SC TO-T

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

TEKTRONIX, INC.

(Name of Subject Company)

RAVEN ACQUISITION CORP.

an indirect wholly owned subsidiary of

DANAHER CORPORATION

(Name of Filing Person—Offeror)

Common Shares, without par value

(including the Associated Series B No Par Preferred Shares Purchase Rights)

(Title of Class of Securities)

879131 10

(CUSIP Number of Class of Securities)

Daniel L. Comas

Executive Vice President and Chief Financial Officer

Danaher Corporation

2099 Pennsylvania Avenue, NW

12^th Floor

Washington, DC 20006

(202) 828-0850

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Trevor S. Norwitz, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Telephone: (212) 403-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,937,223,003.26	$90,172.75

* Estimated solely for purposes of calculating amount of the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction value was calculated by multiplying the tender offer price of $38.00 per share by the number of shares of common stock, without par value, of Tektronix, Inc. (“Shares”) outstanding on a fully diluted basis to be acquired in the tender offer as of October 12, 2007, based upon representations by Tektronix, Inc. in the Agreement and Plan of Merger dated as of October 14, 2007 (the “Merger Agreement”), among Tektronix, Inc., Danaher Corporation and Raven Acquisition Corp., consisting of (a) 75,084,510 Shares issued and outstanding, (b) 2,176,340 shares subject to outstanding company stock options and (c) 34,492 Shares subject to outstanding Company restricted stock units.

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Exchange Act by multiplying the transaction valuation by 0.00003070.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: None. Form or Registration No.: Not applicable. Filing Party: Not applicable. Date Filed: Not applicable.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Danaher Corporation, a Delaware corporation (“Danaher”), and Raven Acquisition Corp., an Oregon corporation and an indirect wholly owned subsidiary of Danaher (the “Purchaser”). This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, without par value, including associated Series B No Par Preferred Shares Purchase Rights (the “Shares”), of Tektronix, Inc., an Oregon corporation (“Tektronix”), at $38.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Agreement and Plan of Merger, dated as of October 14, 2007, among Tektronix, Danaher and the Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, and the Confidentiality Agreement, dated as of September 3, 2007, between Danaher and Tektronix, a copy of which is attached as Exhibit (d)(2) hereto, are incorporated herein by reference with respect to Items 5 and 11 of Schedule TO.

Item 1. Summary Term Sheet

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated in this Schedule TO by reference.

Item 2. Subject Company Information

(a) The subject company and issuer of the securities subject to the Offer is Tektronix, Inc., an Oregon corporation. Its principal executive office is located at 14200 SW Karl Braun Drive, Beaverton, Oregon 97077 and its telephone number is (503) 627-7111.

(b) This Schedule TO relates to the Offer by the Purchaser to purchase all issued and outstanding Shares for $38.00 per Share, net to the seller in cash, without interest thereon, subject to any required withholdings of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal. The information set forth in the introduction to the Offer to Purchase is incorporated in this Schedule TO by reference. As of October 12, 2007, as represented by Tektronix in the Merger Agreement, there were 75,084,510 Shares issued and outstanding.

(c) The Shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “TEK.” The information concerning the principal market in which the Shares are traded and certain high and low sales prices for the Shares in that principal market is set forth in “Price Range of the Shares; Dividends” in the Offer to Purchase and is incorporated in this Schedule TO by reference.

Item 3. Identity and Background of Filing Person

The information set forth in the section of the Offer to Purchase entitled “Information Concerning Danaher and the Purchaser” and in Schedule I to the Offer to Purchase is incorporated in this Schedule TO by reference.

Item 4. Terms of the Transaction

(a)(1)(i)-(viii), (xii) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Terms of the Offer,” “Acceptance for Payment and Payment for Shares,” “Procedures for Accepting the Offer and Tendering Shares,” “Withdrawal Rights,” “Material U.S. Federal Income Tax Consequences,” “Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration; Margin Regulations” and “Conditions of the Offer” is incorporated in this Schedule TO by reference.

(a)(1)(ix), (x), (xi) Not applicable.

(a)(2)(i)-(iv) and (vii) The information set forth in the sections of the Offer to Purchase entitled “Material U.S. Federal Income Tax Consequences,” “Background of the Offer; Contacts with Tektronix” and “Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; ‘Going Private’ Transactions” is incorporated in this Schedule TO by reference.

(a)(2)(v)-(vi) Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a), (b) The information set forth in the sections of the Offer to Purchase entitled “Information Concerning Danaher and the Purchaser,” “Background of the Offer; Contacts with Tektronix” and “Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; ‘Going Private’ Transactions” is incorporated in this Schedule TO by reference.

Item 6. Purposes of the Transaction and Plans or Proposals

(a), (c)(1), (c)(3-7) The information set forth in the Introduction and the sections of the Offer to Purchase entitled “Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; ‘Going Private’ Transactions,” “Dividends and Distributions” and “Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Securities Exchange Act Registration; Margin Regulations” are incorporated in this Schedule TO by reference.

(c)(2) None.

Item 7. Source and Amount of Funds or Other Consideration

(a), (d) The information set forth in the sections of the Offer to Purchase entitled “Source and Amount of Funds” are incorporated in this Schedule TO by reference.

(b) Not applicable.

Item 8. Interest in Securities of the Subject Company

(a), (b) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Information Concerning Danaher and the Purchaser,” “Background of the Offer; Contacts with Tektronix” and “Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; ‘Going Private’ Transactions” and in Schedule I to the Offer to Purchase is incorporated in this Schedule TO by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used

(a) The information set forth in the Introduction and in the section of the Offer to Purchase entitled “Fees and Expenses” is incorporated in this Schedule TO by reference.

Item 10. Financial Statements of Certain Bidders

Not applicable.

Item 11. Additional Information

(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Information Concerning Danaher and the Purchaser” and “Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; ‘Going Private’ Transactions” is incorporated in this Schedule TO by reference.

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(a)(2), (a)(3) The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; ‘Going Private’ Transactions,” “Conditions of the Offer” and “Legal Matters; Required Regulatory Approvals” is incorporated in this Schedule TO by reference.

(a)(4) The information set forth in the section of the Offer to Purchase entitled “Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration; Margin Regulations” is incorporated in this Schedule TO by reference.

(a)(5) None.

(b) None.

Item 12. Exhibits

(a)(1)	Offer to Purchase, dated October 18, 2007.
(a)(2)	Form of Letter of Transmittal.
(a)(3)	Form of Notice of Guaranteed Delivery.
(a)(4)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(6)	Text of press release issued by Danaher dated October 15, 2007.
(a)(7)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(8)	Form of summary advertisement dated October 18, 2007.
(b)	None.
(d)(1)	Agreement and Plan of Merger, dated as of October 14, 2007, between Danaher Corporation, Raven Acquisition Corp. and Tektronix, Inc.
(d)(2)	Confidentiality Agreement, dated as of September 3, 2007, between Danaher Corporation and Tektronix, Inc.
(g)	None.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 18, 2007

DANAHER CORPORATION
By	/S/    DANIEL L. COMAS
Name:	Daniel L. Comas
Title:	Executive Vice President and Chief Financial Officer
RAVEN ACQUISITION CORP.
By	/S/    DANIEL L. COMAS
Name:	Daniel L. Comas
Title:	President

EXHIBIT INDEX

(a)(1)	Offer to Purchase, dated October 18, 2007.
(a)(2)	Form of Letter of Transmittal.
(a)(3)	Form of Notice of Guaranteed Delivery.
(a)(4)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(6)	Text of press release issued by Danaher dated October 15, 2007.
(a)(7)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(8)	Form of summary advertisement dated October 18, 2007.
(b)	None.
(d)(1)	Agreement and Plan of Merger, dated as of October 14, 2007, between Danaher Corporation, Raven Acquisition Corp. and Tektronix, Inc.
(d)(2)	Confidentiality Agreement, dated as of September 3, 2007, between Danaher Corporation and Tektronix, Inc.
(g)	None.
(h)	Not applicable.

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EX-99.(A)(1)

Exhibit (a)(1)

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

(Including the Series B No Par Preferred Shares Purchase Rights)

OF

TEKTRONIX, INC.

BY

RAVEN ACQUISITION CORP.

AN INDIRECT WHOLLY OWNED SUBSIDIARY

OF

DANAHER CORPORATION

AT

$38.00 NET PER SHARE IN CASH

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON

THURSDAY NOVEMBER 15, 2007, UNLESS THE OFFER IS EXTENDED.

Danaher Corporation (“Danaher”), through its indirect wholly owned subsidiary, Raven Acquisition Corp. (the “Purchaser”), is offering to purchase all of the outstanding shares of common stock, without par value (the “Company Shares”), of Tektronix, Inc. (“Tektronix”), together with the associated Series B No Par Preferred Shares Purchase Rights (the “Company Rights” and, together with the Company Shares, the “Shares”) issued pursuant to the Rights Agreement, dated as of June 21, 2000, as amended, between Tektronix and Mellon Investor Services LLC, a New Jersey limited liability company (formerly known as ChaseMellon Shareholder Services, L.L.C.), at a price per share of $38.00, net to the seller in cash (such amount or any greater amount per share paid pursuant to the Offer, the “Offer Price”), subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase, dated October 18, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 14, 2007 (the “Merger Agreement”), among Danaher, the Purchaser and Tektronix. The Offer is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the expiration of the Offer a number of Shares that represents at least a majority of the total number of outstanding Shares on a fully diluted basis (excluding any Shares issuable upon conversion of the Tektronix Convertible Notes (as defined herein)) (the “Minimum Condition”). See Section 14—“Conditions of the Offer.” After the completion of the Offer and the satisfaction or waiver of certain conditions, the Purchaser will merge with and into Tektronix (the “Merger”), with Tektronix becoming an indirect wholly owned subsidiary of Danaher.

The Board of Directors of Tektronix (the “Tektronix Board”) has unanimously (i) approved the Offer and the Merger and deemed the Offer, the Merger and the transactions contemplated by the Merger Agreement fair to, and in the best interests of, Tektronix and its shareholders, (ii) adopted the Merger Agreement and approved the transactions contemplated by the Merger Agreement, including the Offer and the Merger, (iii) taken all action necessary to render Sections 60.801 through 60.816 and 60.825 through 60.845 of the Oregon Business Corporation Act (the “OBCA”), if applicable, and the Company Rights inapplicable to the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (iv) recommended that Tektronix shareholders accept the Offer and tender their Tektronix common shares in the Offer, and, if the Merger is required to be submitted to a vote of the shareholders of Tektronix, vote to approve the Merger and the Merger Agreement.

IMPORTANT

Any Tektronix shareholder wishing to tender Shares in the Offer must, prior to the expiration of the Offer, either (i) complete and sign the Letter of Transmittal (or a facsimile) in accordance with the instructions in the Letter of Transmittal, and mail or deliver the Letter of Transmittal and all other required documents to Computershare Trust Company, N.A. (the “Depositary”) together with certificates representing Shares tendered or follow the procedure for book-entry transfer set forth in Section 3 —“Procedures for Accepting the Offer and Tendering Shares” or (ii) request the Tektronix shareholder’s broker, dealer, commercial bank, trust company or other nominee to effect the tender of Shares to the Purchaser. A Tektronix shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that person if the Tektronix shareholder wishes to tender those Shares.

Any Tektronix shareholder who wishes to tender Shares and cannot deliver certificates representing those Shares and all other required documents to the Depositary on or prior to the Expiration Date (as defined herein), or who cannot comply with the procedures for book-entry transfer on a timely basis, may tender Shares pursuant to the guaranteed delivery procedure set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares.” Questions and requests for assistance may be directed to MacKenzie Partners, Inc., the Information Agent, at the addresses and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent or the Dealer Manager. Tektronix shareholders also may contact their broker, dealer, commercial bank, trust company or other nominee for copies of these documents. THIS OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD READ BOTH CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER.

The Depositary for the Offer is:

COMPUTERSHARE TRUST COMPANY, N.A.

By Mail: Attn: Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 Facsimile for Eligible Institutions: (617) 360-6810
Confirm by Telephone: (781) 575-2332 By Overnight Courier: Computershare Trust Company, N.A. Attn: Corporate Actions 250 Royall Street Canton, MA 02021

The Information Agent for the Offer is:

MACKENZIE PARTNERS, INC.

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

MORGAN STANLEY & CO. INCORPORATED

1585 Broadway

New York, NY 10036

Toll-Free: 877-575-4220

October 18, 2007

TABLE OF CONTENTS

		Page
Summary Term Sheet		i
Introduction		1
1.	Terms of the Offer	2
2.	Acceptance for Payment and Payment for Shares	4
3.	Procedures for Accepting the Offer and Tendering Shares	5
4.	Withdrawal Rights	7
5.	Material U.S. Federal Income Tax Consequences	8
6.	Price Range of the Shares; Dividends	9
7.	Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration; Margin Regulations	9
8.	Information Concerning Tektronix	10
9.	Information Concerning Danaher and the Purchaser	11
10.	Background of the Offer; Contacts with Tektronix	12
11.	Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; “Going Private” Transactions	15
12.	Source and Amount of Funds	28
13.	Dividends and Distributions	28
14.	Conditions of the Offer	29
15.	Legal Matters; Required Regulatory Approvals	30
16.	Fees and Expenses	32
17.	Miscellaneous	33

Schedule I—Directors and Executive Officers of Danaher and the Purchaser

SUMMARY TERM SHEET

This summary term sheet highlights the most material terms of the Offer to Purchase and may not contain all the information that is important to you. This summary term sheet is not meant to be a substitute for the information contained in the remainder of this Offer to Purchase, and the information contained in this summary is qualified in its entirety by the fuller terms, descriptions and explanations contained in this Offer to Purchase and in the related Letter of Transmittal. We recommend that you carefully read this entire Offer to Purchase and the related Letter of Transmittal before making any decision on whether to tender your Shares (defined below).

Principal Terms

• Danaher Corporation (“Danaher”), through its indirect wholly owned subsidiary, Raven Acquisition Corp. (the “Purchaser”), is offering to buy all outstanding shares of common stock, without par value (the “Company Shares”), of Tektronix, Inc. (“Tektronix”), together with the associated Series B No Par Preferred Shares Purchase Rights (the “Company Rights” and, together with the Company Shares, the “Shares”). The tender price is $38.00 per share in cash without interest.

• The Offer (as defined herein) is the first step in our plan to acquire all of the outstanding Shares, as provided in the Agreement and Plan of Merger, dated October 14, 2007 (the “Merger Agreement”), among Tektronix, Parent and the Purchaser. If the Offer is successful (that is, if a majority of the outstanding Shares is tendered on a fully diluted basis (excluding any Shares issuable upon conversion of the Tektronix Convertible Notes) (as defined herein)), we will acquire any and all remaining Shares in a subsequent merger for $38.00 per share in cash.

• The offering period of the Offer will expire at 11:59 p.m., New York City time, on Thursday, November 15, 2007, unless we extend the Offer.

• If we extend the Offer, we will issue a press release giving the new expiration date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration of the Offer.

• We may provide a subsequent offering period following completion of the Offer, in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Tektronix Board of Directors Recommendation

• The Tektronix Board of Directors has unanimously approved the Offer and the Merger and adopted the Merger Agreement, has deemed the Offer and the Merger fair to, and in the best interests of, Tektronix and its shareholders, and recommends that shareholders of Tektronix accept the Offer and tender their Shares in the Offer.

Conditions

We are not required to complete the Offer unless:

• all applicable waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder and applicable material foreign antitrust statutes and regulations expire or are terminated;

• at least a majority of the outstanding Shares (calculated on a fully diluted basis excluding any Shares issuable upon conversion of the Tektronix Convertible Notes) is validly tendered and not withdrawn prior to the expiration of the Offer; and

• the other conditions to the Offer described in Section 14—“Conditions of the Offer.”

The Offer is not conditioned on Danaher obtaining financing.

i

Procedures for Tendering

If you wish to accept the Offer, this is what you must do:

• If you are a record holder (in other words, a stock certificate has been issued to you), you must complete and sign the enclosed Letter of Transmittal and send it with your stock certificate to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”) or follow the procedures described in the Offer for book-entry transfer. These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 2— “Acceptance for Payment and Payment for Shares” and Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

• If you are a record holder but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to tender your shares using the enclosed notice of guaranteed delivery. Please call our information agent, MacKenzie Partners, Inc., at (800) 322-2885 for assistance. See Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

• If you hold your Shares through a broker or bank, you should contact your broker or bank and give instructions that your Shares be tendered.

Withdrawal Rights

• If, after tendering your Shares in the Offer, you decide that you do not want to accept the Offer, you can withdraw your Shares by instructing the Depositary before the Offer expires. If you tendered by giving instructions to a broker or bank, you must instruct the broker or bank to arrange for the withdrawal of your Shares. See Section 4—“Withdrawal Rights.”

Recent Tektronix Trading Prices; Subsequent Trading

• The closing price for the Shares was:

$28.34 per share on October 12, 2007, the last trading day before we announced that we had entered into the Merger Agreement; and

$37.76 per share on October 17, 2007, the last trading day before the printing of these materials.

Before deciding whether to tender, you should obtain a current market quotation for the shares.

• If the Offer is successful, we expect the Shares to continue to be traded on the New York Stock Exchange (the “NYSE”) until the time of the Merger, although we expect trading volume to be below its pre-Offer level.

Further Information

• If you have questions about the Offer, you can call our Information Agent:

MacKenzie Partners, Inc.

Banks and Brokers Call Collect: (212) 929-5500

All others call Toll Free: (800) 322-2885

ii

INTRODUCTION

Raven Acquisition Corp. (the “Purchaser”), an indirect wholly owned subsidiary of Danaher Corporation (“Danaher”), is offering to purchase all outstanding shares of common stock, without par value, of Tektronix, Inc. (“Tektronix”), together with the associated Series B No Par Preferred Shares Purchase Rights (the “Company Rights”) issued pursuant to the Rights Agreement, dated as of June 21, 2000, between Tektronix and Mellon Investor Services LLC, a New Jersey limited liability company, formerly known as ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the “Rights Agreement”), at a purchase price of $38.00 per share, net to the seller in cash, without interest thereon, on the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the “Offer”). “Share” means a share of Tektronix common shares, together with the Company Rights.

