use a personal computer or workstation at
     Tektronix may be required from time to time to sign a statement
     acknowledging that knowledge of the company policy and certifying that all
     computer equipment in use complies with the policy requirement. The Law
     Department is available to provide specific advice regarding the company's
     rights and responsibilities under the copyright law and under specific
     license agreements.


                                                                   Page 21 of 31

<PAGE>

ILLEGAL OR IMPROPER ACTS INCLUDING FRAUD & SIMILAR IRREGULARITIES

     Tektronix Representatives are prohibited from engaging in illegal or
     improper acts. Engaging in such acts will serve as justification for
     termination of employment for cause. Such acts include but are not limited
     to:

          -    Conviction or plea of "guilty" or "no contest" to any crime
               constituting a felony in the jurisdiction in which committed, any
               crime involving moral turpitude (whether or not a felony), or any
               violation of criminal law involving dishonesty or willful
               misconduct (whether or not a felony)

          -    Repeated failure or refusal to perform your duties in an
               acceptable manner, or to follow the lawful and proper directives
               of the Board of Directors or your supervisor(s) or manager(s)

          -    Breach of your obligations or any action you take which results
               in Tektronix' breach of its obligation under any confidentiality
               agreements or provisions, or proprietary information agreements

          -    Failure to disclose side agreements or "understandings" with a
               customer, supplier or partner that are outside the terms of the
               contract

          -    Knowingly providing, or failing to report, false or materially
               misleading information with respect to Tektronix' financial
               statements or other public disclosures

          -    Other misconduct that has or could discredit or damage Tektronix.

     Tektronix prohibits fraudulent activities. You should be cognizant of the
     existence of fraud and should follow procedures concerning the recognition,
     reporting and investigation of suspected fraud. Fraud includes, but is not
     limited to:

          -    Dishonest or fraudulent acts

          -    Embezzlement

          -    Forgery or alteration of negotiable instruments such as company
               checks and drafts

          -    Misappropriation of company, employee, customer, partner or
               supplier assets

          -    Conversion to personal use of cash, securities, supplies or any
               other company asset

          -    Unauthorized handling or reporting of company transactions

          -    Falsification of company records or financial statements for
               personal or other reasons

          -    Consistent violations of any company policy such as travel and
               entertainment

          -    Fraudulent submission of timesheets or expense reports

          -    Acceptance of offers of kickbacks from contractors, customers,
               partners or suppliers.

     Managers are responsible for knowing fraud exposures for their areas and
     for detecting suspected wrongdoing. Each manager best knows standard
     operating procedures in their area, and therefore, is most capable of
     identifying a transaction that is out of the ordinary. Managers should not,
     under any circumstances, attempt to cover up wrongdoing. Managers should
     not conduct investigations, nor should they confront the suspected
     individual or directly question strange, odd or curious transactions. If a
     Representative reports wrongdoing by another Representative, partner,
     supplier or customer, the Manager should direct them to immediately report
     the incident as described at reporting and investigation
     (http://tek.com/ir/business/reporting_violations.html).


                                                                   Page 22 of 31

<PAGE>

INTERNATIONAL BUSINESS

     As a global company, Tektronix sells its products to governments and
     private entities worldwide. However, United States law specifically forbids
     certain practices relating to international business, of which all company
     Representatives must be aware.

     -    CUSTOMS

               Tektronix will comply with customs laws and regulations wherever
               we do business. Generally, the laws require that the company make
               complete and accurate statements to customs authorities about the
               value, kind, and origin of goods that Tektronix imports for
               manufacturing and sale. And, in many parts of the world, imported
               goods must be marked with their country of origin. Tektronix must
               also ensure that statements made on customs invoices to our
               customers who import our products are accurate and comply with
               local customs laws. It is against Tektronix policy to accommodate
               requests to lower customs values or describe a product in
               misleading terms. Failure to make correct statements or
               mismarking imported goods can lead to fines, penalties and/or
               incarceration. Further, violations can potentially affect the
               ease and timeliness of the import process for Tektronix and our
               customers. Any questions or possible violations relative to
               customs laws should be directed to Tektronix Customs Department.

