AMENDMENT TO SUPPLEMENTAL
EXECUTIVE RETIREMENT AGREEMENT
June 16, 1998
By Agreement dated October 24, 1990, Xxxxxx X. Xxxxx ("Executive"), and
Tektronix, Inc. ("Tektronix"), entered into a Supplemental Executive Retirement
Agreement. By action of the Board on June 16, 1998, the Supplemental Executive
Retirement Agreement is hereby amended as follows:
Paragraph 3.1 (d) "Final Average Pay," is hereby deleted and replaced with
the following:
(d) "Final Average Pay" means the average total cash compensation for
the highest three of the last five consecutive twelve month periods
immediately preceding Executive's retirement or termination as a Tektronix'
employee. Total cash compensation for this purpose consists of base pay,
profit share and any incentive compensation, plus any amounts deferred at
the election of executive under any deferred compensation plan of
Tektronix.
Except as specifically amended herein, the Supplemental Executive
Retirement Agreement dated October 24, 1990 shall remain in full force and
effect.
Tektronix, Inc.
By:_______________________ ____________________________
Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx
Vice President, General
Counsel and Secretary