You will not be required to pay brokerage fees or commissions or, except as described in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares in the Offer. However, if you do not complete and sign the Substitute Form W-9 that is included in the Letter of Transmittal, you may be subject to a required backup U.S. federal income tax withholding of 28% of the gross proceeds payable to you. See Section 3. We will pay all charges and expenses of Computershare Trust Company, N.A., as Depositary (the “Depositary”) and MacKenzie Partners, Inc., as Information Agent (the “Information Agent”), incurred in connection with the Offer. See Section 16.

The Board of Directors of Tektronix (the “Tektronix Board”) has unanimously determined that the price to be paid for each Share in the Offer and the Merger (as defined below) is fair to the shareholders of Tektronix and that the Offer and the Merger are otherwise in the best interests of Tektronix and Tektronix shareholders, and recommends that Tektronix shareholders accept the Offer and tender their Shares, and, if the Merger is required to be submitted to a vote of the shareholders of Tektronix, vote to approve the Merger and the Merger Agreement.

We are not required to purchase any Shares unless at least a majority of the outstanding Shares (calculated on a fully diluted basis but excluding any Shares issuable upon conversion of the Tektronix Convertible Notes (as defined below)) are validly tendered and not withdrawn prior to the expiration of the Offer (the “Minimum Condition”). The Offer is also subject to certain other terms and conditions. See Sections 1, 14 and 15.

We are making the Offer pursuant to the Agreement and Plan of Merger, dated as of October 14, 2007, among Tektronix, Danaher and the Purchaser (the “Merger Agreement”). Following the consummation of the Offer and the satisfaction or waiver of certain conditions, Tektronix will merge with the Purchaser (the “Merger”), with Tektronix continuing as the surviving corporation. In the Merger, each outstanding Share that is not owned by Danaher, the Purchaser, Tektronix or any of their wholly owned subsidiaries (other than Shares held by Tektronix shareholders who perfect dissenters’ rights, if any, under the Oregon Business Corporation Act (the “OBCA”) with respect to the Merger) will be converted into the right to receive $38.00 net in cash, or any higher price paid per Share in the Offer, without interest (the “Merger Consideration”). Section 11 contains a more detailed description of the Merger Agreement. Section 5 describes the principal U.S. federal income tax consequences of the sale of Shares in the Offer and the Merger.

Approval of the Merger requires the affirmative vote of holders of a majority of the outstanding Shares. As a result, if the Minimum Condition and the other conditions to the Offer are satisfied and the Offer is completed, we will own a sufficient number of Shares to ensure that the Merger will be approved by Tektronix shareholders. See Section 11.

Tektronix has informed us that, as of October 12, 2007, there were 75,084,510 Shares issued and outstanding, 10,286,185 Shares subject to outstanding stock options and 34,492 Shares subject to outstanding restricted stock units. Shares are also reserved for issuance in connection with conversions of Tektronix’s outstanding 1.625% Senior Convertible Notes due 2012 (the “Tektronix Convertible Notes”) and certain warrants issued in connection with the issuance of the Tektronix Convertible Notes; however, these Shares are not included in determining the number of Shares outstanding on a fully diluted basis for purposes of determining

1

whether the Minimum Condition is met because (i) Tektronix has the right to settle any such conversion obligations or warrant exercises entirely in cash and intends to do so and (ii) Parent has the right to approve any actions with respect to the conversion of such Tektronix Convertible Notes and the warrants and does not intend to approve any issuances of Shares thereunder.

The Offer is conditioned upon the fulfillment of the conditions described in Section 14. The initial offering period of the Offer will expire at 11:59 p.m., New York City time, on Thursday, November 15, 2007, unless we extend it.

This Offer to Purchase and the related Letter of Transmittal contain important information which you should read carefully before you make any decision with respect to the Offer.

1. Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will purchase all Shares validly tendered and not withdrawn in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date. “Expiration Date” means 11:59 p.m., New York City time, on Thursday, November 15, 2007, unless we determine, or are required in certain events specified below, to extend the period of time for which the offering period of the Offer is open, in which case Expiration Date will mean the latest time and date at which the offering period of the Offer, as so extended, will expire.

Upon the terms and subject to the conditions of the Offer, we will purchase, as soon as all conditions under the terms of the Offer are satisfied or waived in accordance with the Merger Agreement, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. If, at the Expiration Date, the conditions to the Offer described in Section 14 have not been satisfied or earlier waived, then, subject to the provisions of the Merger Agreement, we may extend the Expiration Date for an additional period or periods of time of not more than ten business days each by giving oral or written notice of the extension to the Depositary; provided, however, that in the event that (a) the required waiting periods under U.S. federal antitrust laws or under material applicable foreign statutes or regulations have not expired, we are required under the Merger Agreement to extend the Offer until the expiration or termination of the applicable waiting periods under the U.S. federal antitrust laws or any other material applicable foreign statutes or regulations or until the End Date (defined in the Merger Agreement as February 12, 2008), and (b) as long as the Tektronix Board continues to recommend the Offer, if at any Expiration Date, any of the conditions of the Offer described in Section 14 have not been satisfied or earlier waived, we are required under the Merger Agreement to extend the Offer for periods of not more than five business days each until December 14, 2007. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to your right to withdraw Shares. See Section 4.

In accordance with Exchange Act Rule 14d-11 and the Merger Agreement, the Purchaser expressly reserves the right to provide a subsequent offering period of at least three business days (as such term is defined under Exchange Act Rule 14d-1(g)(3)) up to a maximum period, including extensions, of twenty business days (as such term is defined under Exchange Act Rule 14d-1(g)(3)) following the Expiration Date. If included, a subsequent offering period would be an additional period of time, following the expiration of the Offer and the purchase of Shares in the Offer, during which shareholders may tender any Shares not tendered in the Offer. A subsequent offering period, if one is included, would not be an extension of the Offer, which already would have been completed.

Subject to the applicable regulations of the Securities and Exchange Commission (the “SEC”) and the terms of the Merger Agreement, we also reserve the right, in our sole discretion, at any time or from time to time, to: (a) delay purchase of, or, regardless of whether we previously purchased any Shares, payment for, any Shares, pending receipt of any regulatory or governmental approvals specified in Section 15; and (b) except as set forth in the Merger Agreement, waive any condition or otherwise amend the Offer in any respect, in each case, by

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giving oral or written notice of the delay, termination, waiver or amendment to the Depositary and by making a public announcement thereof. Notwithstanding the foregoing, all conditions, other than conditions subject to government approval or applicable law, must be satisfied or waived on or before the Expiration Date. We also may extend the Expiration Date for any period required by the applicable rules and regulations of the SEC, the NYSE or any other stock exchange or automated quotation system applicable to the Offer. We acknowledge that Rule 14e-1(c) under the Exchange Act requires us to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer.

The rights we reserve in the preceding paragraph are in addition to our rights described in Section 14. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement. An announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, subject to applicable law (including Rules 14d-4(d) and 14d-6(c) promulgated under the Exchange Act, which require that material changes be promptly disseminated to holders of Shares), we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the Dow Jones News Service.

As of the date of this Offer to Purchase, the Company Rights do not trade separately. Accordingly, by tendering Shares, you are automatically tendering a similar number of preferred shares purchase rights. If, however, the preferred shares purchase rights detach and separate right certificates are issued, tendering shareholders will be required to deliver rights certificates with the Shares.

If we make a material change in the terms of the Offer, or if we waive a material condition to the Offer, we will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 promulgated under the Exchange Act. The minimum period during which a tender offer must remain open following material changes in the terms of the Offer, other than a change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to shareholders, and, if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum of ten business days may be required to allow for adequate dissemination and investor response. With respect to a change in price, a minimum ten business day period from the date of the change is generally required to allow for adequate dissemination to shareholders. Accordingly, if, prior to the Expiration Date, we decrease the number of Shares being sought, or increase or decrease the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of the increase or decrease is first published, sent or given to holders of Shares, we will extend the Offer at least until the expiration of that period of ten business days.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition.

Consummation of the Offer is also conditioned upon expiration or termination of all applicable waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations thereunder (the “HSR Act”) and applicable material foreign antitrust statutes and regulations, and the other conditions set forth in Section 14. We reserve the right (but are not obligated), in accordance with applicable rules and regulations of the SEC and with the Merger Agreement, to waive any or all of those conditions (other than the Minimum Condition, which cannot be waived without Tektronix’s written consent). In the event that we waive any condition set forth in Section 14, the SEC may, if the waiver is deemed to constitute a material change to the information previously provided to Tektronix shareholders, require that the Offer remain open for an additional period of time and/or that we disseminate information concerning such waiver.

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In the Merger Agreement, we have agreed that, upon the terms and subject to the conditions to the Offer, we will accept for payment and pay for, all Shares validly tendered and not withdrawn prior to the expiration of the Offer promptly after expiration of the Offer.

Tektronix has provided us with its shareholder lists and security position listings for the purpose of disseminating the Offer to holders of Shares. We will mail this Offer to Purchase, the related Letter of Transmittal and other relevant materials to record holders of Shares, and we will furnish the materials to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the security holder lists or, if applicable, who are listed as participants in a clearing agency’s security position listing, for forwarding to beneficial owners of Shares.

2. Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer, the terms and conditions of the Offer as so extended or amended), we will purchase, by accepting for payment, and will pay for, all Shares validly tendered and not withdrawn (as described in Section 4) prior to the Expiration Date promptly after the Expiration Date. In addition, subject to applicable rules of the SEC and the Merger Agreement, we reserve the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory or governmental approvals specified in Section 15.

For information with respect to approvals that we are required to obtain prior to the completion of the Offer, including under the HSR Act and other laws and regulations. See Section 15.

In all cases, we will pay for Shares purchased in the Offer only after timely receipt by the Depositary of: (a) certificates representing the Shares (“Share Certificates”) or timely confirmation (a “Book-Entry Confirmation”) of the book-entry transfer of the Shares into the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3; (b) the appropriate Letter of Transmittal (or a facsimile), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined below) in connection with a book-entry transfer; and (c) any other documents that the Letter of Transmittal requires.

“Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which message states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares which are the subject of the Book-Entry Confirmation that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against the participant.

For purposes of the Offer, we will be deemed to have accepted for payment, and purchased, Shares validly tendered and not withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance of the Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price for the Shares with the Depositary, which will act as agent for tendering Tektronix shareholders for the purpose of receiving payment from us and transmitting payment to validly tendering Tektronix shareholders.

Under no circumstances will we pay interest on the purchase price for Shares.

If we do not purchase any tendered Shares pursuant to the Offer for any reason, or if you submit Share Certificates representing more Shares than you wish to tender, we will return Share Certificates representing unpurchased or untendered Shares, without expense to you (or, in the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in

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Section 3, the Shares will be credited to an account maintained within the Book-Entry Transfer Facility), promptly following the expiration, termination or withdrawal of the Offer.

If, prior to the Expiration Date, we increase the price offered to holders of Shares in the Offer, we will pay the increased price to all holders of Shares that we purchase in the Offer, whether or not the Shares were tendered before the increase in price.

We reserve the right, subject to the provisions of the Merger Agreement, to transfer or assign, in whole or from time to time in part, to one or more of our subsidiaries or affiliates, the right to purchase all or any portion of the Shares tendered in the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment in the Offer.

3. Procedures for Accepting the Offer and Tendering Shares.

Valid Tender of Shares. Except as set forth below, in order for you to tender Shares in the Offer, the Depositary must receive the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees or an Agent’s Message in connection with a book-entry delivery of Shares and any other documents that the Letter of Transmittal requires at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (a) you must deliver Share Certificates representing tendered Shares to the Depositary or you must cause your Shares to be tendered pursuant to the procedure for book-entry transfer set forth below and the Depositary must receive Book-Entry Confirmation, in each case on or prior to the Expiration Date, or (b) you must comply with the guaranteed delivery procedures set forth below.

The method of delivery of Share Certificates, the Letter of Transmittal and all other required documents is at your option and sole risk, and delivery will be considered made only when the Depositary actually receives the certificates. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, you should allow sufficient time to ensure timely delivery.

Book-Entry Transfer. The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer the Shares into the Depositary’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures. However, although Shares may be delivered through book-entry transfer into the Depositary’s account at a Book-Entry Transfer Facility, the Depositary must receive the Letter of Transmittal (or facsimile), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other required documents, at one of its addresses set forth on the back cover of this Offer to Purchase on or before the Expiration Date, or you must comply with the guaranteed delivery procedure set forth below.

Delivery of documents to a Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary.

Signature Guarantees. A bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (an “Eligible Institution”) must guarantee signatures on all Letters of Transmittal, unless the Shares tendered are tendered (a) by a registered holder of Shares who has not completed either the section labeled “Special Payment Instructions” or the section labeled “Special Delivery Instructions” on the Letter of Transmittal or (b) for the account of an Eligible Institution. See Instruction 1 of the Letter of Transmittal.

If the Share Certificates are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made to, or Share Certificates for unpurchased Shares are to be issued or

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returned to, a person other than the registered holder, then the tendered Share Certificates must be endorsed or accompanied by appropriate stock powers, signed exactly as the name or names of the registered holder or holders appear on the Share Certificates, with the signatures on the Share Certificates or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

If the Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or facsimile) must accompany each delivery of Share Certificates.

Guaranteed Delivery. If you want to tender Shares in the Offer and your Share Certificates are not immediately available or time will not permit all required documents to reach the Depositary on or before the Expiration Date or the procedures for book-entry transfer cannot be completed on time, your Shares may nevertheless be tendered if you comply with all of the following guaranteed delivery procedures:

(a) your tender is made by or through an Eligible Institution;

(b) the Depositary receives, as described below, a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by us, on or before the Expiration Date; and

(c) the Depositary receives the Share Certificates (or a Book-Entry Confirmation) representing all tendered Shares, in proper form for transfer together with a properly completed and duly executed Letter of Transmittal (or facsimile), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and any other documents required by the Letter of Transmittal within three trading days after the date of execution of the Notice of Guaranteed Delivery.

You may deliver the Notice of Guaranteed Delivery by mail or by facsimile transmission to the Depositary. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

Notwithstanding any other provision of the Offer, we will pay for Shares only after timely receipt by the Depositary of Share Certificates for, or, of Book-Entry Confirmation with respect to, the Shares, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and any other documents required by the appropriate Letter of Transmittal. Accordingly, payment might not be made to all tendering Tektronix shareholders at the same time, and will depend upon when the Depositary receives Share Certificates or Book-Entry Confirmation that the Shares have been transferred into the Depositary’s account at a Book-Entry Transfer Facility.

Backup U.S. Federal Income Tax Withholding. Under the backup U.S. federal income tax withholding laws applicable to certain Tektronix shareholders (other than certain exempt Tektronix shareholders, including, among others, all corporations and certain foreign individuals), the Depositary may be required to withhold 28% of the amount of any payments made to those Tektronix shareholders pursuant to the Offer or the Merger. To prevent backup U.S. federal income tax withholding, a U.S. person (including a U.S. resident alien) must provide the Depositary with its correct taxpayer identification number and certify that it is not subject to backup U.S. federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. See Instruction 9 of the Letter of Transmittal. To prevent backup withholding, a foreign person must establish an exemption to the satisfaction of the Depositary by providing the Depositary with an appropriate Form W-8, copies of which can be obtained from the Depositary.

Appointment as Proxy. By executing the Letter of Transmittal, you irrevocably appoint our designees, and each of them, as your agents, attorneys-in-fact and proxies, with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of your rights with respect to the Shares that you tender and that we accept for payment and with respect to any and all other Shares and other securities or rights issued or

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issuable in respect of those Shares on or after the date of this Offer to Purchase. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. This appointment will be effective when we accept your Shares for payment in accordance with the terms of the Offer. Upon such acceptance for payment, all other powers of attorney and proxies given by you with respect to your Shares and such other securities or rights prior to such payment will be revoked, without further action, and no subsequent powers of attorney and proxies may be given by you (and, if given, will not be deemed effective). Our designees will, with respect to the Shares and such other securities and rights for which the appointment is effective, be empowered to exercise all your voting and other rights as they, in their sole discretion, may deem proper at any annual or special meeting of Tektronix shareholders, or any adjournment or postponement thereof, or by consent in lieu of any such meeting or otherwise. In order for Shares to be deemed validly tendered, immediately upon the acceptance for payment of such Shares, we or our designee must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of Tektronix’s shareholders.

Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders determined by us not to be in proper form or the acceptance of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender of Shares of any particular Tektronix shareholder, whether or not similar defects or irregularities are waived in the case of other Tektronix shareholders.

Our interpretation of the terms and conditions of the Offer will be final and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender have been cured or waived by us. None of Danaher, the Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Our acceptance for payment of Shares tendered pursuant to any of the procedures described above will constitute a binding agreement between us and you upon the terms and subject to the conditions of the Offer.

4. Withdrawal Rights.

Except as described in this Section 4, tenders of Shares made in the Offer are irrevocable. You may withdraw Shares that you have previously tendered in the Offer at any time on or before the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer as provided herein, may also be withdrawn at any time after the date that is sixty days from the date hereof pursuant to Rule 14d-5 of the Exchange Act. No withdrawal rights apply to Shares tendered in a subsequent offering period and no withdrawal rights apply during the subsequent offering period with respect to Shares tendered in the Offer and accepted for payment.

If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or we are unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to our rights set forth in this Offer to Purchase, the Depositary may, nevertheless, on our behalf, retain Shares that you have tendered, and you may not withdraw your Shares, except to the extent that you duly exercise withdrawal rights as described in this Section 4 before the Expiration Date or at any time after the date that is sixty days from the date hereof, unless theretofore accepted for payment as provided herein. In order for your withdrawal to be effective, you must deliver a written or facsimile transmission notice of withdrawal to the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify your name, the number of Shares that you want to withdraw, and (if Share Certificates have been tendered) the name of the registered holder of the Shares as shown on the Share Certificate, if different from your name. If Share Certificates have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, you must submit the serial numbers shown on the particular Share Certificates

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evidencing the Shares to be withdrawn and an Eligible Institution must guarantee the signature on the notice of withdrawal, except in the case of Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3, the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in the first sentence of this paragraph. You may not rescind a withdrawal of Shares. Any Shares that you withdraw will be considered not validly tendered for purposes of the Offer, but you may tender your Shares again at any time before the Expiration Date by following any of the procedures described in Section 3.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding. None of Danaher, the Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5. Material U.S. Federal Income Tax Consequences.