     -    EXPORT CONTROL

               The United States prohibits, regulates and licenses the export of
               many products, services and technologies to foreign countries.
               These regulations extend to the release of certain Tektronix
               proprietary information abroad, but also to foreign national
               Representatives of Tektronix in the United States. Many of these
               U.S. prohibitions and suspensions apply to Tektronix'
               subsidiaries worldwide. In addition, other countries, as well as
               the United Nations, may from time to time regulate exports to
               certain countries.

               Most foreign countries in which Tektronix does business also
               maintain controls over exports of certain Tektronix products,
               including certain measurement products which can be used in
               military and nuclear weapons development and testing programs.
               Also, the United States and many allied foreign governments have
               end user controls which prohibit the export of any Tektronix
               products with knowledge they are intended for: (1) foreign firms
               sanctioned by the U.S.; (2) agents of foreign governments the
               subject of U.S. or international trade embargoes; or (3) foreign
               entities involved in nuclear, chemical, and biological weapons,
               or missile programs in targeted countries. Tektronix may from
               time to time prohibit transactions to specific persons, entities
               or destinations as a matter of policy, regardless of other
               government controls. For more detailed information, see the
               Export Control Policy for more information at:

               http://fp-trade.tek.com/trade/.

               Tektronix Export Control maintains a list of "Red Flags", or
               suspicious signs of a potential violation of export regulations.
               Red Flags are indications that a violation may occur or that
               circumstances don't add up (Export Enforcement describes them as
               anything that causes you to think "hmmm...."). The Department of
               Commerce publishes a non-exhaustive list of red flags that might
               indicate a problem. Red Flags are listed on the export control
               website at http://fp-trade.tek.com/trade/red_flags.html. A red
               flag creates a positive obligation to ask more questions. Anyone
               who touches a transaction (export or domestic sale) has
               responsibility to identify and resolve red flags. A red flag does
               not necessarily mean that something is wrong - it can be overcome
               if further research explains the circumstance and allays
               suspicions of a violation.


                                                                   Page 23 of 31

<PAGE>

(INTERNATIONAL BUSINESS CONTINUED...)

     (- EXPORT CONTROL CONTINUED...)

               If a Tektronix Representative sees a red flag, they must ask for
               details. We may not shield ourselves from red flags by avoiding
               certain information. If a Representative still has suspicions
               about a customer's information, stop the business and tell
               Tektronix' Export Control. Any and all questions or possible
               violations relative to export controls should be directed to
               Tektronix Export Control Department.

     -    FOREIGN CORRUPT PRACTICES ACT

               The Foreign Corrupt Practices Act (FCPA) applies to Tektronix and
               its majority-owned subsidiaries worldwide. The FCPA prohibits any
               person acting on behalf of Tektronix from making a payment to a
               foreign official to obtain or keep business. Company policy
               strictly forbids these payments. The legal penalties involved may
               be severe for both the individual and the Company. Tektronix'
               policy and guidelines for compliance with the FCPA are set forth
               in its Foreign Corrupt Practices Act Compliance Policy, located
               at:

               http://eurotekweb.tek.com/eurotekweb/legal/l_foreign_corrupt/
               foreign_ corrupt_practices_act.html.

               Any Representative acting on behalf of Tektronix in the United
               States must comply with the FCPA.

               There are certain other types of payments, sometimes called
               "facilitating" payments, which may be required to be made in
               countries outside of the United States in order to have minor
               government officials perform nondiscretionary duties that they
               might otherwise delay or fail to undertake. "Facilitating"
               payments as described under the FCPA, are generally small and in
               the nature of "tips." Such payments are permitted or expected by
               local custom and generally are not treated as illegal by local
               law enforcement agencies. Tektronix discourages such payments,
               but recognizes they may be necessary to do business in certain
               jurisdictions. If a facilitating payment falls within the limits
               described above as allowed under the FCPA, is not intended for
               improper purposes and has been approved by senior management, it
               is permitted.

