TEKTRONIX INC
STOCK DEFERRAL PLAN
<DOCUMENT>
<TYPE>EX-10.(XV)
<SEQUENCE>3
<FILENAME>d12444_ex10xv.txt
<DESCRIPTION>STOCK DEFERRAL PLAN
<TEXT>

                                 TEKTRONIX, INC.

                               STOCK DEFERRAL PLAN

                                As Amended by the
                            Administrative Committee
                                  March 5, 2003


                             Restated June 1, 2001
<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          ------

Article I--Purpose and Effective Date.......................................1

Article II--Definitions.....................................................1

  2.1      Account..........................................................1
  2.2      Administrative Committee.........................................1
  2.3      Beneficiary......................................................1
  2.4      Board............................................................1
  2.5      Bonus............................................................1
  2.6      Change in Control................................................2
  2.7      Company..........................................................2
  2.8      Compensation.....................................................2
  2.9      Deferral Commitment..............................................2
  2.10     Deferral Period..................................................3
  2.11     Determination Date...............................................3
  2.12     Director.........................................................3
  2.13     Director Fees....................................................3
  2.14     Disability.......................................................3
  2.15     Earnings Index...................................................3
  2.16     Elective Deferred Compensation...................................3
  2.17     Eligible Stock Option............................................3
  2.18     Employer.........................................................3
  2.19     Option Gain......................................................4
  2.20     Participant......................................................4
  2.21     Participation Agreement..........................................4
  2.22     Plan.............................................................4
  2.23     Rate of Return...................................................4
  2.24     Retirement.......................................................4
  2.25     Salary...........................................................4
  2.26     Stock............................................................4
  2.27     Stock Option Deferral............................................4
  2.28     Stock Option Deferral Amount.....................................5
  2.29     Unforeseen Emergency.............................................5

Article III--Participation and Deferral Commitments.........................5

  3.1      Eligibility and Participation....................................5
  3.2      Form of Deferral.................................................5
  3.3      Limitations on Deferral Commitments..............................6
  3.4      Commitment Limited by Termination................................6
  3.5      Modification of Deferral Commitment..............................6
  3.6      Beginning Account Balances.......................................6


                                                                             (i)
<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          ------

Article IV--Deferred Compensation Accounts...................................7

  4.1      Accounts..........................................................7
  4.2      Elective Deferred Compensation....................................7
  4.3      Matching Contribution.............................................7
  4.4      Pension Makeup....................................................7
  4.5      Determination of Accounts.........................................8
  4.6      Vesting of Accounts...............................................8
  4.7      Statement of Accounts.............................................8

Article V--Plan Benefits.....................................................8

  5.1      Distributions Prior to Termination of Employment..................8
  5.2      Distributions Following Termination of Service....................9
  5.3      Benefit Commencement..............................................9
  5.4      Accelerated Distribution.........................................10
  5.5      Deferred Payment of Benefit......................................10
  5.6      Withholding for Taxes............................................10
  5.7      Valuation and Settlement.........................................10
  5.8      Payment to Guardian..............................................10

Article VI--Beneficiary Designation.........................................10

  6.1      Beneficiary Designation..........................................10
  6.2      Changing Beneficiary.............................................11
  6.3      No Beneficiary Designation.......................................11
  6.4      Effect of Payment................................................11

Article VII--Administration.................................................11

  7.1      Committee; Duties................................................11
  7.2      Agents...........................................................11
  7.3      Binding Effect of Decisions......................................11
  7.4      Indemnity of Committee...........................................12

Article VIII--Claims Procedure..............................................12

  8.1      Claim............................................................12
  8.2      Denial of Claim..................................................12
  8.3      Review of Claim..................................................12
  8.4      Final Decision...................................................12


                                                                            (ii)
<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          ------

Article IX--Amendment and Termination of Plan...............................13

  9.1      Amendment........................................................13
  9.2      Employer's Right to Terminate....................................14

Article X--Miscellaneous....................................................14

  10.1     Unfunded Plan....................................................14
  10.2     Unsecured General Creditor.......................................14
  10.3     Trust Fund.......................................................14
  10.4     Nonassignability.................................................15
  10.5     Not a Contract of Employment.....................................15
  10.6     Protective Provisions............................................15
  10.7     Governing Law....................................................15
  10.8     Validity.........................................................15
  10.9     Notice...........................................................15
  10.10    Successors.......................................................15


                                                                           (iii)
<PAGE>

                                 TEKTRONIX, INC.