Your receipt of cash for Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local, foreign and other tax laws. For federal income tax purposes, if you sell or exchange your Shares in the Offer or the Merger, you will generally recognize gain or loss equal to the difference between the amount of cash received and your tax basis for the Shares that you sell or exchange. That gain or loss will be capital gain or loss (assuming you hold your Shares as a capital asset), and any such capital gain or loss will be long-term capital gain or loss if, as of the date of sale or exchange, you have held such Shares for more than one year.

The discussion above may not be applicable to certain types of Tektronix shareholders, including Tektronix shareholders who acquired Shares through the exercise of employee stock options or otherwise as compensation, individuals who are not citizens or residents of the United States, foreign corporations, or entities that are otherwise subject to special tax treatment under the Internal Revenue Code of 1986, as amended (such as insurance companies, tax-exempt entities and regulated investment companies).

We recommend that you consult your tax advisor with respect to the specific tax consequences to you of the Offer and the Merger, including U.S. federal, state, local and foreign tax consequences.

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6. Price Range of the Shares; Dividends.

The Shares are traded on the NYSE under the symbol “TEK.” The following table sets forth, for the periods indicated, the reported high and low trading prices for the Shares on the NYSE and cash dividends declared on the Shares during each quarter presented.

Tektronix, Inc.

	Dividends		High		Low
2006
First Quarter	$	0.06	$	25.43	$	22.46
Second Quarter		0.06		26.88		22.64
Third Quarter		0.06		31.69		25.36
Fourth Quarter		0.06		36.89		30.00
2007
First Quarter	$	0.06	$	32.34	$	25.26
Second Quarter		0.06		31.88		27.20
Third Quarter		0.06		31.90		26.40
Fourth Quarter		0.06		30.37		27.74
2008
First Quarter	$	0.06	$	35.38	$	29.70
Second Quarter (through October 12, 2007)		—		32.86		27.63

Under the terms of the Merger Agreement, Tektronix is not permitted to declare and pay dividends with respect to the Shares.

On October 12, 2007, the last full day of trading prior to the announcement of the execution of the Merger Agreement, the reported closing price on the NYSE for the Shares was $28.34 per Share. On October 17, 2007, the last full day of trading prior to the commencement of the Offer, the reported closing price on the NYSE for the Shares was $37.76 per Share.

Shareholders are advised to obtain current market quotations for the Shares.

7. Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration; Margin Regulations.

Possible Effects of the Offer on the Market for the Shares. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Shares held by the public. The purchase of Shares pursuant to the Offer can also be expected to reduce the number of holders of Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price or Merger Consideration.

Stock Listing. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements of the NYSE for continued listing on the NYSE. The rules of the NYSE establish certain criteria that, if not met, could lead to the delisting of the Shares from the NYSE. Among such criteria are the number of shareholders, the number of shares publicly held and the aggregate market value of the shares publicly held. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer

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meet the requirements of the NYSE for continued listing and the listing of the Shares is discontinued, the market for the Shares could be adversely affected.

If the NYSE were to delist the Shares, it is possible that the Shares would continue to trade on another securities exchange or in the over-the-counter market, and that price or other quotations would be reported by such exchange or through other sources. The extent of the public market for the Shares and the availability of such quotations would depend upon such factors as the number of shareholders and/or the aggregate market value of the publicly traded Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, as described below, and other factors. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price or Merger Consideration.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated upon application by Tektronix to the SEC if the Shares are not listed on a “national securities exchange” and there are fewer than 300 record holders of Shares. Termination of registration of the Shares under the Exchange Act would substantially reduce the information that Tektronix is required to furnish to Tektronix shareholders and the SEC and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act and the requirements of furnishing a proxy statement in connection with shareholders’ meetings pursuant to Section 14(a) or 14(c) of the Exchange Act and the related requirement of an annual report, no longer applicable to Tektronix. If the Shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 promulgated under the Exchange Act with respect to “going private” transactions would no longer be applicable to Tektronix. In addition, the ability of “affiliates” of Tektronix and persons holding “restricted securities” of Tektronix to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or, with respect to certain persons, eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or eligible for stock exchange listing. It is possible that the purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Parent and the Purchaser currently expect that the registration of the Shares under the Exchange Act and the listing of the Shares on the NYSE will be terminated upon completion of the Merger.

Margin Regulations. The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System, which regulations have the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares for the purpose of buying, carrying or trading in securities (“Purpose Loans”). Depending upon factors such as the number of record holders of the Shares and the number and market value of publicly held Shares, following the purchase of Shares pursuant to the Offer, the Shares might no longer constitute “margin securities” for purposes of the Federal Reserve Board’s margin regulations and, therefore, could no longer be used as collateral for Purpose Loans made by brokers. In addition, if registration of the Shares under the Exchange Act were terminated, the Shares would no longer constitute “margin securities.”

8. Information Concerning Tektronix.

Tektronix is an Oregon corporation organized in 1946, with its headquarters located at 14200 SW Karl Braun Drive, Beaverton, Oregon 97077. Tektronix’s telephone number is (503) 627-7111.

The following description of Tektronix and its business has been taken from Tektronix’s Form 10-K for the fiscal year ended May 26, 2007, and is qualified in its entirety by reference to Tektronix’s Form 10-K for the fiscal year ended May 26, 2007:

Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, and semiconductor industries—as well as military/aerospace, consumer

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electronics, education, and a broad range of other industries worldwide. With over 60 years of experience, Tektronix provides general purpose test and measurement; video test, measurement, and monitoring; and communications network management and diagnostic products that enable its customers to design, build, deploy, and manage next-generation global communications networks, computing, pervasive, and advanced technologies. Tektronix derives revenue principally by developing, manufacturing, and selling a broad range of products and related components, support services, and accessories.

Tektronix is organized around two business platforms: the Instruments Business and the Communications Business. The Instruments Business includes general purpose test and measurement products; video test, measurement, and monitoring products; and Maxtek Components Corporation, which manufactures sophisticated hybrid circuits for internal use and for external sale. The Communications Business includes telecommunications network management solutions and services and network diagnostics products. Tektronix maintains operations and conducts business in four major geographies: the Americas, Europe, the Pacific, and Japan. Tektronix conducts its operations worldwide through wholly owned subsidiaries.

Tektronix is subject to the informational requirements of the Exchange Act and files reports, proxy and information statements and other information with the SEC. You may read and copy all or any portion of the reports, proxy and information statements or other information Tektronix files at the SEC’s principal office in Washington, D.C., and copies of all or any part thereof may be obtained from the Public Reference Section of the SEC, 100 F Street, NE Washington, D.C. 20549, after payment of fees prescribed by the SEC. Please call the SEC at (202) 551-8090 for further information on operation of the public reference rooms. The SEC also maintains a Web site which provides online access to reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at the address http://www.sec.gov.

The information concerning Tektronix contained in this Offer to Purchase has been taken from or based upon documents and records on file with the SEC and other public sources and is qualified in its entirety by reference thereto. None of Danaher, the Purchaser or their affiliates take responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by Tektronix to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Danaher, the Purchaser or their affiliates, except to the extent required by law.

9. Information Concerning Danaher and the Purchaser.

Danaher is a Delaware corporation with principal executive offices located at 2099 Pennsylvania Avenue, NW, 12^th Floor, Washington, D.C. 20006. Danaher’s telephone number is (202) 828-0850. Danaher derives its sales from the design, manufacture and marketing of professional, medical, industrial and consumer products, which are typically characterized by strong brand names, proprietary technology and major market positions. Danaher’s business consists of four segments: Professional Instrumentation, Medical Technologies, Industrial Technologies, and Tools & Components.

The Purchaser’s principal executive offices are located c/o Danaher Corporation at 2099 Pennsylvania Avenue, NW, 12^th Floor, Washington, D.C. 20006. The Purchaser’s telephone number is (202) 828-0850. The Purchaser is a newly formed Oregon corporation and an indirect wholly owned subsidiary of Danaher. The Purchaser has not conducted any business other than in connection with the Offer and the Merger.

The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the directors and executive officers of Danaher and the Purchaser are set forth in Schedule I hereto.

Danaher is subject to the informational requirements of the Exchange Act and files reports, proxy and information statements and other information with the SEC. Certain information, as of particular dates,

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concerning Danaher’s business, principal physical properties, capital structure, material pending legal proceedings, operating results, financial condition, directors and officers, principal holders of Danaher’s securities, any material interests of such persons in transactions with Danaher and certain other matters are required to be disclosed in proxy statements and periodic reports distributed to Danaher shareholders and filed with the SEC. You may inspect or copy these reports, proxy statements and other information at the SEC’s principal office in Washington, D.C. in the same manner as set forth with respect to Tektronix in Section 8.

Except as set forth elsewhere in this Offer to Purchase or in Schedule I hereto: (a) neither we nor any associate or majority-owned subsidiary of ours nor, to our knowledge after reasonable inquiry, any of the persons listed in Schedule I hereto or any associate or majority-owned subsidiary of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of Tektronix; (b) neither we nor any associate or majority-owned subsidiary of ours nor, to our knowledge after reasonable inquiry, any of the persons listed in Schedule I hereto or any associate or majority-owned subsidiary of any of the persons so listed, has effected any transaction in the Shares or any other equity securities of Tektronix during the past 60 days; (c) neither we nor any associate or majority owned subsidiary of ours nor, to our knowledge after reasonable inquiry, any of the persons listed in Schedule I hereto or any associate or majority owned subsidiary of any of the persons so listed, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Tektronix (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); and (d) in the past two years, there have been no transactions which would require reporting under the rules and regulations of the SEC between us or any of our subsidiaries or, to our knowledge after reasonable inquiry, any of the persons listed in Schedule I hereto, on the one hand, and Tektronix or any of its executive officers, directors or affiliates, on the other hand. Linda P. Hefner, a director of Danaher, is the beneficial owner of sixty Shares through an account not personally managed by Ms. Hefner.

Except as disclosed below in Section 10, in the past two years, there have been no negotiations, transactions or material contacts between Danaher, the Purchaser or any of their respective subsidiaries, or, to the knowledge of Danaher or the Purchaser after reasonable inquiry, any of the persons listed in Schedule I hereto, on the one hand, and Tektronix or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

None of Danaher, the Purchaser or, to the best knowledge of such corporations after reasonable inquiry, any of the persons listed on Schedule I to the Offer of Purchase has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

10. Background of the Offer; Contacts with Tektronix.

Danaher continuously explores opportunities to expand its business platforms. Several years ago it identified the test and measurement business as an area of potential expansion. In the past year, Danaher identified Tektronix as a potential acquisition candidate.

On May 8, 2007, Mr. James A. Lico, Executive Vice President of Danaher, called Mr. Richard Wills, Chairman, President and Chief Executive Officer of Tektronix, and suggested a meeting to discuss the electronic test industry and potential opportunities for strategic cooperation between Danaher and Tektronix.

On May 23, 2007, Messrs. Lico and Wills met in Portland, Oregon and discussed possible areas of strategic cooperation that could benefit both of their respective businesses. In a follow-up phone conversation on June 26,

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2007, Mr. Lico suggested to Mr. Wills that the parties have a follow-up meeting to be attended by Mr. H. Lawrence Culp, Jr., Danaher’s President and Chief Executive Officer, and Mr. Wills, at which meeting the companies might further explore the possibility of a transaction. Mr. Lico noted the compelling strategic fit between the companies, their complementary product offerings, the very strong competitive position of the combined businesses, Danaher’s experience with successful acquisitions, and the attractiveness of the strong culture and performance of Tektronix.

On or about July 9, 2007, Messrs. Culp, Lico and Wills, as well as Mr. James F. Dalton, Tektronix’s Senior Vice President, Corporate Development, and General Counsel met in Portland, Oregon. At that meeting, they discussed the strong strategic and financial logic of a possible combination of Danaher and Tektronix.

On July 11, 2007, Mr. Wills called Mr. Culp and indicated that the Tektronix Board desired a more specific proposal from Danaher in order to continue exploring a possible transaction.

On July 11, 2007, Danaher began working with Morgan Stanley as its financial advisor to assist it in connection with a possible business combination with Tektronix. Later in July, Danaher engaged Wachtell, Lipton, Rosen & Katz and Wilmer Cutler Pickering Hale and Dorr LLP as its legal counsel in connection with a possible business combination with Tektronix.

In a telephone conversation on July 16, 2007, Mr. Culp indicated to Mr. Wills that Danaher was preliminarily willing to consider making an offer for all outstanding Shares at a value of $39.00 or more per Share, subject to satisfactory completion of due diligence, agreement between Danaher and Tektronix on other aspects of the proposed transaction and approval by the boards of the respective companies.

On July 18, 2007, Mr. Culp and Mr. Wills had a further discussion regarding a potential transaction between Danaher and Tektronix, during which Mr. Wills indicated that he would need approximately two weeks to further consider and discuss Danaher’s proposal with the Tektronix Board. On July 23, 2007, Mr. Culp and Mr. Wills spoke again, and Mr. Wills indicated that he would be able to get back to Mr. Culp with a reaction to Danaher’s proposal after the meeting of the Tektronix Board.

On August 2, 2007, Mr. Culp and Mr. Wills spoke again regarding a potential transaction between Danaher and Tektronix. Mr. Wills conveyed that the Tektronix Board would only entertain a transaction proposal valued at between $42.00 and $43.00 per Share. Mr. Wills also informed Mr. Culp that Tektronix had engaged Goldman Sachs as its financial advisor to assist it in connection with a possible business combination with Danaher. On August 6, 2007, Mr. Culp spoke with Mr. Wills and indicated that Danaher might be able to support a transaction valued above $39.00 per share, depending on its findings in due diligence. On August 7, 2007, Mr. Wills spoke with Mr. Culp and indicated that the Tektronix Board would not provide Danaher access to due diligence at a valuation of $39.00 per share.

On August 14, 2007, Mr. Culp spoke with Mr. Wills by telephone and communicated a non-binding, indicative offer of $40.00 to $41.00 per Share for all outstanding Shares, subject to satisfactory completion of due diligence, agreement between Danaher and Tektronix on structure and terms of the proposed transaction and approval by the boards of the respective companies. Mr. Wills restated to Mr. Culp the Tektronix Board’s position that it would only entertain a transaction proposal valued at or above $42.00 per Share. Mr. Culp responded that Danaher was not prepared to propose a transaction valued at $42.00 per share.

On August 16, 2007, after a Tektronix Board meeting, Mr. Wills contacted Mr. Culp and indicated that the Tektronix Board was willing to continue discussions with Danaher regarding a potential transaction valued at between $41.00 and $42.00 per Share. Mr. Culp indicated to Mr. Wills that Danaher was not prepared to make a proposal for a transaction at $41.00 per share.

On August 29, 2007, a representative of Goldman Sachs communicated to a representative of Morgan Stanley that, based on Danaher’s indication of interest, the Tektronix Board would permit Danaher a limited

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period of due diligence. During the final week of August, 2007, Mr. Daniel A. Raskas, Danaher’s Vice President, Corporate Development, and Mr. Dalton tentatively arranged for due diligence meetings to take place in Portland, Oregon the week of September 3, 2007.

Danaher entered into a confidentiality agreement with Tektronix on September 3, 2007.

Representatives of Danaher and Tektronix met in Portland, Oregon on September 6 and 7, 2007. These meetings were attended by Mr. Wills and other members of Tektronix’s senior management and by Mr. Culp, Mr. Lico and other members of Danaher’s senior management. Members of Tektronix’s senior management made a presentation concerning the Tektronix business.

Over the period from September 10, 2007 to September 16, 2007, representatives of Tektronix provided information to Danaher regarding the Tektronix business, and Danaher and its advisors conducted a due diligence investigation of Tektronix.

On September 12, 2007, the Danaher Board met and Mr. Culp, Mr. Raskas, Mr. Daniel L. Comas, Executive Vice President and Chief Financial Officer of Danaher, Mr. Jonathan P. Graham, Senior Vice President-General Counsel and other members of Danaher’s management briefed the Danaher Board on the discussions with Tektronix up to that date, the results of Danaher’s due diligence up to that date and the details of the proposed transaction.

On September 17, 2007, Mr. Culp spoke with Mr. Wills by telephone and indicated that Danaher was not yet prepared to confirm its previously indicated value range as Tektronix’s sales and orders forecasts were lower than Danaher had expected based on its prior reviews and analyst projections. Mr. Culp explained that Danaher needed additional time for due diligence.

On September 18, 2007, the Tektronix Board met by conference call to discuss Tektronix’s upcoming quarterly earnings release, and Mr. Wills updated the Tektronix Board on the status of discussions with Danaher regarding a potential transaction. Following the Tektronix Board meeting, Mr. Dalton called Mr. Raskas and agreed to extend further diligence, provided that Danaher agreed to respond by September 24, 2007 with a clear position on value and timing of a proposed transaction.

Over the period from September 19, 2007 to September 21, 2007, representatives of Tektronix provided additional information to Danaher regarding the Tektronix business, and Danaher and its advisors conducted additional due diligence on Tektronix.

On September 20, 2007, Tektronix publicly announced the results of its fiscal quarter ended September 1, 2007.

On September 21, 2007, Danaher’s counsel at Wachtell, Lipton, Rosen & Katz sent to Tektronix’s counsel at Stoel Rives LLP a draft, proposed merger agreement.

On September 24, 2007, Mr. Culp spoke with Mr. Wills by telephone and indicated that Danaher was not able to support a value per Share of $40.00.

On September 25, 2007, Mr. Raskas called Mr. Dalton, who asked for a clearer statement of the value per Share that Danaher would be prepared to offer. Later that day, Messrs. Culp and Raskas called Messrs. Wills and Dalton and provided a non-binding, indicative offer of $37.00 per Share for all outstanding Shares, subject to satisfactory completion of due diligence, agreement between Danaher and Tektronix on structure and terms of the proposed transaction and approval by the boards of the respective companies.

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On September 26, 2007, the Tektronix Board met by conference call, and Mr. Wills updated the Tektronix Board on the status of discussion with Danaher regarding a potential transaction.

On September 27, 2007, Tektronix hosted its annual meeting of shareholders. Later that day, Mr. Wills called Mr. Culp and indicated that the Tektronix Board could not support a proposal valued at $37.00 per Share, but that the Tektronix Board might entertain a proposal of $39.00 per share.

On or about September 27, 2007, Mr. Culp called Mr. Wills and indicated that the Danaher Board would convene to consider the proposed business combination, and the two agreed to speak on October 1, 2007.