               Because the status of certain types of payments may be unclear,
               Representatives must review with the Law Department the nature of
               any questionable payments before they are made. Representatives
               are prohibited from paying any bribe, kickback or other similar
               unlawful payment to any public official, or government, or other
               individual, regardless of nationality, to secure any concession,
               contract or favorable treatment for Tektronix or the
               Representative.


                                                                   Page 24 of 31

<PAGE>

MEDIA & INVESTOR INQUIRIES

     -    PRESS, RADIO, TV

               Tektronix values its relationships with those in the media and
               will endeavor to provide full and prompt disclosure of all
               material developments or events. Media relations are the
               responsibility of the Corporate Communications Department. All
               statements to the media or responses to inquiries from the media
               shall be handled through that department.

               In the event the media inquiry relates to a pending or threatened
               legal matter, media communications should also be coordinated
               with the Law Department.

               Any Representative asked for a statement from any member of the
               media should respond by explaining this policy and advising the
               questioner to contact the Corporate Communications Department or
               visit their website at: http://fp-corpcomm.tek.com/corpcomm/

     -    SHAREHOLDERS / INVESTORS

               Tektronix is a publicly traded company, and the securities laws
               regulate communications with Tektronix shareholders.
               Communication from any shareholder or investment advisor
               requesting information relating to Tektronix should be forwarded
               to Tektronix' Investor Relations Department for proper handling.
               Please see contact information at the following link:

               http://www2.tek.com/wwwcontact/Contact.Us?pg=frameset&geo=
               413&chnl=13


                                                                   Page 25 of 31

<PAGE>

POLITICAL ACTIVITIES

     Tektronix encourages all employees to vote and be personally active in the
     political process. The national and local laws in many countries, however,
     significantly restrict use of Tektronix funds and resources in connection
     with political activities. For example, United States federal laws severely
     limit the use of corporate funds or resources in support of federal
     elections campaigns. These U.S. laws are broadly applied and cover most
     direct uses of Tektronix funds, facilities, and equipment or Representative
     time. They also cover indirect political contributions, such as including a
     contribution on an employee's expense account causing Tektronix to
     reimburse the employee for that expense.

     Because the laws regarding corporate involvement in political activity are
     very complex and violation can have severe consequences, before using any
     Tektronix resources (including funds, facilities, equipment or employee
     work-time) in connection with any political activity (including national or
     local election campaigns or government lobbying activity), the details of
     the proposed use should be discussed in advance with and approved by your
     manager and the Law Department.

     The political process has become highly regulated. If you have any
     questions about what is or is not proper you should consult with the Legal
     Department before agreeing to do anything that could be construed as
     involving Tektronix in any political activity at either the federal, state,
     or local level, or in any foreign country. See discussion above about the
     Foreign Corrupt Practices Act.

     -    LOBBYING

               Lobbying is strictly governed by the laws of the United States
               and other countries. Lobbying is generally defined as contact
               with elected officials regarding legislative or regulatory issues
               impacting the Company. While the specific rules vary widely, the
               trend has been toward expanding significantly the definition of
               who is a lobbyist, who must register as a lobbyist, and what
               constitutes lobbying. In short, Tektronix is required by law to
               disclose lobbying-related information in great detail. Contact
               the Legal department in advance of any planned lobbying
               activities on behalf of Tektronix. Further, the Legal Department
               must be consulted prior to contracting with any external lobbyist
               or lobbying firm.