                               STOCK DEFERRAL PLAN

                      Article I--Purpose and Effective Date

      The purpose of this Stock Deferral Plan is to provide current tax planning
opportunities as well as supplemental funds upon the retirement or death of
certain Directors and employees of Employer. It is intended that the Plan will
aid in attracting and retaining Directors and employees of exceptional ability
by providing them with these benefits. The Plan shall be effective as of May 27,
2001. The Plan is restated as of June 1, 2001 to include Directors as eligible
Plan Participants.

                            Article II--Definitions

      For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1   Account

      "Account" means the device used by Employer to measure and determine the
amounts to be paid to a Participant under the Plan. Separate subaccounts may be
maintained to properly reflect the Participant's balance and earnings thereon. A
Participant's Account shall not constitute or be treated as a trust fund of any
kind.

2.2   Administrative Committee

      "Administrative Committee" means the committee appointed to administer the
Plan pursuant to Article VII.

2.3   Beneficiary

      "Beneficiary" means the person, persons or entity entitled under Article
VI to receive any Plan benefits payable after a Participant's death.

2.4   Board

      "Board" means the Board of Directors of the Company.

2.5   Bonus

      "Bonus" means any incentive compensation that is payable to a Participant
in addition to the Participant's Salary.


PAGE 1 - STOCK DEFERRAL PLAN
<PAGE>

2.6   Change in Control

      A "Change in Control" shall occur when:

            (a) The shareholders of the Company approve one (1) of the following
      ("Approved Transactions") and either (x) such Approved Transaction is
      consummated or (y) the Board determines that consummation of such Approved
      Transaction is likely:

                  (i) Any consolidation, merger or plan of exchange involving
            the Company ("Merger") in which the Company is not the continuing or
            surviving corporation or pursuant to which Stock would be converted
            into cash, securities or other property, other than a Merger
            involving the Company in which the holders of Stock immediately
            prior to the Merger have the same proportionate ownership of Stock
            of the surviving corporation after the Merger; or

                  (ii) Any sale, lease, exchange, or other transfer (in one (1)
            transaction or a series of related transactions) of all or
            substantially all of the assets of the Company or the adoption of
            any plan or proposal for the liquidation or dissolution of the
            Company; or

            (b) A tender or exchange offer, other than one made by the Company,
      is made for Stock (or securities convertible into Stock) and such offer
      results in a portion of those securities being purchased and the offeror
      after the consummation of the offer is the beneficial owner (as determined
      pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act")), directly or indirectly, of at least twenty
      percent (20%) of the outstanding Stock (an "Offer"); or

            (c) During any period of twelve (12) months or less, individuals who
      at the beginning of such period constituted a majority of the Board cease
      for any reason to constitute a majority thereof unless the nomination or
      election of such new directors was approved by a vote of at least
      two-thirds (2/3) of the directors then still in office who were directors
      at the beginning of such period.

            The terms used in this 2.6 and not defined elsewhere in the Plan
      shall have the same meanings as such terms have in the Exchange Act and
      the rules and regulations adopted thereunder.

2.7   Company

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

2.8   Compensation

      "Compensation" means the Salary, Bonus, Directors' Fees, and Option Gain
that the Participant earns for services rendered to the Company.

2.9   Deferral Commitment

      "Deferral Commitment" means an election to defer Compensation made by a
Participant pursuant to Article III and for which a separate Participation
Agreement has been submitted by the Participant to the Administrative Committee.


PAGE 2 - STOCK DEFERRAL PLAN
<PAGE>

2.10  Deferral Period

      For Directors, "Deferral Period" means a twelve (12)-month period
beginning September 1 and ending August 31.

      For employees, it means a calendar year, except the initial Deferral
Period shall begin May 27, 2001 and end December 31, 2001.

2.11  Determination Date

      "Determination Date" means the last day of each calendar month.

2.12  Director

      "Director" means a member of the Company's Board of Directors.

2.13  Director Fees

      "Director Fees" means all Board retainer and committee meeting fees earned
and payable in cash or stock payable to a Participant plus Eligible Stock Option
gains (before reduction for amounts deferred under this Plan or under the
Deferred Compensation Plan). Director Fees do not include expenses,
reimbursements, or benefits.

2.14  Disability

      "Disability" means a physical or mental condition which, in the opinion of
the Administrative Committee, prevents the Participant from satisfactorily
performing the Participant's usual duties for the Company. The Administrative
Committee's decision as to Disability will be based upon medical reports and/or
other evidence satisfactory to the Administrative Committee.

2.15  Earnings Index

      "Earnings Index" means the Tektronix Common Shares to be used as an index
in calculating Rate of Return.

2.16  Elective Deferred Compensation

      "Elective Deferred Compensation" means the amount of Compensation that a
Participant elects to defer pursuant to a Deferral Commitment.