On October 1, 2007, Mr. Culp, Mr. Raskas, Mr. Daniel L. Comas, Executive Vice President and Chief Financial Officer of Danaher, Mr. Jonathan P. Graham, Senior Vice President—General Counsel and other members of Danaher’s management presented to the Danaher Board of Directors the results of Danaher’s due diligence assessment of Tektronix and the terms of the proposed transaction. At this meeting, the Danaher Board unanimously approved the proposed acquisition of Tektronix, subject to completion of due diligence and negotiation of structure and terms to management’s satisfaction.

Later, on October 1, 2007, Mr. Culp spoke with Mr. Wills by telephone and communicated a non-binding, indicative offer of $37.50 per Share for all outstanding Shares, subject to the same conditions described above.

On October 2, 2007, Mr. Wills called Mr. Culp and indicated that he would not recommend a transaction to the Tektronix Board at $37.50 per Share, and asked for Danaher’s best and final proposal. Later that day, Mr. Culp spoke with Mr. Wills by telephone and communicated a non-binding, indicative offer of $38.00 per Share for all outstanding Shares, subject to satisfactory completion of due diligence and agreement between Danaher and Tektronix on the structure and terms of the proposed transaction. Mr. Wills called Mr. Culp that night and agreed to proceed with confirmatory due diligence on the basis of that proposal, subject to negotiation of structure and terms satisfactory to Tektronix.

Over the period from October 3, 2007 to October 13, 2007, representatives of Tektronix provided further information to Danaher regarding the Tektronix business, and Danaher and its advisors completed their due diligence investigation of Tektronix.

On October 12, 2007, the Tektronix Board met again with its advisors to discuss the status of negotiations with Danaher and the terms of the proposed business combination with Danaher. At the conclusion of the October 12, 2007 meeting, a representative of Tektronix informed Danaher that the Tektronix Board had determined that the Offer and the Merger were in the best interests of Tektronix’s shareholders and had unanimously adopted the Merger Agreement and approved related transactions.

The Merger Agreement was finalized and executed on the morning of October 14, 2007. The parties issued a press release announcing the transaction on the morning of October 15, 2007.

1 1. Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; “Going Private” Transactions.

(a) Purpose. The purpose of the Offer and the Merger is to acquire control of, and the entire equity interest in, Tektronix. The Offer, as the first step in the acquisition of Tektronix, is intended to facilitate the acquisition of all of the Shares. The purpose of the Merger is to acquire all capital stock of Tektronix not purchased pursuant to the Offer or otherwise.

(b) The Merger Agreement. The following summary description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement itself, which we have filed as an exhibit to the Tender Offer

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Statement on Schedule TO that we have filed with the SEC, which you may examine and copy as set forth in Sections 8 and 9 above.

The Offer. The Merger Agreement provides that the Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the conditions of the Offer, as set forth in Section 14, the Purchaser will purchase all Shares validly tendered and not withdrawn pursuant to the Offer. The Merger Agreement provides that, without the prior written consent of Tektronix, the Purchaser will not (a) decrease the Offer Price or change the form of consideration payable in the Offer, (b) decrease the number of Shares sought to be purchased in the Offer, (c) impose additional conditions to the Offer, or (d) amend any other term of the Offer in a manner adverse to the holders of Shares. If, at the then-scheduled Expiration Date, any of the conditions to the Purchaser’s obligation to accept for payment and pay for all Shares shall not have been satisfied or waived, the Purchaser may extend the Expiration Date for an additional period or periods of time of not more than ten business days each by giving oral or written notice of the extension to the Depositary; provided, however, that in the event that (a) the required waiting periods under the U.S. federal antitrust laws or under material applicable foreign statutes or regulations have not expired, we are required under the Merger Agreement to extend the Offer until the expiration or termination of the applicable waiting periods under the U.S. federal antitrust laws or any other material applicable foreign statutes or regulations, or until the End Date (defined in the Merger Agreement as February 12, 2008), and (b) as long as the Tektronix Board continues to recommend the Offer, if at any Expiration Date, any of the conditions to the Offer have not been satisfied or earlier waived, the Purchaser is required under the Merger Agreement to extend the Offer for periods of not more than five business days each until December 14, 2007.

Recommendation. Tektronix has represented to Danaher in the Merger Agreement that the Tektronix Board, at a meeting duly called and held, has (a) determined by unanimous vote that the Offer and the Merger are fair to and in the best interest of Tektronix and its shareholders, (b) approved the Offer and adopted the Merger Agreement in accordance with the OBCA, (c) recommended acceptance of the Offer and (if such approval and adoption is required by applicable law) adoption of the Merger Agreement by Tektronix shareholders and (d) taken all other action necessary to render Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA and the rights under the Rights Agreement inapplicable to the Offer and the Merger; provided, however, that such recommendation and approval may be withdrawn, modified or amended prior to the acceptance of payment of Shares only to the extent that the Tektronix Board determines in good faith, after consultation with its outside legal counsel and financial advisors, that a takeover proposal that has been submitted and not withdrawn could reasonably be expected to lead to a Superior Proposal and it is necessary to take such action to comply with fiduciary duties to Tektronix shareholders under applicable law.

Directors. The Merger Agreement provides that, subject to compliance with applicable law, Danaher, promptly upon the payment by the Purchaser for Shares pursuant to the Offer, and from time to time thereafter, is entitled to designate that number of directors, rounded up to the next whole number, on the Tektronix Board as is equal to the product of the total number of directors on the Tektronix Board (determined after giving effect to the directors so elected pursuant to such provisions) multiplied by the percentage that the aggregate number of Shares beneficially owned by Danaher or its affiliates bears to the total number of Shares then outstanding; provided, however, that Danaher shall be entitled to designate at least a majority of the directors on Tektronix’s Board, as long as Danaher and its affiliates beneficially own a majority of the Shares of Tektronix. Tektronix shall, upon request of Danaher, promptly take all actions necessary to cause designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that, prior to the time the Merger becomes effective (the “Effective Time”), the Tektronix Board shall always have at least two members who were members of the Tektronix Board as of immediately prior to payment by the Purchaser for Shares pursuant to the Offer (the “Company Directors”). If the number of Company Directors is reduced below two prior to the Effective Time, the remaining director who is a Company Director will be entitled to designate a person who is not an officer, director, employee or designee of the Purchaser or any of its affiliates to fill such vacancy. At each such time as Danaher is entitled to designate directors on the Tektronix Board, Tektronix will, subject to any limitations imposed by applicable law, also cause each committee of the Tektronix Board, the

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board of directors of each of the subsidiaries of Tektronix and each committee of such board of directors of each of the subsidiaries to include persons designated by Danaher constituting at least the same percentage of each such committee or board as Danaher’s designees constitute on the Tektronix Board.

Following the election or appointment of Danaher’s designees and prior to the Effective Time, any amendment or termination of the Merger Agreement by Tektronix, any extension by Tektronix of the time for performance of any of the obligations or other acts of Danaher or the Purchaser, any waiver of any of Tektronix’s rights under the Merger Agreement or any other actions taken by Danaher or the Purchaser will require the concurrence of a majority of the directors of Tektronix then in office who are Company Directors (or in the case where there are two or fewer directors who are Company Directors, the concurrence of one director who is a Company Director) if that amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the minority Tektronix shareholders.

The Merger. The Merger Agreement provides that, at the Effective Time, the Purchaser will be merged with and into Tektronix. Following the Merger, the separate corporate existence of the Purchaser will cease and Tektronix will continue as the surviving corporation (the “Surviving Corporation”) and an indirect wholly owned subsidiary of Danaher.

Tektronix has agreed pursuant to the Merger Agreement that, if required by applicable law in order to consummate the Merger, it will: (a) duly call, give notice of, convene and hold a special meeting of Tektronix shareholders as promptly as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer (or if the Purchaser has provided for a subsequent offering period after the Expiration Date in accordance with the Merger Agreement, as promptly as practicable following the expiration of such subsequent offering period) for the purpose of approving the Merger Agreement; (b) prepare and file with the SEC a preliminary proxy statement relating to the Merger Agreement, and use its reasonable best efforts (1) to obtain and furnish the information required to be included by the SEC in the definitive proxy statement (the “Proxy Statement”) and, after consultation with Danaher, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and to cause the Proxy Statement to be mailed to its shareholders and (2) to obtain the necessary approvals of the Merger and the Merger Agreement by Tektronix shareholders; (c) subject to the fiduciary duties of the Tektronix Board, include in the Proxy Statement the recommendation of the Tektronix Board that Tektronix shareholders vote in favor of the approval of the Merger and the Merger Agreement and (d) include in the Proxy Statement the opinion of Goldman Sachs. Danaher has agreed in the Merger Agreement that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of Danaher’s other subsidiaries in favor of the approval of the Merger and the Merger Agreement.

The Merger Agreement further provides that, notwithstanding the foregoing, if Danaher, the Purchaser or any other of Danaher’s subsidiaries acquires at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties to the Merger Agreement will take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for the Shares by the Purchaser pursuant to the Offer without a meeting of the Tektronix shareholders in accordance with Section 60.491 of the OBCA.

Top-Up Option. Tektronix granted to the Purchaser an irrevocable option to purchase, at a price per share equal to the price to be paid in the Offer, a number of Shares that, when added to the number of Shares owned by Danaher or the Purchaser immediately following consummation of the Offer, equals one Share more than 90% of the Shares then outstanding on a fully diluted basis (excluding Shares issuable upon conversion of the Tektronix Convertible Notes) (the “Top-Up Option”). Pursuant to the Top-Up Option, Tektronix would only be required to issue up to that number of Tektronix Shares that would not require a vote of Tektronix’s shareholders to authorize additional shares of capital stock under the Articles of Incorporation of Tektronix or the NYSE rules up to a maximum of 19.9% of outstanding Shares as of immediately prior to the issuance of shares pursuant to the Top-Up Option.

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Charter, By-laws, Directors and Officers. The Articles of Incorporation of the Purchaser, as in effect immediately prior to the Effective Time, will be the Articles of Incorporation of the Surviving Corporation, until amended afterward in accordance with the provisions of the Articles of Incorporation of the Surviving Corporation and applicable law; provided, however, that such amendments are consistent with the rights of directors and officers to indemnification and insurance as described below under “Indemnification, Directors’ and Officers’ Insurance.” The Bylaws of the Purchaser in effect at the Effective Time will be the Bylaws of the Surviving Corporation, until amended afterward in accordance with the provisions of the Bylaws of the Surviving Corporation and applicable law; provided, however, that such amendments are consistent with the rights of directors and officers to indemnification and insurance as described below under “Indemnification, Directors’ and Officers’ Insurance.” Subject to applicable law, (a) the directors of the Purchaser immediately prior to the Effective Time will be the directors of the Surviving Corporation and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal, and (b) the individuals specified by Danaher prior to the Effective Time will be the initial officers of the Surviving Corporation and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Conversion of Securities. By virtue of the Merger and without any action on the part of the holders of the Shares, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (a) any Shares held by Danaher or the Purchaser, which Shares, by virtue of the Merger and without any action on the part of the holder of those shares, will be canceled and retired and will cease to exist with no payment being made with respect thereto (b) any Shares held by a holder who has not voted in favor of the Merger or consented in writing and who is entitled to dissenter’s rights, if any, with respect to the Merger and has demanded appraisal for those shares in accordance with the OBCA (“Dissenting Shares”), and (c) any Shares held by any wholly owned subsidiary of Danaher (other than the purchaser), the Purchaser of Tektronix, which Shares shall remain outstanding except that the number of such Shares shall be approximately adjusted in the Merger), will be canceled and retired and will be converted into the right to receive the Merger Consideration, without interest, upon surrender of the Share Certificate formerly representing that Share. At the Effective Time, each share of common stock of the Purchaser, issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and non-assessable share of common stock, without par value, of the Surviving Corporation.

Treatment of Options and Other Awards.

Stock Options. Under the Merger Agreement, outstanding options to acquire Tektronix common stock under Tektronix’s stock option and stock incentive plans, including those held by Tektronix executive officers, will be treated as follows in the Merger:

• Stock options that (i) are vested as of the Effective Time, (ii) are scheduled to vest by January 31, 2008, (iii) would by their terms vest in connection with the Merger and (iv) for each optionholder, additional options that are scheduled to vest after January 31, 2008 (the “Longer Term Options”) having an aggregate spread of up to $50,000 (starting with the options having the shortest remaining vesting period and rounding up to the nearest whole share) will, as soon as practicable after the Effective Time, be cashed out for the amount (if any) by which $38.00 exceeds the exercise price per share of Tektronix common stock subject to such option; and

• Any stock options that remain unvested (including all Longer Term Options exceeding the $50,000 aggregate limit for cash payment) will automatically be converted at the Effective Time into options to purchase that number of common shares of Danaher, equal to the number of shares of Tektronix common stock subject to the stock option immediately prior to the Effective Time, multiplied by the ratio of the $38 over the average closing price of Danaher common stock on the last ten trading days immediately prior to the Effective Time (such ratio, the “Exchange Ratio”), rounded down to the nearest whole share. The exercise price per share will be equal to the exercise price per share that

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existed under the corresponding Tektronix stock option divided by the Exchange Ratio, rounded up to the nearest whole cent. One-fifth of the shares subject to these options will vest on each of the first five anniversaries of the Effective Time, and holders of these options generally will not be entitled to accelerated vesting of the options upon termination of employment.

Restricted Shares and Restricted Share Units. Under the Merger Agreement, outstanding restricted stock units and share rights (“RSUs”) and outstanding shares of restricted stock under the Tektronix’s stock option and stock incentive plans, including those held by Tektronix executive officers, will be treated as follows in connection with the Merger:

• Restricted stock and RSUs that (i) are vested as of the Effective Time, (ii) are scheduled to vest by January 31, 2008, (iii) would by their terms vest in connection with the Merger (including share rights granted under the Inet Technologies, Inc. stock plan prior to the date of the Merger Agreement) and (iv) for each holder, additional restricted stock and RSUs, as applicable, having a collective aggregate value of the excess of the positive difference, if any, between $25,000 and the spread of the Longer Term Options that were cashed out in connection with the Merger will, as soon as practicable after the Effective Time, be cashed out for an amount equal to $38.00 per share of Tektronix common stock subject to the award;

• Any restricted stock that remains unvested will automatically be converted at the Effective Time into that number of restricted shares of Danaher common stock equal to the product of (i) 1.2 multiplied by (ii) (x) the number of shares of Tektronix common stock related to the restricted stock award immediately prior to the Effective Time multiplied by (y) the Exchange Ratio. These Danaher restricted shares will vest as to one-sixth of the shares underlying the award on each of the first four anniversaries of the Effective Time and as to two-sixths of the shares underlying the award on the fifth anniversary of the Effective Time, and holders generally will not be entitled to accelerated vesting of these Danaher restricted shares upon termination of employment; and

• Any RSUs that remain unvested will automatically be converted at the Effective Time into that number of restricted stock units settleable in Danaher common stock (“Parent RSUs”), equal to the product of (i) 1.2 multiplied by (ii) (x) the number of shares of Tektronix common stock related to the RSUs immediately prior to the Effective Time multiplied by (y) the Exchange Ratio. These Parent RSUs will vest and be settled as to one-sixth of the shares underlying the award on each of the first four anniversaries of the Effective Time and as to two-sixths of the shares underlying the award on the fifth anniversary of the Effective Time, and holders generally will not be entitled to accelerated vesting of the Parent RSUs upon termination of employment.

Deferred Compensation Plans. Immediately prior to the Effective Time, all amounts held in participant accounts and denominated in Tektronix common shares, either under Tektronix’s nonqualified deferred compensation plans or pursuant to individual deferred compensation agreements, will be converted into the right to receive $38.00 per each share of Company Shares deemed held in a participant’s account. These obligations will vest and be payable or distributable in accordance with the terms of the agreement, plan or arrangement relating to the underlying amounts.

Employee Stock Purchase Plan. Tektronix has terminated its Employee Stock Purchase Plan effective as of its entry into the Merger Agreement. In connection with this termination, all cash and shares of Tektronix common shares held in participants’ accounts under the Plan will be distributed to the participants (or to their order) as soon as practicable after Tektronix’s entry into the Merger Agreement.

Representations and Warranties. Pursuant to the Merger Agreement, Tektronix has made customary representations and warranties to Danaher and the Purchaser with respect to, among other matters, its organization and qualification, capitalization, subsidiaries, authority, required filings, consents, public filings, financial statements, maintenance of disclosure controls and procedures under applicable federal securities laws, undisclosed liabilities, environmental matters, compliance with law, litigation, employee benefit plans, labor matters, material contracts, opinion of financial advisor, information to be included in the Schedule 14D-9, the Proxy Statement or the other documents required to be filed with the SEC or any other governmental entity in

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connection with the transactions contemplated by the Merger Agreement, insurance, intellectual property, taxes, relationships with customers and suppliers and other third-party business partners, certain matters relating to the Rights Agreement and state takeover laws, product liability, broker fees, property, assets, transactions involving Tektronix affiliates, government contracts, compliance with Rule 14d-10(d)(2) under the Exchange Act with regard to employment arrangements with certain securityholders and the absence of any material adverse effect on Tektronix. Danaher and the Purchaser have made customary representations and warranties to Tektronix with respect to, among other matters, their organization, qualifications, authority, required filings, consents, information to be included in the certain documents required to be filed with the SEC or any other governmental entity in connection with the transactions contemplated by the Merger Agreement, ownership and lack of prior activities of the Purchaser and availability of funds. Some of the representations and warranties are qualified by a “Material Adverse Effect” standard.

Material Adverse Effect. Under the Merger Agreement, a “Material Adverse Effect” means, with respect to a person, any change, effect, event, occurrence or state of facts (each an “Effect”) that would or would reasonably be expected (individually or in the aggregate) to: (i) be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of such person and its subsidiaries, taken as a whole; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and no Effect to the extent arising from or attributable to any of the following shall be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect: (A) the public announcement or pendency of the Merger Agreement or any of the transactions contemplated thereby, including the impact thereof to the extent arising therefrom on the relationships of Tektronix with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom Tektronix has any relationship; (B) conditions affecting the industries in which Tektronix operates or participates, the U.S. economy or financial markets or any foreign markets or any foreign economy or financial markets in any location where Tektronix has material operations or sales, any acts of God, calamities, acts of war or terrorism, or any escalation thereof; (C) any change in GAAP or applicable law (or binding interpretation thereof); (D) any material breach by Danaher or the Purchaser of the Merger Agreement; (E) the taking of any action by Danaher or any of Danaher’s subsidiaries in violation of the Merger Agreement; (F) any failure of Tektronix or its subsidiaries, in and of itself, to meet analysts’ or internal earnings estimates or financial projections (for the avoidance of doubt, it being understood that any of the underlying causes or subsequent effects of, and any Effect giving rise or contributing to, such failure shall be taken into account in making any such determination); provided that clauses (B) and (C) shall not apply to the extent that any such Effect disproportionately affects Tektronix and its subsidiaries, taken as a whole, relative to similarly situated companies in the industries in which Tektronix or such subsidiaries operate; or (ii) have a material adverse effect on the ability of such party timely to consummate the transactions contemplated by the Merger Agreement.