                                                                   Page 26 of 31

<PAGE>

PRODUCT SAFETY

     Tektronix intends to research, design, develop, manufacture, market and
     sell products that are safe for their intended and reasonably foreseeable
     uses. All Tektronix products will meet or exceed all applicable safety and
     product compliance regulatory standards and requirements in every place
     where they are to be marketed and sold.

     This statement applies to all products whether manufactured or purchased
     for resale from third parties, including supplies and accessories, and
     regardless of the method of distribution by Tektronix -- direct, indirect,
     sold, leased, loaned, donated or used for demonstration.


                                                                   Page 27 of 31

<PAGE>

QUALITY ASSURANCE

                                                                  (100% GRAPHIC)

     Tektronix is committed to developing, manufacturing, and delivering high
     quality services and products, including hardware and software that meet
     Tektronix' own quality standards. To ensure compliance with our quality
     standards and to meet our customers requirements, Tektronix has developed
     and implemented an extensive quality management system that includes
     design, manufacturing, service, and support process control procedures.

     No Representative may violate or circumvent either the letter or the spirit
     of these procedures. You should bring to management's attention any lapse
     in quality assurance or process control procedures, including testing and
     inspection. If you are not satisfied with actions taken or explanations
     provided, you must bring the matter to the attention of the next level of
     management, or Human Resources. You may also report your concern
     confidentially on the Employee Access Line.

     Submitting or knowingly permitting others to submit any fraudulent
     documents relating to Tektronix' products or replacement parts is
     prohibited. Such acts carry potential penalties, which could result in the
     criminal prosecution of Tektronix and the Representative(s) involved.
     Managers must avoid placing or seeming to place pressure on Representatives
     that could cause them to violate applicable regulations or acceptable
     standards of conduct. Even with increased production, standards of quality
     and conduct must be maintained.

     Shortcuts in operations (including production and testing) must be avoided
     if they violate contract terms in any respect. However, our customers
     expect us to be alert for methods and processes that improve quality and
     reduce the cost of operations. Any ideas related to improving quality
     and/or reducing the cost of operations should be discussed with appropriate
     management prior to implementing.

     No Representative may violate or circumvent either the letter or the spirit
     of these procedures. You should bring to management's attention any lapse
     in quality assurance or process control procedures, including testing and
     inspection. If you are not satisfied with actions taken or explanations
     provided, you must bring the matter to the attention of the next level of
     management, Human Resources or the Chief Compliance Office
     (chief-compliance-office@tek.com). You may also report your concern
     confidentially to Ethicspoint at www.ethicspoint.com or on the Employee
     Access Line at (http://tek.com/ir/business/reporting_violations.html).

     The Quality Management System (QMS) homepage, including detailed policies,
     is located at: http://www2.cse.tek.com/Quality/wwqs/policies/. Tektronix'
     Quality Manual can be found at:
     http://jp.cse.tek.com/ematrix/edpm/ViewUnrestrictedDocument.jsp?name=
     QMS-2000" target="_blank"


                                                                   Page 28 of 31

<PAGE>

SELLING TO THE GOVERNMENT

                                             (SELLING TO THE GOVERNMENT GRAPHIC)

     Tektronix carefully follows the laws and regulations that govern
     acquisition of its goods and services by the U.S. or any foreign
     government. Representatives involved in negotiating contracts must ensure
     that all statements, communications, and representations to government
     representatives are accurate and truthful.

     On U.S. government cost-based contracts, properly reporting and charging
     all costs to the appropriate account, regardless of status of the budget or
     account, is essential. Every Representative is responsible for ensuring
     that time is reported promptly and accurately with respect to such
     contracts.