2.17  Eligible Stock Option

      "Eligible Stock Option" means one (1) or more nonqualified stock option(s)
under a Company stock option plan that is determined by the Committee to be
eligible for gain deferral pursuant to this Plan.

2.18  Employer

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


PAGE 3 - STOCK DEFERRAL PLAN
<PAGE>

2.19  Option Gain

      "Option Gain" means the amount by which the fair market value of exercised
Tektronix Common Share options exceeds the exercise price.

2.20  Participant

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

2.21  Participation Agreement

      "Participation Agreement" means the agreement submitted by a Participant
(including the Benefit Payment Election Form) to the Administrative Committee
prior to the beginning of the Deferral Period, with respect to a Deferral
Commitment made for such Deferral Period.

2.22  Plan

      "Plan" means this Tektronix, Inc. Stock Deferral Plan, as amended from
time to time.

2.23  Rate of Return

      "Rate of Return" means the rate used to determine the amount credited
monthly to a Participant's Account under Article IV. Such rate shall be
determined by the Administrative Committee based upon the net performance of the
Earnings Index of the Tektronix Common Shares.

2.24  Retirement

      "Retirement" means an employee's termination of employment with Employer
on or after the employee's attainment of age fifty-five (55) or after five (5)
years of service, or a Board member's termination after age fifty-five (55).

2.25  Salary

      "Salary" means the Employee's base salary for the Plan Year. Salary
excludes any other form of compensation such as restricted stock, proceeds from
stock options or stock appreciation rights, severance payments, moving expenses,
car or other special allowance, or any other amounts included in an Eligible
Employee's taxable income that is not compensation for services. Deferral
elections shall be computed before taking into account any reduction in taxable
income by Salary reduction under Code Sections 125 or 401(k), or under this
Plan.

2.26  Stock

      "Stock" means Tektronix, Inc. Common Shares.

2.27  Stock Option Deferral

      "Stock Option Deferral" means a stock-for-stock exercise of an Eligible
Stock Option having an aggregate fair market value in excess of the total stock
purchase price necessary to exercise such options.


PAGE 4 - STOCK DEFERRAL PLAN
<PAGE>

2.28  Stock Option Deferral Amount

      "Stock Option Deferral Amount" means the amount of a Participant's Option
Gains deferred in connection with an Eligible Stock Option exercise and Stock
Option Deferral in accordance with Section 4.2(c) of this Plan.

2.29  Unforeseen Emergency

      "Unforeseen Emergency" means a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent (as defined in Section 152(a) of the Internal
Revenue Code) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant. The circumstances
that will constitute an unforeseeable emergency will depend upon the facts of
each case, but in any case, payment may not be made to the extent that such
hardship is or may be relieved:

            (a) Through reimbursement or compensation by insurance or otherwise,

            (b) By liquidation of the Participant's assets, to the extent the
      liquidation of such assets would not itself cause severe financial
      hardship, or

            (c) By cessation of deferrals under the Plan.

               Article III--Participation and Deferral Commitments

3.1   Eligibility and Participation

            (a) Eligibility. Eligibility to participate in the Plan is limited
      to Board Directors and Vice Presidents and above and any other highly
      compensated employee selected by the Administrative Committee.

            (b) Participation. Eligible employees and Board members may elect to
      participate in the Plan with respect to any Deferral Period by submitting
      a Participation Agreement to the Administrative Committee by the December
      31 immediately preceding the Deferral Period, except an election to
      participate in the Plan with respect to the initial Deferral Period shall
      be timely if made by May 18, 2001. Eligible Directors may elect to
      participate in the Plan with respect to any Deferral Period by submitting
      a Participation Agreement to the Administrative Committee by the August 31
      immediately preceding the Deferral Period.

            (c) Part-Year Participation. When a Director or an employee first
      becomes eligible to defer Compensation during a Deferral Period, a
      Participation Agreement must be submitted to the Administrative Committee
      no later than thirty (30) days following notification to the Participant
      of eligibility to defer, and such Participation Agreement shall be
      effective only with regard to Compensation earned or payable following the
      submission of the Participation Agreement to the Administrative Committee.

3.2   Form of Deferral

      A Participant may elect Deferral Commitments in the Participation
Agreement as follows:

            (a) Salary Deferral Commitment. A Salary Deferral Commitment shall
      be related to the Salary payable by Employer to a Participant during the
      Deferral Period. The amount to be deferred into the Participant's Stock
      subaccount shall be stated as a flat percentage or dollar amount.


PAGE 5 - STOCK DEFERRAL PLAN
<PAGE>

            (b) Bonus Deferral Commitment. A Bonus Deferral Commitment shall be
      related to any Bonus payable to the Participant during the Deferral
      Period. The amount to be deferred into the Participant's Stock subaccount
      shall be stated as a flat percentage or dollar amount.