Covenants. The Merger Agreement obligates Tektronix and its subsidiaries, from the date of the Merger Agreement until the Effective Time, to conduct their operations only in the ordinary and usual course of business consistent with past practice, and obligates Tektronix to use (and to ensure that each of its subsidiaries uses) its reasonable best efforts to preserve intact its business organization, to keep available the services of its present officers and key employees and to preserve the goodwill of those having business relationships with it. The Merger Agreement also contains specific restrictive covenants as to certain impermissible activities of Tektronix prior to the Effective Time, which provide that Tektronix will not (and will not permit any of its subsidiaries to) take certain actions without the prior written consent of Danaher, including, among other things, actions related to amendments to the Restated Articles of Incorporation (the “Articles of Incorporation”) or the Bylaws of Tektronix, issuances or sales of its securities, changes in capital structure, dividends and other distributions, repurchases or redemptions of securities, increases in compensation or adoption of new benefit plans, acquisitions or dispositions, incurrence of indebtedness, and certain other events or transactions, subject to specified exceptions.

No Solicitation. The Merger Agreement requires Tektronix to, and to cause its officers, directors, employees and representatives to, cease immediately any existing activities, discussions or negotiations with any

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person with respect to any Takeover Proposal (as defined below) and terminate third-party access to any non-public information about Tektronix. The Merger Agreement further provides that Tektronix and its subsidiaries will not, and that Tektronix will cause its and its subsidiaries’ officers, directors, employees, agents and representatives not to, directly or indirectly, initiate, solicit or encourage, or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, (a) any direct or indirect acquisition or purchase of (1) assets of Tektronix and its subsidiaries that generate 15% or more of their net revenues or net income or that represent 15% or more of their total assets or of any one or more subsidiaries whose business constitutes 15% or more of the net revenues, net income or total assets of Tektronix and its subsidiaries, taken as a whole or (2) 15% or more of any class of equity securities of Tektronix or any of its subsidiaries, (b) any purchase or sale of, or tender or exchange offer for, capital stock of Tektronix or its subsidiaries that would result in any person beneficially owning 15% or more of any class or voting power of Tektronix, or (c) any merger, consolidation, business combination, recapitalization or similar transaction involving Tektronix or any combination of Tektronix’s subsidiaries whose business constitutes 15% or more of the net revenues, net income or total assets of Tektronix and its subsidiaries, taken as a whole (a “Takeover Proposal”). In addition, except in the limited circumstances described below, Tektronix and its subsidiaries may not discuss with or provide any information to any person relating to a Takeover Proposal, engage in any negotiations concerning a Takeover Proposal, make or authorize any statement, recommendation or solicitation in support of any Takeover Proposal, or enter into any letter of intent, arrangement, understanding or agreement regarding any Takeover Proposal.

However, prior to the purchase of Shares pursuant to the Offer, Tektronix may participate in discussions with any person who has made an unsolicited Takeover Proposal and furnish information to such person pursuant to a confidentiality and standstill agreement having terms at least as favorable to Tektronix as the confidentiality agreement entered into between Danaher and Tektronix, if and only to the extent that (a) the Tektronix Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Takeover Proposal could reasonably be expected to lead to a Superior Proposal (as defined below) and the failure to do so would be reasonably likely to constitute a failure to comply with its fiduciary duties to Tektronix shareholders under applicable law, (b) the Takeover Proposal was not solicited in contravention of the non-solicitation provisions of the Merger Agreement and none of Tektronix or any of its subsidiaries or any of their respective directors, officers, employees, agents and representatives had breached the non-solicitation provisions (other than immaterial breaches or breaches that did not result in the making of such Takeover Proposal) and (c) Tektronix provides 24 hours’ prior written notice to Danaher of its decision to take such action. “Superior Proposal” means a bona fide written proposal for a Takeover Proposal (substituting references in the definition of “Takeover Proposal” to “15%” with “more than 50%”) on terms that the Tektronix Board in good faith concludes (after consulting with its financial advisors and outside counsel), taking into account, among other things, the likelihood and timing of consummation and all legal, financial, regulatory and other aspects of the proposal and the person making it, is more favorable to Tektronix’s shareholders than the transactions contemplated by the Merger Agreement. If the Tektronix Board determines after consulting with its financial advisors and outside legal counsel that such Takeover Proposal is a Superior Proposal and it is necessary to do so to comply with fiduciary duties to Tektronix shareholders under applicable law, Tektronix may effect a Change in the Company Recommendation (as defined in the Merger Agreement) and waive any standstill provisions with respect to such Superior Proposal. A “Change in the Company Recommendation” is defined as (i) withdrawing, modifying, or qualifying, or proposing publicly to withdraw, modify or qualify, in any manner adverse to Danaher, Tektronix’s approval of the Merger Agreement, the Merger or the recommendation of the Tektronix Board that shareholders tender their shares pursuant to the Offer, (the “Tektronix Recommendation”), (ii) approving or recommending, or proposing publicly to approve or recommend, or failing to publicly recommend against with ten business days, any takeover proposal, (iii) failing to include the Tektronix Recommendation in Tektronix’s Schedule 14d-9 or any Proxy Statement, if application, or (iv) resolving or agreeing to do any of the foregoing. Any such change in the recommendation by the Tektronix Board may result in the payment of a fee to Danaher. See “—Termination” and “—Fees and Expenses”.

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The Merger Agreement provides that Tektronix shall as promptly as practicable (and in any event within one business day) advise Danaher of any Takeover Proposal, inquiry with respect to a Takeover Proposal or of any request for information relating to a Takeover Proposal, the material terms and conditions of such Takeover Proposal or request and the identity of the person making such Takeover Proposal, inquiry or request. Tektronix shall as promptly as practicable (and in any event within one business day) provide Danaher with a copy of any written request or Takeover Proposal or inquiry (and all related documents) and keep Danaher promptly informed of the status and details (including any amendments or proposed amendments) of any such inquiry, request or Takeover Proposal and shall promptly provide Danaher with a copy of any non-public information furnished to the person who made such Takeover Proposal, inquiry or request and not previously provided to Danaher. Each amendment or revision to any Takeover Proposal or Superior Proposal constitutes a new Takeover Proposal, provided that Tektronix need not enter into a new confidentiality agreement with respect to such an amended Takeover Proposal if a compliant confidentiality agreement is already in place.

The Merger Agreement further provides that, through the Effective Time, Tektronix will not, except as permitted by the Merger Agreement, in connection with a Superior Proposal, terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it or any of its respective subsidiaries is a party, other than client and customer agreements entered into by Tektronix or its subsidiaries in the ordinary course of business consistent with past practice. Tektronix has agreed to inform Danaher of any actual or threatened breaches of any such confidentiality or standstill agreement and of requests to terminate, amend, modify or waive the provisions of any such agreement, and of the identity of the person making the request or committing or threatening a breach.

Access to Information. The Merger Agreement provides that, upon reasonable notice and subject to applicable law, through the Effective Time, Tektronix will give (and will cause its subsidiaries and their respective representatives to give) Danaher and the Purchaser and their representatives reasonable access, during normal business hours, to the properties, personnel, books and records (electronic or otherwise) of Tektronix and its subsidiaries, and will provide Danaher and the Purchaser copies of documents filed with any governmental entity during this period, and, upon reasonable request, other information with respect to the business and operations of Tektronix and its subsidiaries.

Efforts. Subject to the terms and conditions provided in the Merger Agreement, each of Tektronix, Danaher and the Purchaser will use (and will cause each of its subsidiaries to use) its reasonable best efforts to take or cause to be taken all actions, and will cooperate with the other parties in doing all things, necessary, proper or advisable under applicable law to consummate the Offer and the Merger. Each of the parties to the Merger Agreement also has agreed to use its reasonable best efforts to obtain as promptly as practicable all clearances and consents of any governmental entity or any other person required in connection with, and waivers of any violations that may be caused by, the consummation of the transactions contemplated by the Merger Agreement; provided, however, that Tektronix may not, without Danaher’s written consent, and Danaher will not be required to divest, hold separate or otherwise materially restrict the use or operation of any portion of their businesses or assets or those of their subsidiaries.

Public Announcements. The Merger Agreement provides that Tektronix, on the one hand, and Danaher and the Purchaser, on the other hand, agree to consult promptly with each other prior to issuing any press release or otherwise making any public statement with respect to the Offer, the Merger and the other transactions contemplated by the Merger Agreement, agree to provide to the other party for review a copy of any such press release or statement, and shall not issue any such press release or make any such public statement without the written approval of the other, unless required by applicable law or any listing agreement with a securities exchange.

Indemnification; Insurance. Pursuant to the Merger Agreement, Danaher has agreed that from and after the Expiration Date, Tektronix and the Surviving Corporation will, and Danaher will cause Tektronix and the Surviving Corporation to, indemnify and hold harmless each present and former director and officer of Tektronix

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against any costs or expenses (including attorneys’ fees), damages or liabilities incurred in connection with any claim by reason of the fact that such individual is or was a director or officer of Tektronix in respect of actions or omissions occurring at or prior to the Effective Time, to the fullest extent permitted under Tektronix’s Articles of Incorporation and Bylaws. Danaher has also agreed that from and after the Effective Time and subject to certain limitations, the Surviving Corporation will purchase and maintain a six-year extended reporting period endorsement under Tektronix’s directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Effective Time with respect to Tektronix’s officers and directors who are currently covered by its directors’ and officers’ liability insurance policy on terms no less favorable than those of the policy currently in effect (subject to certain financial limits). In the event that Danaher or the Surviving Corporation consolidates or merges with another person or transfers substantially all of its assets to another person, it shall take necessary actions to assure that these obligations are assumed.

Notification of Certain Matters. Danaher and Tektronix have agreed to promptly notify each other of (a) the occurrence or non-occurrence of any fact or event which would be reasonably expected (1) to cause any representation or warranty contained in the Merger Agreement to be untrue or inaccurate in any material respect at any time prior to the Effective Time or (2) to cause any covenant, condition (including any condition to the Offer) or agreement under the Merger Agreement not to be complied with or satisfied and (b) any failure of Tektronix, Danaher or the Purchaser, as the case may be, to comply with or satisfy any covenant, condition (including any condition to the Offer) or agreement to be complied with or satisfied by it under the Merger Agreement. Each of Tektronix, Danaher and the Purchaser is also required to give prompt notice to the other parties of any notice or communication from any third party alleging that the consent of that third party is or may be required in connection with the transactions contemplated by the Merger Agreement.

Rights Agreement. Tektronix has amended the Rights Agreement so that Danaher and the Purchaser are each exempt from the definition of “Acquiring Person” contained in the Rights Agreement and that no “Stock Acquisition Date,” “Distribution Date,” “Section 11(h) Event,” or “Section 13 Event” (as such terms are defined in the Rights Agreement) will occur as a result of the execution or delivery of the Merger Agreement, the making of the Offer, the acquisition of Shares pursuant to the Offer or the consummation of the Merger and the other Transactions contemplated by the Merger Agreement. In addition, the Rights Agreement will terminate and Rights will expire immediately prior to the Effective Time. Tektronix has also agreed in the Merger Agreement that so long as the Merger Agreement is in effect it will not (a) redeem the Rights, (b) further amend the Rights Agreement or (c) take any action which would allow any Person (as defined in the Rights Agreement) other than Danaher or the Purchaser to acquire beneficial ownership of 15% or more of the Company Shares without causing a Stock Acquisition Date, a Distribution Date or a Section 11(h) Event or a Section 13 Event (as each such term is defined in the Rights Agreement) to occur.

State Takeover Laws. The Merger Agreement provides that Tektronix, upon the request of the Purchaser, will take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by the Merger Agreement, including the Offer and the Merger, of any state takeover law and to grant such additional approvals and take such additional actions as may be reasonably necessary so that the transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the contemplated terms and otherwise act to eliminate or minimize the effects of such takeover law on the Merger and the other transactions contemplated hereby.

Employee Benefit Plans and Agreements. The Merger Agreement provides that, from and after the Effective Time, Danaher will honor, or Danaher will cause to be honored, obligations under Tektronix’s employee benefit arrangements and employment agreements of Tektronix in accordance with their terms and applicable law. The Merger Agreement also provides that, following the Effective Time, active employees of Tektronix and its subsidiaries may, at Danaher’s discretion, continue in Tektronix’s employee benefit arrangements or become eligible for the employee benefit plans and arrangements of Danaher or its affiliates on substantially the same terms as they are generally offered from time to time to similarly situated employees of Danaher and its affiliates. Danaher will also recognize past service of active employees of Tektronix and its

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subsidiaries for purposes of vesting and eligibility, but not benefit accrual, under Danaher’s and its subsidiaries benefit plans in which these employees participate after the Effective Time. Danaher has also agreed to, or to cause the surviving corporation to, provide employees terminated within 18 months following the Effective Time with severance benefits equal to those that the employees would have been entitled to under Tektronix’s severance plan as in effect as of May 26, 2007. Tektronix has generally agreed to freeze participation in, and further deferral of compensation under, its nonqualified deferred compensation plans prior to the Effective Time. Tektronix has also agreed to comply in full with Rule 14-10(d)(2) under the Exchange Act with regard to employment arrangements with covered securityholders.

Cooperation. Tektronix has agreed to cooperate with Danaher with respect to any actions Danaher may request to be taken in connection with the Tektronix Convertible Notes, the registration rights agreement pertaining to the Tektronix Convertible Notes, various hedge and warrant transactions, and Tektronix’s existing credit facilities. Prior to the date on which Danaher accepts for payment and pays for Shares tendered in the Offer (the “Acceptance Date”), Tektronix shall not be required to incur any material amount of out-of-pocket expenses as a result of actions requested by Danaher with respect to the foregoing unless Danaher has agreed to reimburse Tektronix for such out-of-pocket expenses nor shall Tektronix be required to take any action that is not conditioned upon the occurrence of the Acceptance Date which would reasonably be expected to expose Tektronix to material liability or expense if the Acceptance Date fails to occur. All actions, notices, announcements and other documentation related to the Tektronix Convertible Notes, the registration rights agreement, the governing indenture or the hedge and warrant transactions as well as whether Tektronix settles any conversion obligations with respect to the Tektronix Convertible Notes in whole or in part in Shares or in cash is also subject to Danaher’s prior written approval.

Conditions to Consummation of the Merger. Pursuant to the Merger Agreement, the respective obligations of Danaher, the Purchaser and Tektronix to consummate the Merger are subject to the satisfaction, at or before the Effective Time, of each of the following conditions: (a) Tektronix shareholders shall have duly approved the transactions contemplated by the Merger Agreement if required by applicable law; (b) the Purchaser shall have accepted for payment and paid for Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms of the Merger Agreement; (c) consummation of the Merger shall not be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of a court of competent jurisdiction or any governmental entity and there shall not have been any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any governmental entity, or other legal restraint or prohibition, which prevents the consummation of the Merger or has the effect of making the acquisition of the Shares in the Merger illegal; and (d) any waiting period (and any extension thereof) under the HSR Act or under any material applicable foreign statutes or regulations applicable to the Merger shall have expired or terminated, or, where applicable, approval shall have been obtained.

Termination. The Merger Agreement may be terminated and the Merger may be abandoned under the following circumstances:

(a) at any time prior to the Effective Time, notwithstanding approval thereof by Tektronix shareholders, by the mutual written consent of Danaher and Tektronix, by action of their respective Boards of Directors;

(b) by Tektronix if the Purchaser had failed to commence the Offer by October 24, 2007 (since the Offer has been commenced, this right is no longer applicable);

(c) by Danaher or Tektronix if (i) the Purchaser shall not have accepted for payment and paid for the Shares pursuant to the Offer in accordance with the terms hereof and thereof on or before February 12, 2008 (the “End Date”) or (ii) the Offer is terminated or withdrawn pursuant to its terms and the terms of the Merger Agreement without any Shares being purchased under the Offer, other than due to a breach by the terminating party of the Merger Agreement;

(d) at any time prior to the Effective Time, notwithstanding approval thereof by Tektronix shareholders, by Danaher or Tektronix if any court of competent jurisdiction or other governmental entity

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shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting or making illegal the acceptance for payment of, or payment for, Shares pursuant to the Offer or the Merger and that order, decree or ruling or other action shall have become final and nonappealable, provided that the party seeking to terminate the Merger Agreement shall have used its reasonable best efforts to prevent the entry of and to remove or lift such order, decree or ruling;

(e) by Tektronix prior to the purchase of Shares pursuant to the Offer, if the Tektronix Board shall have determined to recommend a Superior Proposal to its shareholders and to enter into a binding written agreement concerning that Superior Proposal after making the determination described under “—No Solicitation” above; provided that the termination described in this paragraph shall not be permissible unless and until (i) Tektronix shall have provided the Purchaser and Danaher prior written notice at least four business days prior to such termination that the Tektronix Board has authorized and intends to effect the termination of the Merger Agreement pursuant to this paragraph, including copies of all forms of proposed agreements, arrangements and understandings (including amendments) supplied by third parties and/or forms of definitive agreements (including amendments) between Tektronix and any third parties, (ii) the Tektronix Board shall have determined, in good faith and after consultation with its outside legal counsel and financial advisors, that the foregoing Takeover Proposal constituted, at the time of such determination to terminate the Merger Agreement, and, at the end of the four business day period referenced above, still constitutes a Superior Proposal taking into account any changes to the Merger Agreement proposed by Danaher and the Purchaser, and (iii) prior to such termination Tektronix shall have paid to Danaher the Termination Fee (as defined below) and the Expense Fee (as defined below);

(f) by Danaher, prior to the purchase of Shares pursuant to the Offer, if (i) the Tektronix Board shall have effected a Change in the Company Recommendation (as described under “—No Solicitation” above), (ii) the Tektronix Board shall have approved or recommended a Takeover Proposal or entered into any agreement (other than a confidentiality agreement as permitted by the Merger Agreement) with respect to a Takeover Proposal or taken any action to exempt a Takeover Proposal from any takeover law or the Rights, (iii) Tektronix, any of its subsidiaries or any of their respective directors, officers, employees, agents or representations shall have willfully and materially breached their obligations described under “No Solicitation” above, (iv) the Tektronix Board shall have adopted a resolution or publicly proposed to effect any of the foregoing or (v) a Takeover Proposal shall have been publicly announced and the Tektronix Board shall not have, within ten business days thereof, rejected such Takeover Proposal and reaffirmed its support for the transactions contemplated by the Merger Agreement;

(g) by Tektronix, prior to the purchase of Shares pursuant to the Offer, if Danaher or the Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (i) would reasonably be expected to result in a material adverse effect on Danaher or the Purchaser (without giving effect to any exception or qualification as to materiality or Material Adverse Effect in any such representation, warranty, covenant or agreement) or a failure of a condition to the Merger or to the Offer to be satisfied or the failure of the Effective Time to occur and (ii) is not, or cannot be, cured within thirty days after written notice thereof is provided by Tektronix to Danaher; provided, however, that Tektronix may not terminate the Merger Agreement pursuant to this provision if in material breach of the Merger Agreement; or

(h) by Danaher, prior to the purchase of Shares pursuant to the Offer, if Tektronix shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (i) would reasonably be expected to have a material adverse effect on Tektronix (without giving effect to any exception or qualification as to materiality or material adverse effect in any such representation, warranty, covenant or agreement) or result in a failure of a condition to the Merger or the Offer to be satisfied or failure of the Offer to be consummated and (ii) is not, or cannot be, cured within thirty days after written notice thereof is provided by Danaher to Tektronix; provided, however, that Danaher may not terminate the Merger Agreement pursuant to this provision if in material breach of the Merger Agreement.

