[DESCRIPTION] Amendment No. 1 to Supplemental Executive
Retirement Agreement
AMENDMENT NO. 1
TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
September 24, 1997
Tektronix, Inc.
an Oregon corporation
26600 SW Parkway
PO Box 1000, M/S 63-LAW
Wilsonville, Oregon 97070-1000 Tektronix
Carl W. Neun
3530 Lakeview Boulevard
Lake Oswego, Oregon 97035 Neun
In order to prevent a loss of Neun's retirement benefit
under the Supplemental Executive Retirement Agreement (SERP)
between Tektronix and Neun dated March 17, 1993 in the event of
termination of employment under certain circumstances involving a
change in control of Tektronix, the SERP is amended as follows.
1. Consequences of Change in Control
* * *
2.1 Section 2.1 is amended in its entirety
to provide: "Neun shall be entitled to retirement
benefits under this Agreement upon Retirement. Subject
to 6.3, "Retirement" means a termination of employment
after age 55 and 5 Years of Service."
2.2 The first clause of section 2.2 is
amended to provide: "Subject to 6.3, a "Year of
Service" means a 12-month period in which an employee
is continuously employed by Tektronix or an affiliate
as follows:."
* * *
4.1 The first clause of section 4.1 is
amended to provide: "A benefit shall be paid to the
surviving spouse if Neun dies when the following
conditions are met, subject to 6.3:."
* * *
6.1 Section 6.1 is amended in its entirety
to provide: "Subject to 5 and 6.3, Neun shall receive
no benefit under this Agreement if a termination of his
employment occurs before he meets the conditions for
Retirement described in 2.1."
* * *
6.3 A new section 6.3 is added as follows:
"If Neun qualifies for and receives benefits under
paragraph (iii) of Section 5 of the letter agreement
between Tektronix and Neun regarding change in control
dated September 10, 1993, the following shall apply:
(a) For 2.1, "Retirement"
shall be on attainment of age 55,
even though not then employed.
(b) For 2.2, if Neun does not
have at least five completed Years
of Service, he shall be credited
with as much additional service as
needed so that his completed Years
of Service equal five.
(c) For 4.1(a), Neun need not
be employed by Tektronix or an
Affiliate, but must die before
being eligible for Retirement.
(d) For 4.2(a), the amount
shall be the amount that would have
been payable under this Agreement
as the spouse's survivor annuity if
Neun had commenced benefits under
this Agreement at Retirement in the
form of a 50 percent joint and
survivor annuity with his spouse
and then died.
(e) For 4.2(b), the benefit
shall start with the month
following the date that Neun would
have been eligible for Retirement."
* * *
2. Effective Date
This amendment shall be effective September 24, 1997.
Tektronix Tektronix, Inc.
By /S/ JEROME J. MEYER
--------------------------------
Executed: November 17, 1997
Neun
/S/ CARL W. NEUN
--------------------------------
Carl W. Neun
Executed: October 20, 1997