            (c) Stock Option Deferral Commitment. To the extent permitted by the
      Committee, a Participant may elect to defer into his or her Stock
      subaccount all or a portion of his or her Option Gain, subject to such
      terms and conditions as the Committee may establish.

            (d) Director Fees Deferral Commitment. A Director Fees Commitment
      shall relate to the payment of stock for Board services, Eligible Stock
      Option gains and Board fee payable in cash earned by a Participant during
      the Deferral Period. The amount to be deferred into the Participant's
      Stock subaccount shall be stated as a flat percentage or dollar amount.

3.3   Limitations on Deferral Commitments

      The following limitations shall apply to Deferral Commitments:

            (a) Minimum. The minimum deferral amount shall be five thousand
      dollars ($5,000) per year. This minimum may be met by participation in
      this Plan or in the Tektronix Deferred Compensation Plan, or in a
      combination thereof.

            (b) Maximum. The maximum deferral amount shall be ninety percent
      (90%) of Salary and one hundred percent (100%) of Bonus or Director Fees.
      However, when combined, deferrals into the Stock Deferral Plan and the
      Deferred Compensation Plan may not exceed ninety percent (90%) of Salary
      and one hundred percent (100%) of Bonus, or Director Fees.

            (c) Changes in Minimum or Maximum. The Administrative Committee may
      change the minimum or maximum deferral amounts from time to time by giving
      written notice to all Participants. No such change may affect a Deferral
      Commitment made prior to the Administrative Committee's action.

3.4   Commitment Limited by Termination

      If a Participant terminates employment or Board service with Employer
prior to the end of the Deferral Period, the Deferral Period and the Deferral
Commitment shall end at the date of termination.

3.5   Modification of Deferral Commitment

      Participants may reduce or suspend their Deferral Commitments based on an
Unforeseen Emergency in accordance with rules established by the Administrative
Committee, provided that the modification applies only to a Director's Fee,
Salary, Bonus or Stock Option Deferral payment that is not yet payable.

3.6   Beginning Account Balances

      Any Director who becomes eligible to participate in this Plan shall have a
Beginning Account Balance equal to any existing stock account balance(s) as of
September 1, 2001 under the former Tektronix Non-Employee Directors' Stock
Compensation Plan.

      Any executive who becomes eligible to participate in this Plan shall have
a beginning Account balance equal to any existing account balance(s) under the
former Tektronix Deferred Compensation Plan, 1992 Restate-


PAGE 6 - STOCK DEFERRAL PLAN
<PAGE>

ment, as of the date the executive is eligible to defer under this Plan.
However, any amount converted into this plan, and/or into the Tektronix Deferred
Compensation Plan, will be converted in the proportions you elect, but no more
than one hundred percent (100%) of the total balance available for conversion.

                   Article IV--Deferred Compensation Accounts

4.1   Accounts

      For record keeping purposes only, an Account shall be maintained for each
Participant. Separate subaccounts shall be maintained to the extent necessary to
properly reflect the Participants' Tektronix Common Share total vested or
nonvested Account balances. The Account shall be a bookkeeping device utilized
for the sole purpose of determining the benefits payable under the Plan and
shall not constitute a separate fund of assets.

4.2   Elective Deferred Compensation

            (a) A Participant's Elective Deferred Compensation shall be credited
      to the Participant's Account with shares of phantom stock with a value
      equal to the corresponding Compensation deferred as of the last day of the
      calendar quarter in which the Compensation would have been payable. The
      number of shares credited to the account shall be based on the average of
      the closing price of the Company's stock for the last trading day of each
      month in the quarter. Any withholding of taxes or other amounts with
      respect to deferred Compensation which is required by state, federal or
      local law shall be withheld from the Participant's nondeferred
      Compensation to the maximum extent possible with any excess reducing the
      amount to be credited to the Participant's Account.

            (b) As soon as practicable after Stock would have otherwise been
      issued to the Participant in connection with the exercise of an Eligible
      Stock Option, the Committee shall credit a Stock subaccount of the
      Participant's Account with shares of phantom stock with a value equivalent
      to the Option Gain which has been deferred by the Participant in
      accordance with the Participant's election; that is, the portion of the
      Participant's Option Gain that the Participant has elected to defer shall
      be credited to the Stock subaccount of the Participant's Account.

4.3   Matching Contribution

      The Employer shall credit a matching contribution to the Participant's
Account equal to any matching contribution which would have been credited to the
Participant's 401(k) Savings Plan but for the Participant's participation in
this Plan. However, when combined with any credit to the Participant's
subaccount in the Tektronix Deferred Compensation Plan, the total amount
credited shall be no more than one hundred percent (100%) of the eligible
matching contribution.