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In the event of the termination of the Merger Agreement in accordance with its terms, the Merger Agreement will become void and have no effect, without any liability on the part of any party or its directors, officers or shareholders, other than certain specified provisions, which shall survive any such termination; provided, that no party would be relieved from liability for any willful breach of the Merger Agreement.

Fees and Expenses. Except as provided below, whether or not the Merger is consummated, all costs and expenses incurred in connection with the Offer, the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring those costs and expenses. In the event that the Merger Agreement is terminated pursuant to paragraph (e) or (f) under “—Termination” above, then Tektronix will promptly, and in any event within one business day after such termination, or, in the case of a termination by Tektronix, prior to such termination, pay Danaher a termination fee of $105,000,000 (the “Termination Fee”). In the event that the Merger Agreement is terminated pursuant to paragraph (c) under “—Termination” above and at the time of such termination (A) a Takeover Proposal shall have been publicly announced and (B) the Minimum Condition shall not have been satisfied at the Expiration Date (at a time when all other conditions to the Purchaser’s obligation to accept for payment and pay for Shares tendered in the Offer set forth in the first paragraph and clauses (a) and (b) of Annex I to the Merger Agreement shall have been satisfied), (i) then Tektronix shall promptly (and in any event within one business day after such termination) pay Danaher an amount equal to $15,000,000 (the “Expense Fee”) and (ii) if, within 12 months of the date of such termination a transaction constituting a Takeover Proposal (except that for this purpose references in the definition of “Takeover Proposal” to “15%” shall be “40%”) (A) is publicly announced or entered into which is subsequently consummated or (B) is consummated, Tektronix shall, prior to or simultaneously with the consummation of such transaction, pay Danaher an amount equal to the Termination Fee minus the amount of any Expense Fee previously paid. In the event that Tektronix terminates the Merger Agreement at a time when Danaher or the Purchaser would have had the right to terminate the Merger Agreement, Danaher is entitled to receive any Termination Fee and/or Expense Fee that would have been (or would have subsequently become) payable had Danaher terminated the Merger Agreement at such time.

Amendment. The Merger Agreement may be amended, in writing, by Tektronix, Danaher and the Purchaser at any time before or after any approval of the Merger Agreement by Tektronix shareholders but, after any such approval, no amendment will be made which decreases the price to be paid in the Merger or which adversely affects the rights of Tektronix shareholders thereunder without the approval of Tektronix shareholders.

Extension; Waiver. Subject to the Merger Agreement, at any time prior to the Effective Time, Danaher and the Purchaser, on the one hand, and Tektronix, on the other hand may, in writing, (a) extend the time for the performance of any of the obligations or other acts of the other, (b) waive any inaccuracies in the representations and warranties of the other contained in the Merger Agreement of the other or in any document, certificate or writing delivered pursuant thereto, or (c) waive compliance by the other with any of the agreements or conditions therein.

Effects of Inability to Consummate the Merger. Pursuant to the Merger Agreement, following the consummation of the Offer and subject to certain other conditions, the Purchaser will be merged with Tektronix. If, following the Offer, approval of Tektronix shareholders of the Merger and the Merger Agreement is required by applicable law in order to consummate the Merger of the Purchaser with Tektronix, Tektronix will submit the Merger and the Merger Agreement to Tektronix shareholders for approval. If the Merger and the Merger Agreement are submitted to Tektronix shareholders for approval, the Merger and the Merger Agreement will require the approval of the holders of not less than a majority of the outstanding Shares, including the Shares owned by the Purchaser. Provided that the Minimum Condition is satisfied without being reduced or waived, Danaher will own sufficient Shares to ensure that the required vote of Tektronix shareholders will be obtained and that the Merger will be consummated.

If the Merger is consummated, Tektronix shareholders who elected not to tender their Shares in the Offer will receive the same amount of consideration in exchange for each Share as they would have received in the Offer.

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If, following the consummation of the Offer, the Merger is not consummated, Danaher, which owns 100% of the common stock of the Purchaser, indirectly will control the number of Shares acquired by the Purchaser pursuant to the Offer. Under the Merger Agreement, promptly following payment by the Purchaser for Shares purchased pursuant to the Offer, and from time to time thereafter, subject to applicable law, Tektronix has agreed to take all actions necessary to cause a majority of the directors of Tektronix to consist of persons designated by Danaher (whether, at the election of Tektronix, by means of increasing the size of the Tektronix Board or seeking the resignation of directors and causing Danaher designees to be elected). As a result of its ownership of such Shares and right to designate nominees for election to the Tektronix Board, Danaher, indirectly, will be able to influence decisions of the Tektronix Board and the decisions of the Purchaser as a shareholder of Tektronix. This concentration of influence in one shareholder may adversely affect the market value of the Shares.

If Danaher controls more than 50% of the outstanding Shares following the consummation of the Offer but the Merger is not consummated, Tektronix shareholders, other than those affiliated with Danaher, will lack sufficient voting power to elect directors or to cause other actions to be taken which require majority approval. If, for any reason following completion of the Offer, the Merger is not consummated, Danaher and the Purchaser reserve the right to acquire additional Shares through private purchases, market transactions, tender or exchange offers or otherwise on terms and at prices that may be more or less favorable than those of the Offer, or, subject to any applicable legal restrictions, to dispose of any or all Shares acquired by them.

Statutory Requirements. In general, under the OBCA, a merger of two Oregon corporations requires the adoption of a resolution by the board of directors of each of the corporations desiring to merge adopting an agreement and plan of merger containing provisions with respect to certain statutorily specified matters and the approval of such agreement by the shareholders of each corporation by the affirmative vote of the holders of at least a majority of all of the outstanding shares of stock entitled to vote on such matter, unless otherwise provided for in that corporation’s Articles of Incorporation or in the case of a short-form merger as described in the next paragraph. Accordingly, except in the case of a short-form merger, a vote of at least a majority of the Tektronix shareholders is required in order to approve the Merger Agreement. Assuming that the Minimum Condition is satisfied, upon consummation of the Offer, the Purchaser would own sufficient Shares to enable it to satisfy the shareholder approval requirement to approve the Merger Agreement and the Merger.

The OBCA also provides that if a parent corporation owns at least 90% of each class of the stock of a subsidiary, that corporation can effect a short-form merger with that subsidiary without the action of the other shareholders of the subsidiary. Accordingly, if as a result of the Offer or otherwise, the Purchaser acquires or controls at least 90% of the outstanding Shares, the Purchaser could, and intends to, effect the Merger without further action by any other Tektronix shareholder. The terms of the Merger Agreement, including the plan of merger, are summarized in this Offer to Purchase. See Section 1—“Terms of the Offer,” Section 11—“Purpose of the Offer; the Merger Agreement; Statutory Requirements; Dissenters’ Rights; Plans for Tektronix; ‘Going Private’ Transactions,” and Section 14—“Conditions of the Offer.”

Dissenters’ Rights. No dissenters’ rights are available to holders of Tektronix common shares in connection with the Offer or purchase of Shares pursuant to the Offer.

The shareholders of Tektronix will only have dissenters’ rights in the Merger to the extent required by the OBCA. Under the OBCA, as long as the Shares are listed on the NYSE on the record date for determining the shareholders eligible to vote on the Merger (if shareholder approval is required for the Merger), or on the date notice is provided to shareholders under Section 491 of the OBCA, as applicable, holders of Shares would not be entitled to dissenters’ rights. The Purchaser expects that the Shares will continue to be listed on the NYSE through the record date for the shareholders meeting to approve the Merger and the Merger Agreement, if any, and, accordingly, that shareholders will not be entitled to dissenters’ rights.

If Shares are not registered on a national securities exchange on the record date of any such shareholder meeting, or on the date notice is provided to shareholders under Section 491 of the OBCA for a short-form

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merger, as applicable, holders of Shares would be entitled to dissenters’ rights. Under the OBCA, shareholders who have the right to dissent and who comply with the applicable statutory procedures are entitled to receive a judicial appraisal of the fair value of their shares (excluding any appreciation or depreciation in anticipation of the Merger, unless exclusion would be inequitable) and to receive payment of such fair value in cash, together with accrued interest. Any such judicial determination of the fair value of the Shares could be based upon factors other than, or in addition to, the price per share to be paid in the Merger or the market value of the shares of Shares. The value so determined could be more or less than the price per share to be paid in the Merger. Failure to follow the steps required by the OBCA for perfecting dissenters’ rights may result in the loss of such rights.

The foregoing summary of the rights of dissenting shareholders under the OBCA does not purport to be complete and is qualified in its entirety by reference to the OBCA. The preservation and exercise of dissenters’ rights, if any, require strict adherence to the applicable provisions of the OBCA.

“Going Private” Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions and which may, under certain circumstances, be applicable to the Merger. However, Rule 13e-3 would be inapplicable if (a) the Shares are deregistered under the Exchange Act prior to the Merger or other business combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the proposed transaction and the consideration offered to minority shareholders in such transaction be filed with the SEC and disclosed to shareholders prior to the consummation of the transaction.

12. Source and Amount of Funds.

The Purchaser estimates that the total amount of funds required to purchase all outstanding Shares, other securities and rights pursuant to the Offer and to pay related fees and expenses will be approximately $2.8 billion, including debt and transaction costs and net of cash acquired. Danaher anticipates financing the acquisition initially through borrowings under committed lines of credit that it expects to enter into, through the issuance of commercial paper using such lines of credit as credit support, or through a combination of these financing methods. Danaher anticipates that the longer-term financing for the acquisition will consist of one or more of the following: commercial paper borrowings, the issuance of debt securities and/or the issuance of equity or equity-linked securities. There is no financing condition to the Offer.

13. Dividends and Distributions.

The Merger Agreement provides that, without the prior written consent of Danaher, Tektronix will not, and will not permit any of its subsidiaries to, prior to the Effective Time, (a) issue, reissue or sell, or authorize the issuance, reissuance or sale of (1) additional shares of capital stock of any class, or securities convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible securities or capital stock, other than the issuance of Shares (and the related preferred shares purchase rights) pursuant to the exercise of options, vesting of restricted shares, or settlement of restricted stock units, in each case as outstanding on October 14, 2007 in accordance with the terms of such options, restricted shares or restricted stock units or (2) any other securities in respect of, in lieu of, or in substitution for, Shares outstanding on October 14, 2007, (b) make any other changes in its capital structure, or declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any class or series of its capital stock except for dividends by any wholly owned subsidiary of Tektronix to Tektronix or another wholly owned subsidiary of Tektronix, or (c) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other securities other than the acquisition of stock by Tektronix in connection with (A) payment of income tax as provided in award agreements relating to company stock options, restricted shares, or restricted stock units or (B) forfeiture of restricted shares.

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14. Conditions of the Offer.

Notwithstanding any other provisions of the Offer, the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Securities Exchange Act, pay for any tendered Shares if (A) there will not be validly tendered and not properly withdrawn prior to the Expiration Date for the Offer that number of Shares which, when added to any Shares already owned by Danaher or any of its subsidiaries, represents at least a majority of the total number of outstanding Shares on a fully diluted basis on the date of purchase (but excluding any Shares issuable upon conversion of the Tektronix Convertible Notes) (the “Minimum Condition”), (B) any applicable waiting period or approval under the HSR Act or under any material applicable foreign statutes or regulations will not have expired or been terminated or obtained prior to the Expiration Date; provided that nothing in this clause (B) will be deemed to limit Danaher’s obligations under the Merger Agreement (as described under “Efforts” above) to use its reasonable best efforts to obtain the necessary governmental consents, (C) all consents from third parties will not have been obtained except for those the failure of which to be obtained would not reasonably be expected to have a material adverse effect on Tektronix, or (D) at any time on or after October 14, 2007 and prior to the time of acceptance for payment for any Shares, any of the following events (each, an “Event”) occur (and in the case of (a), (b), (f), (g) and, other than with respect to any willful and material breach, (h), be continuing at the scheduled Expiration Date):

(a) there will be any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer, by any court of competent jurisdiction or other governmental entity, other than the application of the waiting period provisions of the HSR Act to the Offer or to the Merger, that, would reasonably be expected to, directly or indirectly: (1) make illegal or enjoin or restrain or otherwise prohibit or materially delay consummation of the Offer or the Merger or make materially more costly the making or consummation of the Offer, (2) prohibit or materially limit the ownership or operation by Danaher or the Purchaser of all or any portion of the business or assets of Tektronix or any of their respective subsidiaries or compel Danaher or the Purchaser or any of their respective subsidiaries to dispose of or hold separately all or any material portion of the business or assets of Danaher or the Purchaser or Tektronix or any of its subsidiaries taken as a whole, or impose any material limitation on the ability of Danaher or the Purchaser to conduct its business or own such assets, (3) impose material limitations on the ability of Danaher or the Purchaser effectively to acquire, hold or exercise full rights of ownership of the Shares, including the right to vote any Shares acquired or owned by the Purchaser or Danaher pursuant to the Offer on all matters properly presented to Tektronix’s shareholders, (4) require divestiture by Danaher or the Purchaser of any Shares, or (5) result in a material adverse effect on Tektronix; provided that nothing in this clause (a) shall be deemed to limit Danaher’s obligations under the Merger Agreement (as described in Section 11 under “Efforts” above) to use its reasonable best efforts to obtain any governmental consent or waiver that may be required to consummate the transactions contemplated by the Merger Agreement;

(b) there will be instituted or pending any action or proceeding by any governmental entity that would reasonably be expected to result in any of the consequences referred to in clauses (1) through (5) of paragraph (a) above; provided that nothing in this clause (b) shall be deemed to limit Danaher’s obligations under the Merger Agreement (as described in Section 11 under “Efforts” above) to use its reasonable best efforts to obtain any governmental consent or waiver that may be required to consummate the transactions contemplated by the Merger Agreement;

(c) any event or change will have occurred (or any development shall have occurred involving prospective changes) in the business, financial condition or results of operations of Tektronix or any of its subsidiaries that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Tektronix;

(d) (1) the Tektronix Board or any committee of the Tektronix Board will have withdrawn, or will have modified or amended in a manner adverse to Danaher or the Purchaser, the approval, adoption or recommendation, as the case may be, of the Offer or the Merger Agreement, or shall have approved or

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recommended any Takeover Proposal, (2) a person shall have entered into a definitive agreement or an agreement in principle with Tektronix with respect to a Takeover Proposal, or (3) the Tektronix Board or any committee of the Tektronix Board will have resolved to do or enter into any of the foregoing;

(e) Tektronix, the Purchaser and Danaher will have reached an agreement that the Offer or the Merger Agreement be terminated, or the Merger Agreement will have been terminated in accordance with its terms;

(f) there shall have occurred, and continue to exist, a declaration of a banking moratorium by federal authorities or any suspension of payments in respect of banks in the United States;

(g) any of the representations and warranties of Tektronix set forth in the capitalization representation of the Merger Agreement shall not be true and correct in all respects except for de minimis inaccuracies or any of the other representations and warranties in the Merger Agreement, when read without any exception or qualification as to materiality or material adverse effect on Tektronix, will not be true and correct, as if those representations and warranties were made at the time of such determination (except as to any such representation or warranty which speaks as of a specific date, which must be untrue or incorrect as of that specific date), except where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Tektronix; or

(h) Tektronix will have failed to perform in any material respect or to comply in any material respect with any of its obligations, covenants or agreements under the Merger Agreement.

The foregoing conditions (including those set forth in clauses (A), (B) and (C) of the initial paragraph) are for the benefit of Danaher and the Purchaser and may be asserted by Danaher or the Purchaser regardless of the circumstances giving rise to any such conditions, and may be waived (other than the Minimum Condition with respect to which such waiver will only be effective with the written agreement of Tektronix) by Danaher or the Purchaser in whole or in part at any time and from time to time in their reasonable discretion, in each case, subject to the terms of the Merger Agreement. The failure by Danaher or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. If there is a waiver of a condition to the Offer, depending on the materiality of the waived condition and the number of days remaining in the Offer, we may be required by applicable Law to extend the Offer and provide additional disclosure to Tektronix shareholders.

For information with respect to the applicable waiting periods for the review to be undertaken by the U.S. and foreign governmental agencies please see the discussion in Section 15 entitled “Legal Matters; Required Regulatory Approvals.”