     Tektronix has specific guidelines regarding dealings with the government
     and furnishes guidelines to Representatives involved in this part of
     Tektronix' business. For more information, please visit:
     http://fp-law.tek.com/law/selling_to_usgov.html


                                                                   Page 29 of 31

<PAGE>

TRADING IN TEKTRONIX STOCK

     It is Company policy that a Representative who has material nonpublic
     information relating to Tektronix may not buy or sell securities of the
     Company or engage in any other action to take advantage of that information
     or pass that information on to others. Even the appearance of an improper
     transaction must be avoided to preserve the Company's reputation of
     adhering to the highest standards of conduct. This policy also applies to
     material nonpublic information relating to any other company, including our
     customers or suppliers, obtained in the course of employment. Tektronix'
     Stock Trading Policy is located at:

     http://fp-law.tek.com/law/tek_stock_trading.html

     -    COMPANY ASSISTANCE

               Any person who has any questions about specific transactions may
               obtain additional guidance from the Law Department. The ultimate
               responsibility for adhering to the Policy Statement and avoiding
               improper transactions rests with each Representative. In this
               regard, it is imperative that Representatives use their best
               judgment.

     -    MATERIAL INFORMATION

               Material non-public information is any information that has not
               been disclosed to the general public and that a reasonable
               investor would consider important in a decision to buy, hold, or
               sell stock. In short, material information is any information
               which could reasonably affect the price of the stock. If a
               securities transaction becomes the subject of scrutiny, it will
               be viewed after-the-fact with the benefit of hindsight. As a
               result, before engaging in any transaction, a Representative
               should carefully consider how regulators and others might view
               the transaction in hindsight.

               Common examples of information that will frequently be regarded
               as material are: projections of future earnings or losses, order
               levels, anticipated growth rates, negotiations, discussions, and
               agreements regarding significant acquisitions, orders or
               strategic relationships, changes in management, significant new
               products, the gain or loss of a substantial customer or supplier
               and information regarding stock offerings or other financings.
               Either positive or negative information may be material.

               For example, if you learn in a meeting that Tektronix was
               expected to post a loss for the quarter, and if that information
               has not been disclosed in a press release, you cannot share this
               news with friends, nor trade in Tektronix stock as the
               information you overheard is considered "material". The buying or
               selling of Tektronix stock after you have gained knowledge of
               information that has not been publicly disclosed, would be in
               violation of U.S. law.

     -    DIRECTORS, OFFICERS & OTHER INSIDERS

               Tektronix has an Insider Trading Policy applicable to directors,
               officers and other potential insiders. For more detailed
               information review the policy at:

               http://fp-law.tek.com/law/insider_trading.html


                                                                   Page 30 of 31

<PAGE>

(TRADING IN TEKTRONIX STOCK CONTINUED...)

     -    POTENTIAL LIABILITIES

               Representatives may be subject to substantial criminal and civil
               liability for engaging in transactions in the Company's shares at
               a time when material information regarding the Company is known
               to the insider but has not been disclosed to the public. In
               addition, Representatives may be liable for the improper
               transactions of other persons (commonly referred to as "tippees")
               to whom they have disclosed material information regarding the
               Company not previously disclosed to the public.

     -    PUT OR CALL OPTIONS

               Because we believe it is improper and inappropriate for any
               Representatives to engage in short-term or speculative
               transactions involving Company stock and the high level of risk
               of misuse of undisclosed material information about the Company,
               it is the Company's policy that Representatives not engage in any
               short sales of Company stock and not purchase or sell put or call
               options on the Company's stock. This policy does not apply to
               exercises of stock options under the Company's option plans.

     -    STOCK OPTION PURCHASE/ESPP

               Purchases of stock upon exercise of stock options or through the
               Employee Stock Purchase Plan (but not sales of the purchased
               shares, and not "cashless" exercises of options) are exempt from
               the rule against transacting in company stock while in possession
               of material, non-public information.

     -    TIPPING INFORMATION TO OTHERS

               Representatives are prohibited from sharing with anyone
               (including family members and others living in a Representative's
               household) information that could have an impact on the Company's
               stock price. The above liabilities can apply, whether or not a
               Representative derives any benefit from another's actions.



                                                                   Page 31 of 31