4.4   Pension Makeup

      The Employer shall restore an amount equal to any reduction in a
Participant's Qualified Pension Plan benefits resulting from deferrals under
this Plan to the extent that the Qualified Pension Plan benefits are not
restored by any other plan or agreement provided by the Employer. Such
restoration shall be made by crediting to the Participant's Account the amount
by which the Participant's cash balance credit under the Qualified Pension Plan
is lower than the amount that would have been credited in the absence of
deferrals under this Plan. Such amount shall be credited to the Account within
ninety (90) days after the corresponding cash balance credit would have been
made under the Qualified Pension Plan. However, when combined with any credit to
the Participant's subaccount in


PAGE 7 - STOCK DEFERRAL PLAN
<PAGE>

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

4.5   Determination of Accounts

      Each Participant's Account as of each Determination Date shall consist of
the balance of the Participant's Account as of the immediately preceding
Determination Date, plus the Participant's Elective Deferred Compensation
credited during the period, plus earnings calculated using the Rate of Return,
minus the amount of any distributions made since the immediately preceding
Determination Date.

4.6   Vesting of Accounts

      Each Participant shall be one hundred percent (100%) vested at all times
in the Participant's Elective Deferred Compensation and any earnings thereon.
Any matching contributions under Section 4.3 or Qualified Pension Plan makeup
under 4.4 shall vest pursuant to the vesting schedule of the underlying
qualified plan.

4.7   Statement of Accounts

      The Administrative Committee shall give to each Participant a statement
setting forth the balances in the Participant's Account on a quarterly basis and
at such other times as may be determined by the Administrative Committee.

                            Article V--Plan Benefits

5.1   Distributions Prior to Termination of Employment

      A Participant's Account may be distributed to the Participant prior to
termination of employment as follows:

            (a) Scheduled Early Withdrawals. A Participant may elect in a
      Participation Agreement to withdraw all or any portion of the amount
      deferred (and earnings thereon) pursuant to that Participation Agreement
      in a single lump sum or from two (2) to five (5) substantially equal
      annual installments commencing the first January and on each subsequent
      January following the date specified in the election. Such date shall not
      be sooner than three (3) years after the date the Deferral Period
      commences in which the scheduled early withdrawal was initially elected.
      Upon a Participant's termination, any balance subject to a Scheduled Early
      Withdrawal election shall be distributed in a lump sum within sixty (60)
      days.

            (b) Hardship Withdrawals. Upon a finding that a Participant has
      suffered an Unforeseen Emergency, the Administrative Committee may, in its
      sole discretion, make distributions from the Participant's Account. The
      amount of such a withdrawal shall be limited to the amount the
      Administrative Committee determines to be reasonably necessary to meet the
      Participant's needs resulting from the Unforeseen Emergency. If any
      payment is made due to Unforeseen Emergency, any existing Deferral
      Commitment shall be null and void and the Participant shall not be
      permitted to make any Deferral Commitment for twelve (12) months. Any such
      hardship withdrawal distribution shall be payable in a single lump sum
      within thirty (30) days after the Administrative Committee approves such
      payment.


PAGE 8 - STOCK DEFERRAL PLAN
<PAGE>

5.2   Distributions Following Termination of Service

            (a) Retirement or Disability Benefit.

                  (i) Benefit Amount. If a Participant terminates service with
            Employer due to Retirement or Disability, Employer shall pay to the
            Participant a benefit equal to the balance in the Participant's
            Account.

                  (ii) Form of Benefit. Subject to Section 5.2(a)(iii), benefits
            under this Section 5.2(a) shall be paid in the form or forms
            selected by the Participant in the Participation Agreement. Optional
            forms of payment include a lump-sum payment or substantially equal
            annual installments of the Account amortized over a period of up to
            fifteen (15) years. The initial payment shall be as elected by the
            Participant, either within sixty (60) days of termination or in
            January following termination, and all subsequent payments, if any,
            shall be in subsequent Januarys. In order to provide substantially
            equal installments, the Committee shall assume a rate of return
            during the period of payment and may, at its discretion, adjust the
            assumed rate and the size of future installments based on the actual
            experience of Earnings Index of the Tektronix Common Shares.

                  (iii) Mandatory Lump-Sum Payments. Notwithstanding Section
            5.2(a)(ii), if an employee terminates employment before age
            fifty-five (55), or with less than five (5) years of service, or if
            a Director terminates Board service before age fifty-five (55), or
            if a Participant's Account is less than fifty thousand dollars
            ($50,000) on the Retirement date, a lump-sum benefit will be made
            regardless of the distribution method the Participant elected.