15. Legal Matters; Required Regulatory Approvals.

Except as set forth in this Offer to Purchase, based on our review of publicly available filings by Tektronix with the SEC and other information regarding Tektronix, we are not aware of any licenses or regulatory permits that appear to be material to the business of Tektronix and its subsidiaries, taken as a whole, and that might be adversely affected by our acquisition of Shares in the Offer. In addition, except as set forth in this Offer, we are not aware of any filings, approvals or other actions by or with any governmental authority or administrative or regulatory agency that would be required for our acquisition or ownership of the Shares. Should any such approval or other action be required, we expect to seek such approval or action, except as described below under “State Takeover Laws.” Should any such approval or other action be required, we cannot be certain that we would be able to obtain any such approval or action without substantial conditions or that adverse consequences might not result to Tektronix’s or its subsidiaries’ businesses, or that certain parts of Tektronix’s, Danaher’s, the Purchaser’s or any of their respective subsidiaries’ businesses might not have to be disposed of or held separate in order to obtain such approval or action. In that event, we may not be required to purchase any Shares in the Offer. See Introduction and Section 14 for a description of the conditions to the Offer.

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State Takeover Laws. A number of states have adopted takeover laws and regulations that purport to be applicable to attempts to acquire securities of corporations that are incorporated in those states or that have substantial assets, shareholders, principal executive offices or principal places of business in those states. To the extent that these state takeover statutes purport to apply to the Offer or the Merger, we believe that those laws conflict with U.S. federal law and are an unconstitutional burden on interstate commerce. In 1982, the Supreme Court of the United States, in Edgar v. Mite Corp., invalidated on constitutional grounds the Illinois Business Takeovers Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. The reasoning in that decision is likely to apply to certain other state takeover statutes. In 1987, however, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law and, in particular, those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining shareholders, as long as those laws were applicable only under certain conditions. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma because they would subject those corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a federal district court in Florida held, in Grand Metropolitan PLC v. Butterworth, that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

We have not attempted to comply with any state takeover statutes in connection with the Offer or the Merger. We reserve the right to challenge the validity or applicability of any state law allegedly applicable to the Offer or the Merger, and nothing in this Offer to Purchase nor any action that we take in connection with the Offer is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that the statutes in question do not apply or are invalid as applied to the Offer or the Merger, as applicable, we may be required to file certain documents with, or receive approvals from, the relevant state authorities, and we might be unable to accept for payment or purchase Shares tendered in the Offer or be delayed in continuing or consummating the Offer. In that case, we may not be obligated to accept for purchase, or pay for, any Shares tendered. See Section 14.

Antitrust. Under the HSR Act, and the related rules and regulations that have been issued by the U.S. Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. These requirements apply to our acquisition of Shares in the Offer and the Merger.

Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar-day waiting period following the filing of certain required information and documentary material concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. We filed a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer and the Merger on October 15, 2007, and the required waiting period with respect to the Offer and the Merger will expire at 11:59 p.m., New York City time, on October 30, 2007, unless the waiting period is extended or earlier terminated by the FTC or the Antitrust Division or we receive a request for additional information and documentary material prior to that time. If, within the 15-calendar-day waiting period, either the FTC or the Antitrust Division requests additional information and documentary material from us, the waiting period with respect to the Offer and the Merger would be extended for an additional period of 10 calendar days following the date of our substantial compliance with that request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR rules. After that time, the waiting period could be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional 10-calendar-day

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waiting period before its expiration. In practice, complying with a request for additional information and documentary material can take a significant period of time. Although Tektronix is required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, neither Tektronix’s failure to make those filings nor a request made to Tektronix from the FTC or the Antitrust Division for additional information and documentary material will extend the waiting period with respect to the purchase of Shares in the Offer and the Merger.

The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions, such as our acquisition of Shares in the Offer and the Merger. At any time before or after our purchase of Shares, the FTC or the Antitrust Division could take any action under the antitrust laws that either considers necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares in the Offer and the Merger, the divestiture of Shares purchased in the Offer or the divestiture of substantial assets of Danaher, the Purchaser, Tektronix or any of their respective subsidiaries or affiliates. Private parties as well as state attorneys general may also bring legal actions under the antitrust laws under certain circumstances.

Based upon an examination of publicly available information relating to the businesses in which Tektronix is engaged, we believe that the acquisition of Shares in the Offer and the Merger should not violate the applicable antitrust laws. Nevertheless, we cannot be certain that a challenge to the Offer and the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be.

Foreign Approvals. Danaher and Tektronix own property and conduct business in a number of foreign countries and jurisdictions. In connection with the acquisition of the Shares in the Offer or the Merger, the laws of certain of those foreign countries and jurisdictions require the filing of information with, or the obtaining of the approval or consent of, governmental authorities in such countries and jurisdictions. The satisfaction of these requirements, to the extent material, is a condition to the closing of the Merger. The governments in those countries and jurisdictions might attempt to impose additional conditions on the Surviving Corporation’s operations conducted in those countries and jurisdictions as a result of the acquisition of the Shares in the Offer or the Merger approvals or consents are required the parties have made or intend to make the appropriate filings and applications in the applicable jurisdictions. In all cases where such a filing or application is made for the requisite foreign approvals or consents, we cannot be certain that such approvals or consents will be granted, and, if such approvals or consents are received, we cannot be certain as to the date of those approvals or consents. In addition, we cannot be certain that we will be able to cause Tektronix or its subsidiaries to satisfy or comply with those laws or that compliance or noncompliance will not have adverse consequences for Tektronix or any subsidiary after purchase of the Shares pursuant to the Offer or the Merger.

Government Approvals. According to publicly available information, Tektronix is engaged in the manufacturing and developing of certain products that require the licensing and approvals of certain government entities. We cannot be certain that Tektronix or its subsidiaries will receive all required approvals or licenses or that the failure to do so will not have adverse consequences for Tektronix or any subsidiary after purchase of the Shares pursuant to the Offer or the Merger.

16. Fees and Expenses.

Morgan Stanley is acting as the Dealer Manager in connection with the Offer and as financial advisor to Danaher in connection with the Offer and the Merger. Morgan Stanley will not be entitled to any compensation from Danaher or the Purchaser for acting as the Dealer Manager. Danaher will pay Morgan Stanley a customary fee payable upon completion of the Offer and the Merger for its services as financial advisor. Danaher has agreed to indemnify Morgan Stanley and related parties against certain liabilities and expenses in connection with Morgan Stanley’s engagement, including certain liabilities under the United States federal securities laws related

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to or arising out of Morgan Stanley’s engagement. In the ordinary course of its trading, brokerage, investment management, and financing activities, Morgan Stanley, its successors and affiliates may actively trade Shares for their own accounts and accounts of customers, and, accordingly, may at any time hold a long or short position in the Shares.

We have retained MacKenzie Partners, Inc. as Information Agent in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, electronic mail, facsimile and personal interview and may request brokers, dealers and other nominee shareholders to forward material relating to the Offer to beneficial owners of Shares. We will pay the Information Agent reasonable and customary compensation for these services in addition to reimbursing the Information Agent for its reasonable out-of-pocket expenses. We have agreed to indemnify the Information Agent against certain liabilities and expenses in connection with the Offer, including certain liabilities under the U.S. federal securities laws.

In addition, we have retained Computershare Trust Company, N.A. as the Depositary. We will pay the Depositary reasonable and customary compensation for its services in connection with the Offer, will reimburse the Depositary for its reasonable out-of-pocket expenses, and will indemnify the Depositary against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws.

Except as set forth above, we will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer. We will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers.

17. Miscellaneous.

We are not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, we will make a good faith effort to comply with that state statute. If, after a good faith effort, we cannot comply with the state statute, we will not make the Offer to, nor will we accept tenders from or on behalf of, the holders of Shares in that state.

We have filed with the SEC a Schedule TO, together with exhibits, furnishing certain additional information with respect to the Offer, and may file amendments to our Schedule TO. Our Schedule TO and any exhibits or amendments may be examined and copies may be obtained from the SEC in the same manner as described in Section 8 with respect to information concerning Tektronix.

We have not authorized any person to give any information or to make any representation on our behalf not contained in this Offer to Purchase or in the Letter of Transmittal, and, if given or made, you should not rely on any such information or representation as having been authorized.

Neither the delivery of the Offer to Purchase nor any purchase pursuant to the Offer will under any circumstances create any implication that there has been no change in the affairs of Danaher, the Purchaser, Tektronix or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

RAVEN ACQUISITION CORP.

October 18, 2007

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF DANAHER AND THE PURCHASER

Directors and executive officers of Danaher. The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of each director and executive officer of Danaher. Unless otherwise indicated below, each occupation set forth opposite each person refers to employment with Danaher. Unless otherwise indicated, the business address of each such person is c/o Danaher, at 2099 Pennsylvania Avenue, NW, 12^th Floor, Washington, D.C. 20006, and each such person is a citizen of the United States of America.

Name	Age	Position
Mortimer M. Caplin	90	Director
H. Lawrence Culp, Jr.	43	Chief Executive Officer, President and Director
Donald J. Ehrlich	69	Director
Linda P. Hefner	47	Director
Walter G. Lohr, Jr.	63	Director
Mitchell P. Rales	50	Director and Chairman of the Executive Committee
Steven M. Rales	55	Director and Chairman of the Board
John T. Schwieters	67	Director
Alan G. Spoon	55	Director
A. Emmet Stephenson, Jr.	61	Director
Daniel L. Comas	43	Executive Vice President and Chief Financial Officer
Philip W. Knisely	52	Executive Vice President
Steven E. Simms	51	Executive Vice President
James A. Lico	41	Executive Vice President
Thomas P. Joyce	46	Executive Vice President
James H. Ditkoff	60	Senior Vice President—Finance and Tax
Jonathan P. Graham	46	Senior Vice President—General Counsel
Robert S. Lutz	49	Vice President—Chief Accounting Officer
Daniel A. Raskas	40	Vice President—Corporate Development

Mortimer M. Caplin has been a member of Caplin & Drysdale, a law firm in Washington, D.C., for over five years. He is also a director of Presidential Realty Corporation.

H. Lawrence Culp, Jr. was appointed President and Chief Executive Officer in 2001.

Donald J. Ehrlich has served as Chief Executive Officer of Schwab Corp., a manufacturer of fire-protective safes, files, cabinets and vault doors, since January 2003. He also served as consultant to Wabash National Corp., a manufacturer of standard and customized truck trailers, from July 2001 to July 2004.

Linda P. Hefner has served as Executive Vice President and General Manager of the Home Division of Wal-Mart Stores Inc. since May 2007. Ms. Hefner served as Executive Vice President, Global Strategy and Business Development for Kraft Foods Inc., a company that manufactures and sells branded foods and beverages, from May 2004 through December 2006, and served in various management positions with Sara Lee Corporation from 1989 to May 2004, most recently as Chief Executive Officer, Underwear, Socks and Latin America Group.

Walter G. Lohr, Jr. has been a partner with Hogan & Hartson, a law firm in Baltimore, Maryland for over five years.

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Mitchell P. Rales has served as Chairman of the Executive Committee of Danaher since 1990. In addition, during the past five years, he has been a principal in a number of private business entities with interests in manufacturing companies and publicly traded securities. Mr. Rales is a brother of Steven M. Rales.

Steven M. Rales has served as Chairman of the Board of Danaher since January 1984. In addition, during the past five years, he has been a principal in a number of private business entities with interests in manufacturing companies and publicly traded securities. Mr. Rales is a brother of Mitchell P. Rales.

John T. Schwieters has served as Vice Chairman of Perseus, LLC, a merchant bank and private equity fund management company, since April 2000. He is also a director of Manor Care, Inc., Smithfield Foods, Inc., Choice Hotels International, Inc. and Union Street Acquisition Corp.

Alan G. Spoon has served as Managing General Partner of Polaris Venture Partners, a company which invests in private technology firms, since May 2000. He is also a director of InterActiveCorp (IAC) and Getty Images, Inc.

A. Emmet Stephenson, Jr. has served as general partner of Stephenson Ventures, a private investment company, for more than five years. He also served as director and Chairman of the Board of StarTek, Inc., a provider of process management services, from 1987 until May 2006; and as President of Stephenson and Co., a private investment firm, from 1971 until December 2005.

Daniel L. Comas was appointed Executive Vice President and Chief Financial Officer in April 2005. He served as Vice President—Corporate Development from 1996 to April 2004 and as Senior Vice President-Finance and Corporate Development from April 2004 to April 2005.

Philip W. Knisely has served as Executive Vice President since he joined Danaher in June 2000.

Steven E. Simms was appointed Executive Vice President in November 2000. Danaher has announced that Mr. Simms will retire from Danaher at the end of 2007.

James A. Lico was appointed Executive Vice President in September 2005. He has served in a variety of general management positions since joining Danaher in 1996, including most recently as President of Fluke Corporation from July 2000 until September 2005, as Vice President and Group Executive of Danaher Corporation from December 2002 until September 2005, and as Vice President—Danaher Business Systems Office from September 2004 until September 2005.

Thomas P. Joyce, Jr. was appointed Executive Vice President in May 2006. He has served in a variety of general management positions since joining Danaher in 1990, including most recently as President of Hach Company from May 2001 until December 2002, and as Vice President and Group Executive of Danaher Corporation from December 2002 until May 2006.

James H. Ditkoff served as Vice President-Finance and Tax from January 1991 to December 2002 and has served as Senior Vice President—Finance and Tax since December 2002.

Jonathan P. Graham joined Danaher as Senior Vice President-General Counsel in July 2006. Prior to joining the company, he served as Vice President, Litigation and Legal Policy for General Electric Corporation, a diversified industrial company, from October 2004 until June 2006. He practiced with the law firm of Williams & Connolly LLP, a law firm based in Washington, D.C., from 1988 until September 2004, most recently as partner from 1996 to October 2004.

Robert S. Lutz joined Danaher as Vice President-Audit and Reporting in July 2002 and was appointed Vice President-Chief Accounting Officer in March 2003. Prior to joining Danaher, he served in various positions at Arthur Andersen LLP, an accounting firm, from 1979 until 2002, most recently as partner from 1991 to July 2002.

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Daniel A. Raskas was appointed Vice President—Corporate Development in November 2004. Prior to joining Danaher, he worked for Thayer Capital Partners, a private equity investment firm, from 1998 through October 2004, most recently as Managing Director from 2001 through October 2004.

Directors and executive officers of the Purchaser. The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of each director and executive officer of the Purchaser. Unless otherwise indicated below, each occupation set forth opposite each person refers to employment with Danaher. The business address of each such person is c/o Danaher, at 2099 Pennsylvania Avenue, NW, 12^th Floor, Washington, D.C. 20006, and each such person is a citizen of the United States of America.

Name	Age	Position
Daniel L. Comas	43	President and Director
James H. Ditkoff	60	Vice President, Secretary and Director
Robert S. Lutz	49	Vice President, Treasurer and Director
Daniel A. Raskas	40	Vice President
Jonathan P. Graham	46	Vice President

Daniel L. Comas was appointed Executive Vice President and Chief Financial Officer of Danaher in April 2005. He served as Vice President-Corporate Development from 1996 to April 2004 and as Senior Vice President-Finance and Corporate Development from April 2004 to April 2005.

James H. Ditkoff served as Vice President-Finance and Tax of Danaher from January 1991 to December 2002 and has served as Senior Vice President-Finance and Tax since December 2002.

Robert S. Lutz joined Danaher as Vice President-Audit and Reporting in July 2002 and was appointed Vice President-Chief Accounting Officer in March 2003. Prior to joining Danaher, he served in various positions at Arthur Andersen LLP, an accounting firm, from 1979 until 2002, most recently as partner from 1991 to July 2002.

Daniel A. Raskas was appointed Vice President—Corporate Development in November 2004. Prior to joining Danaher, he worked for Thayer Capital Partners, a private equity investment firm, from 1998 through October 2004, most recently as Managing Director from 2001 through October 2004.

Jonathan P. Graham joined Danaher as Senior Vice President-General Counsel in July 2006. Prior to joining the company, he served as Vice President, Litigation and Legal Policy for General Electric Corporation, a diversified industrial company, from October 2004 until June 2006. He practiced with the law firm of Williams & Connolly LLP, a law firm based in Washington, D.C., from 1988 until September 2004, most recently as partner from 1996 to October 2004.

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EX-99.(A)(2)

Exhibit (a)(2)

Letter of Transmittal

to

Tender Shares of Common Stock

(including the Associated Series B No Par Preferred Shares Purchase Rights)

of

Tektronix, Inc.

Pursuant to the Offer to Purchase

Dated October 18, 2007

by

Raven Acquisition Corp.

An indirect wholly owned subsidiary of

Danaher Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK

CITY TIME, ON THURSDAY, NOVEMBER 15, 2007, UNLESS THE OFFER IS EXTENDED

The Depositary for the Offer is:

Computershare Trust Company, N.A.

Facsimile for Eligible Institutions:

(617) 360-6810

Confirm by Telephone:

(781) 575-2332

By Mail:	By Overnight Courier:
Computershare Trust Company, N.A.	Computershare Trust Company, N.A.
Attn: Corporate Actions	Attn: Corporate Actions
P.O. Box 43011	250 Royall Street
Providence, RI 02940-3011	Canton, MA 02021

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH BELOW, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH BELOW, WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please Fill In, if Blank, Exactly as Name(s) Appear(s) on Certificate(s))	Share Certificate(s) and Shares Tendered (Attach Additional Signed List if Necessary)*
	Shares Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)	Number of Shares Tendered**
	Total Shares

* Need not be completed by Book-Entry Shareholders.

** Unless otherwise indicated, all Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.

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This Letter of Transmittal is to be completed by shareholders, either if Share Certificates (as defined herein) are to be forwarded herewith or, unless an Agent’s Message (as defined in the Offer to Purchase, as referred to below) is utilized, if tenders of Shares are to be made by book-entry transfer into the account of Computershare Trust Company, N.A. as Depositary (the “Depositary”), at The Depository Trust Company (the “Book-Entry Transfer Facility” or “DTC”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Shareholders who tender Shares by book-entry transfer are referred to herein as “Book-Entry Shareholders.”

Holders of outstanding shares of common stock, without par value, including associated Series B No Par Preferred Shares Purchase Rights (“Shares”), whose certificates for such Shares (the “Share Certificates”) are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in the Offer to Purchase), or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

¨ CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

        Name of Tendering Institution:                    

        Account Number:                    

        Transaction Code Number:                    

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¨ CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Owner(s):                     

        Window Ticket Number (if any):                     

        Date of Execution of Notice of Guaranteed Delivery:                     

        Name of Institution that Guaranteed Delivery:                     

        Account Number:                     

        Transaction Code Number:                     

Ladies and Gentlemen:

The undersigned hereby tenders to Raven Acquisition Corp., an Oregon corporation (the “Purchaser”), and an indirect wholly owned subsidiary of Danaher Corporation, a Delaware corporation (“Danaher”), the above-described shares of common stock, without par value, and the Associated Series B No Par Preferred Shares Purchase Rights (the “Shares”), of Tektronix, Inc. an Oregon corporation (“Tektronix”), at a purchase price of $38.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2007 (the “Offer to Purchase”), and in this Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”). The undersigned understands that the Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates the right to purchase all or any portion of the Shares tendered pursuant to the Offer.