                  (iv) Change in Form of Payment. Notwithstanding the above, a
            Participant may elect to change the form or forms of payment
            designation which shall supersede the form of payment designations
            in all prior Participation Agreements and prior elected changes. If
            the Participant's most recent change of payment designation has not
            been filed thirteen (13) calendar months prior to the date of
            employment termination, the prior election shall be used to
            determine the form of payment.

                  (v) Termination Benefit. If a Participant terminates
            employment or Board service with Employer for any reason other than
            Retirement, Disability, or death, Employer shall pay to the
            Participant a lump-sum benefit equal to the balance in the
            Participant's Account.

            (b) Death Benefit.

                  (i) Preretirement. If a Participant terminates employment or
            Board service with Employer due to death, Employer shall pay to the
            Participant's Beneficiary a lump-sum benefit equal to the vested
            balance in the Participant's Account.

                  (ii) Postretirement. If a Participant dies following the
            Participant's Retirement, Employer shall continue to pay any
            remaining benefit payments to the Participant's Beneficiary in the
            form previously elected by the Participant for Retirement benefits.

            (c) All balances in a Participant's Stock subaccount shall be paid
      in Stock.

5.3   Benefit Commencement

      Benefits shall commence as soon as practical after termination but in no
case more than sixty (60) days after termination.


PAGE 9 - STOCK DEFERRAL PLAN
<PAGE>

5.4   Accelerated Distribution

      Notwithstanding any other provision of the Plan, at any time a Participant
shall be entitled to receive, upon written request to the Administrative
Committee, a lump-sum distribution equal to ninety percent (90%) of the Account
balance as of the Determination Date immediately preceding the date on which the
Administrative Committee receives the written request. The remaining balance
shall be forfeited by the Participant. The amount payable under this section
shall be paid in a lump-sum benefit within thirty (30) days following the
receipt of the notice by the Administrative Committee from the Participant. Such
Participant shall not be eligible to participate in the Plan for a period of one
(1) year from the date of distribution.

5.5   Deferred Payment of Benefit

      If part of a Participant's compensation is not deductible under IRC
Section 162(m), then Tektronix may require the Participant to defer payment of
benefits under this Article to avoid the limitation set forth in Section 162(m).
Any deferred benefits under this Section shall be distributed to the Participant
in the first calendar year such amounts would not exceed the limitation as set
out in IRC Section 162(m).

5.6   Withholding for Taxes

      To the extent required by the law in effect at the time payments are made,
Employer shall withhold from payments made hereunder any taxes required to be
withheld by the federal or any state or local government, including any amounts
which the Employer determines are reasonably necessary to pay any
generation-skipping transfer tax which is or may become due. A beneficiary,
however, may elect not to have withholding of federal income tax pursuant to
Section 3405 of the Internal Revenue Code, or any successor provision thereto.

5.7   Valuation and Settlement

      The amount of a lump-sum payment and the initial installment payment shall
be based on the value of the Participant's Account on the Determination Date
immediately preceding the lump-sum payment or commencement of installment
payments.

5.8   Payment to Guardian

      The Administrative Committee may direct payment to the duly appointed
guardian, conservator, or other similar legal representative of a Participant or
Beneficiary to whom payment is due. In the absence of such a legal
representative, the Administrative Committee may, in it sole and absolute
discretion, make payment to a person having the care and custody of a minor,
incompetent or person incapable of handling the disposition of property upon
proof satisfactory to the Administrative Committee of incompetency, minority, or
incapacity. Such distribution shall completely discharge the Administrative
Committee from all liability with respect to such benefit.

                       Article VI--Beneficiary Designation

6.1   Beneficiary Designation

      Each Participant shall have the right, at any time, to designate a
Beneficiary (both primary as well as contingent) to whom benefits under this
Plan shall be paid if a Participant dies prior to complete distribution to the
Participant of the benefits due under the Plan. Each Beneficiary designation
shall be in a written form prescribed by the


PAGE 10 - STOCK DEFERRAL PLAN
<PAGE>

Administrative Committee, and will be effective only when filed with the
Administrative Committee during the Participant's lifetime.

6.2   Changing Beneficiary

      Any Beneficiary designation may be changed by a Participant without the
consent of the previously named Beneficiary by the filing of a new Beneficiary
designation with the Administrative Committee. The filing of a new Beneficiary
designation shall cancel all Beneficiary designations previously filed. If a
Participant's Compensation is community property, any Beneficiary Designation
shall be valid or effective only as permitted under applicable law.

6.3   No Beneficiary Designation

      In the absence of an effective Beneficiary Designation, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, the Participant's designated
Beneficiary shall be deemed to be the Participant's estate.

6.4   Effect of Payment

      Payment to the Beneficiary shall completely discharge Employer's
obligations under this Plan.

                           Article VII--Administration

7.1   Committee; Duties

      The Plan shall be administered by an Administrative Committee consisting
of three (3) members as may be appointed from time to time by the Board. The
Administrative Committee shall have the authority to interpret and enforce all
appropriate rules and regulations for the administration of the Plan and decide
or resolve any and all questions, including determination of eligibility and
interpretations of the Plan, as may arise in such administration. A majority
vote of the Administrative Committee members in office at the time of the vote
shall control any decision. The required majority action may be taken either by
a vote at a meeting or without a meeting by a signed memorandum. Meetings may be
conducted by telephone conference call. The Administrative Committee may, by
majority action, delegate to one or more of its members the authority to execute
and deliver in the name of the Administrative Committee all communications and
documents which the Administrative Committee is required or authorized to
provide under this Plan. Any party shall accept and rely upon any document
executed in the name of the Administrative Committee. Members of the
Administrative Committee may be Participants under this Plan.

7.2   Agents

      The Administrative Committee may, from time to time, employ agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Company.

7.3   Binding Effect of Decisions

      The decision or action of the Administrative Committee with respect to any
question arising out of or in connection with the administration, interpretation
and application of the Plan and the rules and regulations promulgated hereunder
shall be final, conclusive and binding upon all persons having any interest in
the Plan.


PAGE 11 - STOCK DEFERRAL PLAN
<PAGE>

7.4   Indemnity of Committee

      The Company shall indemnify and hold harmless the members of the
Administrative Committee against any and all claims, loss, damage, expense or
liability arising from any action or failure to act with respect to this Plan on
account of such person's service on the Administrative Committee, except in the
case of gross negligence or willful misconduct.

                         Article VIII--Claims Procedure

8.1   Claim

      Any person claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under the Plan shall present the
request in writing to the Administrative Committee which shall respond in
writing within thirty (30) days.

8.2   Denial of Claim

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

            (a) The reason for denial, with specific reference to the Plan
      provisions on which the denial is based.

            (b) A description of any additional material or information required
      and an explanation of why it is necessary.

            (c) An explanation of the Plan's claim review procedure.

8.3   Review of Claim

            (a) Any person whose claim or request is denied or who has not
      received a response within thirty (30) days may request review by notice
      given in writing to the Administrative Committee. The claim or request
      shall be reviewed by the Administrative Committee who may, but shall not
      be required to, grant the claimant a hearing. On review, the claimant may
      have representation, examine pertinent documents, and submit issues and
      comments in writing.

            (b) Such notice shall be made within the lesser of ninety (90) days
      of notice of denial or one hundred twenty (120) days of the original
      written claim.

8.4   Final Decision

      The decision on review shall normally be made within sixty (60) days. If
an extension of time is required for a hearing or other special circumstances,
the claimant shall be notified and the time limit shall be one hundred twenty
(120) days. The decision shall be in writing and shall state the reason and the
relevant plan provisions. All decisions on review shall be final and bind all
parties concerned.


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<PAGE>

                  Article IX--Amendment and Termination of Plan

9.1   Amendment

            (a) The Company may amend the Plan at any time and from time to time
      by written instrument. Except as provided in (b) below, the power to amend
      may be executed only by the Board.

            (b) The Administrative Committee may adopt any technical, clerical,
      conforming or clarifying amendment or other change, provided:

                  (i) The Administrative Committee deems it necessary or
            advisable to:

                        (A) Correct any defect, supply any omission or reconcile
                  any inconsistency in order to carry out the intent and
                  purposes of the Plan;

                        (B) Maintain the Plan's status as a "top-hat" plan for
                  purposes of ERISA; or

                        (C) Facilitate the administration of the Plan;

                  (ii) The amendment or change does not, without the consent of
            the Board, materially increase the cost to the Employer of
            maintaining the Plan; and

                  (iii) Any amendment adopted by the Administrative Committee
            shall be in writing, signed by a member of the Committee and
            promptly reported to the Board.

            (c) To the extent permitted under subsection (e) below, amendments
      may have an immediate, prospective or retroactive effective date.

            (d) Amendments do not require the consent of any Participant or
      Beneficiary.

            (e) Amendments are subject to the following limitations:

                  (i) Preservation of Account Balance. No amendment shall reduce
            the amount credited or to be credited to any Account as of the date
            notice of the amendment is given to Participants.

                  (ii) Changes in Earnings Rate. If the Plan is amended so that
            the Earnings Index is not used to calculate the Rate of Return, the
            rate of earnings to be credited to the Participant's Account shall
            not be less than the monthly equivalent of the average nominal
            annual yield on three (3) month Treasury bills for the applicable
            Determination Period.

                  (iii) After a Change in Control. No amendment shall change the
            methodology used to calculate the Rate of Return in any way which
            will lower the Participant's returns on any amounts deferred under
            Deferral Commitments filed prior to the Change in Control.

                  All amounts deferred under Deferral Commitments filed prior to
            a Change in Control shall be paid as originally elected by the
            Participant unless the Participant voluntarily changes such
            distribution elections in accordance with 5.2(a)(iv).


PAGE 13 - STOCK DEFERRAL PLAN
<PAGE>

9.2   Employer's Right to Terminate

      The Board may at any time partially or completely terminate the Plan if,
in its judgment, the tax, accounting or other effects of the continuance of the
Plan, or potential payments thereunder would not be in the best interests of
Employer.

            (a) Partial Termination. The Board may partially terminate the Plan
      by instructing the Administrative Committee not to accept any additional
      Deferral Commitments. If such a partial termination occurs, the Plan shall
      continue to operate and be effective with regard to Deferral Commitments
      entered into prior to the effective date of such partial termination.

            (b) Complete Termination. The Board may completely terminate the
      Plan by instructing the Administrative Committee not to accept any
      additional Deferral Commitments, and by terminating all ongoing Deferral
      Commitments. If such a complete termination occurs, the Plan shall cease
      to operate and Employer shall pay out each Account. Payment shall be made
      in a lump sum or in the installment schedule elected by the Participant
      for payment upon Retirement, as decided by the Company, except as follows.
      If a Change in Control has occurred prior to the termination of the Plan,
      payment shall be made in the installment schedule elected by the
      Participant for payment upon Retirement.

      Payments shall commence within sixty (60) days after the Board terminates
the Plan and earnings shall continue to be credited on the unpaid Account
balance.

                            Article X--Miscellaneous

10.1  Unfunded Plan

      As to employees, this Plan is an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.
As to Directors, this Plan is not subject to ERISA because it does not provide
benefits for employees.

10.2  Unsecured General Creditor

      Participants and Beneficiaries shall be unsecured general creditors, with
no secured or preferential right to any assets of Employer or any other party
for payment of benefits under this Plan. Any life insurance policies, annuity
contracts or other property purchased by Employer in connection with this Plan
shall remain its general, unpledged and unrestricted assets. Employer's
obligation under the Plan shall be an unfunded and unsecured promise to pay
money in the future.

10.3  Trust Fund

      At its discretion, the Employer may establish one (1) or more trusts, with
such trustees as the Employer may approve, for the purpose of providing for the
payment of benefits owed under the Plan. Although such a trust shall be
irrevocable, its assets shall be held for payment of all the Company's general
creditors in the event of insolvency or bankruptcy. To the extent any benefits
provided under the Plan are paid from any such trust, Employer shall have no
further obligation to pay them. If not paid from the trust, such benefits shall
remain the obligation of Employer.


PAGE 14 - STOCK DEFERRAL PLAN
<PAGE>

10.4  Nonassignability

      Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

10.5  Not a Contract of Employment

      This Plan shall not constitute a contract of employment between Employer
and the Participant. Nothing in this Plan shall give a Participant the right to
be retained in the service of Employer or to interfere with the right of
Employer to discipline or discharge a Participant at any time.

10.6  Protective Provisions

      A Participant will cooperate with Employer by furnishing any and all
information requested by Employer in order to facilitate the payment of benefits
hereunder, and by taking such physical examinations as Employer may deem
necessary and taking such other action as may be requested by Employer.

10.7  Governing Law

      The provisions of this Plan shall be construed and interpreted according
to the laws of the State of Oregon, except as preempted by federal law.

10.8  Validity

      In case any provision of this Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal and
invalid provision had never been inserted herein.

10.9  Notice

      Any notice required or permitted under the Plan shall be sufficient if in
writing and hand delivered or sent by registered or certified mail. Such notice
shall be deemed as given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or
certification. Mailed notice to the Administrative Committee shall be directed
to the Company's address. Mailed notice to a Participant or Beneficiary shall be
directed to the individual's last known address in Employer's records.

10.10 Successors

      The provisions of this Plan shall bind and inure to the benefit of
Employer and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by


PAGE 15 - STOCK DEFERRAL PLAN
<PAGE>

merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of Employer, and successors of any such corporation or
other business entity.

                                        TEKTRONIX, INC.


                                        By: /s/ JAMES F. DALTON
                                           -------------------------------------
                                           Its: Vice President

                                        Dated: March 5, 2003
                                              ----------------------------------


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</TEXT>
</DOCUMENT>