Subject to, and effective upon, acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby and any and all dividends, distributions, rights, other Shares or other securities issued, paid or distributed or issuable, payable or distributable in respect of such Shares on or after October 14, 2007 and prior to the transfer to the name of the Purchaser (or a nominee or transferee of the Purchaser) on Tektronix’s stock transfer records of the Shares tendered herewith (collectively, a “Distribution”), and appoints the Depositary the true and lawful agent, attorney-in-fact and proxy of the undersigned with respect to such Shares (and any Distribution), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Shares) to (a) deliver such Share Certificates (and any Distribution) or transfer ownership of such Shares (and any Distribution) on the account books maintained by the Book-Entry Transfer Facility, together, in either case, with appropriate evidences of transfer, to the Depositary for the account of the Purchaser, (b) present such Shares (and any Distribution) for transfer on the books of Tektronix and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any Distribution), all in accordance with the terms and subject to the conditions of the Offer.

The undersigned irrevocably appoints designees of the Purchaser as such undersigned’s agents, attorneys-in-fact and proxies, with full power of substitution, to the full extent of such shareholder’s rights with respect to the Shares (and any Distribution) tendered by such shareholder and accepted for payment by the Purchaser. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior attorneys, proxies and consents given by such shareholder with respect to such Shares (and any Distribution) will be revoked without further action, and no subsequent powers of attorney and proxies may be given nor any subsequent written consents executed (and, if given or executed, will not be deemed effective). The designees of the Purchaser will, with respect to the Shares (and Distributions) for which such appointment is effective, be empowered to exercise all voting and other rights of such shareholder as they in their sole discretion may deem proper at any annual or special meeting of Tektronix shareholders or any adjournment or postponement thereof, by written consent in

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lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon the Purchaser’s payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and all Distributions, including, without limitation, voting at any meeting of shareholders.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the undersigned’s Shares (and any Distribution) tendered hereby, and (b) when the Shares are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to the Shares (and any Distribution), free and clear of all liens, restrictions, charges and encumbrances, and the same will not be subject to any adverse claim and will not have been transferred to the Purchaser in violation of any contractual or other restriction on the transfer thereof. The undersigned, upon request, will execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any Distribution). In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance or appropriate assurance thereof, the Purchaser will be, subject to applicable law, entitled to all rights and privileges as owner of any such Distribution and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by the Purchaser, in its sole discretion.

All authority herein conferred or agreed to be conferred shall not be affected by and shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date, and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after the date that is sixty days from the date hereof pursuant to Rule 14d-5 of the Exchange Act. See Section 4 of the Offer to Purchase.

The undersigned understands that tenders of Shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions set forth in the Offer, including the undersigned’s representation that the undersigned owns the Shares being tendered.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price and/or issue or return any certificate(s) for Shares not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated herein under “Special Delivery Instructions,” please mail the check for the purchase price and/or any Share Certificate(s) not tendered or not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for the purchase price and/or any Share Certificate(s) not tendered or accepted for payment in the name of, and deliver such check and/or such Share Certificates to, the person or persons so indicated. Unless otherwise indicated herein under “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name(s) of the registered holder(s) thereof if the Purchaser does not accept for payment any of the Shares so tendered.

¨ CHECK HERE IF ANY SHARE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11.

Number of Shares represented by lost, stolen or destroyed Share Certificates:

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SPECIAL PAYMENT INSTRUCTIONS		SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)		(See Instructions 1, 5, 6 and 7)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than that designated above.		To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above.
Issue:	¨ check ¨ certificates to:	Mail:	¨ check ¨ certificates to:
Name		Name
	(Please Print)		(Please Print)
Address		Address
	(Include Zip Code)		(Include Zip Code)
	(Tax I.D. or Social Security No.) (See Substitute Form W-9)		(Tax I.D. or Social Security No.) (See Substitute Form W-9)
¨        Credit Shares tendered by book-entry transfer that are not accepted for payment to DTC to the account set forth below
	(DTC Account No.)

SIGN HERE

(and Complete Substitute Form W-9)

(Signature(s) of Stockholder(s))

Dated:                     , 2007

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by Share Certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

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Name(s)
	(Please Print)

Capacity (full title)                                                                                                                                                                                        

Address                                                                                                                                                                                                              

	(Include Zip Code)
Area Code and Telephone Number

Tax Identification or

Social Security No.                                                                                                                                                                                        

(See Substitute Form W-9)

Guarantee of Signature(s)

(See Instructions 1 and 5)

Authorized Signature
Name
	(Please Print)
Name of Firm
Address
	(Include Zip Code)
Area Code and Telephone Number

Dated:                     , 2007

SIGN HERE

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) of Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith, unless such holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions,” or (b) if such Shares are tendered for the account of a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each of the foregoing, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of this Letter of Transmittal.

2. Requirements of Tender. This Letter of Transmittal is to be completed by shareholders either if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing tendered Shares, or timely confirmation (a “Book-Entry Confirmation”) of a book-entry transfer of Shares into the Depositary’s account at the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein on or prior to the Expiration Date. Shareholders whose Share Certificates are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution; (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary on or prior to the Expiration Date; and (c) the Share Certificates (or a Book-Entry Confirmation) representing all tendered Shares in proper form for transfer, in each case, together with this Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately in multiple deliveries to the Depositary, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) must accompany each such delivery.

The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and risk of the tendering shareholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares and any other required information should be listed on a separate signed schedule attached hereto.

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4. Partial Tenders. (Not Applicable to Book-Entry Shareholders) If fewer than all the Shares evidenced by any Share Certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Number of Shares Tendered” in the “Description of Shares Tendered.” In such cases, new Share Certificates for the Shares that were evidenced by your old Share Certificates, but were not tendered by you, will be sent to you, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any of the tendered Shares are registered in different names on several Share Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Share Certificates.

If this Letter of Transmittal or any Share Certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Purchaser of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to or Share Certificates for Shares not tendered or not purchased are to be issued in the name of a person other than the registered holder(s). In such latter case, signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Share Certificate(s) listed, the Share Certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, the Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or an exemption therefrom, is submitted.

Except as otherwise provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) listed in this Letter of Transmittal.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, a person other than the signer of this Letter of Transmittal or if a check and/or such Share Certificates are to be returned to a person other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed. A Book-Entry Stockholder may request that Shares not accepted for payment be credited to such account maintained at the

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Book-Entry Transfer Facility as such Book-Entry Stockholder may designate under “Special Payment Instructions.” If no such instructions are given, such Shares not accepted for payment will be returned by crediting the account at the Book-Entry Transfer Facility designated above.

8. Waiver of Conditions. Subject to the terms and conditions of the Merger Agreement (as defined in the Offer to Purchase), the conditions of the Offer (other than the Minimum Condition, as defined in the Offer to Purchase) may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Notwithstanding the foregoing, all conditions, other than conditions subject to government approval or applicable law, will be satisfied or waived on or before the Expiration Date.

9. 28% Backup Withholding; Substitute Form W-9. Under U.S. federal income tax law, a shareholder who tenders Shares pursuant to the Offer is required to provide the Depositary with such shareholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 and to certify that the TIN provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN) or, alternatively, to establish another basis for exemption from backup withholding. If such shareholder is an individual, the TIN is his or her social security number. If the Depositary is not provided with correct information, such shareholder may be subject to penalties imposed by the Internal Revenue Service and payments that are made to such shareholder with respect to Shares pursuant to the Offer may be subject to backup withholding (see below).

A shareholder who does not have a TIN but who has applied for one or intends to apply for one in the near future should write “Applied For” in the space provided for the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the “Certificate of Awaiting Taxpayer Identification Number” below in order to avoid backup withholding. If “Applied For” is written in Part I and the Depositary is not provided with a TIN by the time of payment, the Paying Agent will withhold 28% from any payments of the purchase price to such shareholder. A tendering shareholder that is not a United States person may qualify as an exempt recipient by submitting to the Depositary a properly completed Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (which the Depositary will provide upon request) signed under penalty of perjury, attesting to that shareholder’s exempt status.

If backup withholding applies, the Depositary is required to withhold 28% of any payments to be made to the shareholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the Internal Revenue Service, provided that the shareholder furnishes the required information to the Internal Revenue Service. The Depositary cannot refund amounts withheld by reason of backup withholding.

10. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent at their respective addresses and telephone numbers set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery also may be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies.

11. Lost, Destroyed or Stolen Certificates. If any Share Certificate has been lost, destroyed or stolen, the shareholder should promptly notify Mellon Investor Services, the transfer agent, at (800) 411-7025. The shareholder then will be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed Share Certificates have been followed.

Important: This Letter of Transmittal (or a facsimile hereof), together with Share Certificates or confirmation of book-entry transfer or the notice of guaranteed delivery, and all other required documents, must be received by the Depositary on or prior to the Expiration Date.

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PAYER’S NAME: Computershare Trust Company, N.A., as Depositary

The Substitute Form W-9 BELOW must be completed and signed. PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER (“TIN”) AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING.

Substitute Form W-9 Department of the Treasury, Internal Revenue Service Payer’s Request for TIN and Certification
Name:
Business name, if different from above:
Please check the appropriate box indicating your status: ¨   Individual/Sole proprietor    ¨  Corporation    ¨  Partnership ¨   Limited liability company. Enter the tax classification (D = disregard entity, C  = corporation, P = partnership             ) ¨   Other		¨   Exempt from backupwithholding
Address (number, street, and apt. or suite no.)
City, state, and ZIP code
Part I	TIN
PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT. For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write “Applied For” in this Part I, complete the “Certificate Of Awaiting Taxpayer Identification Number” below and see Instruction 9.		Social Security Number OR Employer Identification Number
Part II	Certification
Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2)    I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3)    I am a U.S. citizen or other U.S. person (defined below). Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Sign Here	Signature of U.S. person   Ø	Date  Ø

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Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE SEE INSTRUCTION 9.

COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE

“APPLIED FOR”

INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.

	CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me will be withheld.
Sign Here	Signature of   U.S. person  Ø	Date  Ø

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The Information Agent for the Offer is:   Call Collect: (212) 929-5500
Toll Free: (800) 322-2885 Email: tenderoffer@mackenziepartners.com The Dealer Manager for the Offer is: 1585 Broadway New York, NY 10036 (877) 575-4220

October 18, 2007

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EX-99.(A)(3)

Exhibit (a)(3)

Notice of Guaranteed Delivery

to

Tender Shares of Common Stock

(including the Associated Series B No Par Preferred Shares Purchase Rights)

of

Tektronix, Inc.

to

Raven Acquisition Corp.

An indirect wholly owned subsidiary of

Danaher Corporation

(Not to be Used for Signature Guarantees)

This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Offer (as defined below) if certificates for Shares (as defined below) are not immediately available or the certificates for Shares and all other required documents cannot be delivered to Computershare Trust Company, N.A. (the “Depositary”) on or prior to the Expiration Date (as defined in the Offer to Purchase) or if the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This instrument may be transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

Computershare Trust Company, N.A.

Facsimile for Eligible Institutions:

(617) 360-6810

Confirm by Telephone:

(781) 575-2332

By Mail:	By Overnight Courier:
Computershare Trust Company, N.A.	Computershare Trust Company, N.A.
Attn: Corporate Actions	Attn: Corporate Actions
P.O. Box 43011	250 Royall Street
Providence, RI 02940-3011	Canton, MA 02021

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via facsimile transmission other than as set forth above will not constitute a valid delivery to the Depositary.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.

The guarantee on the reverse side must be completed.

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Ladies and Gentlemen:

The undersigned hereby tender(s) to Raven Acquisition Corp., an Oregon corporation and an indirect wholly owned subsidiary of Danaher Corporation, a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, without par value, including the Associated Series B No Par Preferred Shares Purchases Rights (the “Shares”), of Tektronix, Inc., an Oregon corporation, indicated below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Tendered Shares:

Certificate No.(s) (if available):

Check box if Shares will be tendered by book-entry transfer: ¨

Name of Tendering Institution:

Dated:                     , 2007

Name(s) of Record Holder(s):

(Please Print)

Address(es):

(Zip Code)

Area Code and Telephone No.(s):

SIGN HERE

Signature(s):

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GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm that is a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”) and the New York Stock Exchange Medallion Signature Program (“MSP”) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), guarantees to deliver to the Depositary either the certificates evidencing all tendered Shares, in proper form for transfer, or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares, in either case, together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three New York Stock Exchange trading days after the date hereof.

The eligible guarantor institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and Share Certificates to the Depositary within the time period indicated herein. Failure to do so may result in financial loss to such eligible guarantor institution.

Name of Firm:                                                                                                                             

(Authorized Signature)

Address:                                                                                                                                        

(Zip Code)

Title:                                                                                                                                               

Name:                                                                                                                                            

(Please Print or Type)

Area Code and Telephone No.:                                                                                             

Dated:                     , 2007

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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EX-99.(A)(4)

Exhibit (a)(4)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

(including the Associated Series B No Par Preferred Shares Purchase Rights)

of

Tektronix, Inc.

by

Raven Acquisition Corp.

An indirect wholly owned subsidiary

of

Danaher Corporation

at $38.00 Net Per Share in Cash

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 15, 2007, UNLESS THE OFFER IS EXTENDED.

October 18, 2007

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been appointed by Raven Acquisition Corp., an Oregon corporation (the “Purchaser”) and an indirect wholly owned subsidiary of Danaher Corporation, a Delaware corporation (“Danaher”), to act as Information Agent in connection with the Purchaser’s offer to purchase for cash all the outstanding shares of common stock, without par value and associated Series B No Par Preferred Shares Purchase Rights (the “Shares”), of Tektronix, Inc., an Oregon corporation (“Tektronix”), at a purchase price of $38.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”) enclosed herewith. Holders of Shares whose certificates for such Shares (the “Share Certificates”) are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary (as defined herein) on or prior to the Expiration Date (as defined in the Offer to Purchase), or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

1. The Offer to Purchase, dated October 18, 2007.

2. The Letter of Transmittal to tender Shares for your use and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to tender Shares.

3. The Notice of Guaranteed Delivery for Shares to be used to accept the Offer if Share Certificates are not immediately available or if such certificates and all other required documents cannot be delivered to Computershare Trust Company, N.A. (the “Depositary”) on or prior to the Expiration Date or if the procedure for book-entry transfer cannot be completed by the Expiration Date.

4. The letter to shareholders of Tektronix from Richard H. Wills, the President and Chief Executive Officer of Tektronix, accompanied by Tektronix’s Solicitation/Recommendation Statement on Schedule 14D-9.

5. A printed form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.

6. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

7. A return envelope addressed to the Depositary.

Your prompt action is requested. We advise you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights expire at 11.59 p.m., New York City time, on Thursday, November 15, 2007, unless the Offer is extended.

The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the expiration of the Offer a number of Shares which represents at least a majority of the outstanding Shares on a fully diluted basis on the date of purchase (excluding any Shares issuable upon conversion of the Tektronix Convertible Notes), and (2) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or under any material applicable foreign statutes or regulations having expired or been terminated.

The Board of Directors of Tektronix has unanimously adopted the Merger Agreement and approved the transactions contemplated thereby, including the Offer and the Merger, and determined that the terms of the Offer and the Merger are fair to, and in the best interests of, holders of Shares and recommends that holders of Shares tender their Shares to the Purchaser pursuant to the Offer.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 14, 2007, among Danaher, the Purchaser and Tektronix (as it may be amended or supplemented from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things, for the making of the Offer by Purchaser, and further provides that, following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the Oregon Business Corporation Act (the “OBCA”), the Purchaser will be merged with and into Tektronix (the “Merger”). Following the effective time of the Merger (the “Effective Time”), Tektronix will continue as the surviving corporation and become an indirect wholly owned subsidiary of Danaher and the separate corporate existence of the Purchaser will cease.

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (1) any Shares held by Danaher or the Purchaser, which Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto, (2) any Shares held by shareholders who have properly exercised dissenters’ rights, if any, under the OBCA with respect to the Merger) and (3) any Shares held by any wholly owned subsidiary of Danaher (other than the Purchaser), the Purchaser or Tektronix, which Shares shall remain outstanding except that the number of such Shares shall be appropriately adjusted in the Merger) will, by virtue of the Merger and without any action on the part of holders of Shares, be converted into the right to receive in cash the per Share price paid in the Offer, payable to the holder thereof, without interest, upon surrender of the Share Certificate formerly representing such Share, less any required withholding taxes.

In order to take advantage of the Offer, (1) a duly executed and properly completed Letter of Transmittal (or a facsimile thereof) and any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and other required documents should be sent to the Depositary, and (2) either Share Certificates representing the tendered Shares should be delivered to the

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Depositary or such Shares should be tendered by book-entry transfer and a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares should be delivered to the Depositary, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase.

Holders of Shares whose Share Certificates are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the expiration date of the Offer, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

The Purchaser will not pay any commissions or fees to any broker, dealer or other person (other than the Depositary and MacKenzie Partners, Inc. (the “Information Agent”) (as described in the Offer to Purchase)) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. The Purchaser will pay or cause to be paid any stock transfer taxes payable on the transfer of Shares to it, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

Inquiries you may have with respect to the Offer should be addressed to the undersigned, at the address and telephone number set forth on the back cover of the Offer to Purchase. Additional copies of the enclosed materials may be obtained from the undersigned.

Very truly yours,

MACKENZIE PARTNERS, INC.

Nothing contained herein or in the enclosed documents shall constitute you or any other person, the agent of the Purchaser, Danaher, the Depositary or the Information Agent, or any affiliate of any of them, or authorize you or any other person to make any statement or use any document on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

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EX-99.(A)(5)

Exhibit (a)(5)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

(including the Associated Series B No Par Preferred Shares Purchase Rights)

of

Tektronix, Inc.

by

Raven Acquisition Corp.

An indirect wholly owned subsidiary

of

Danaher Corporation

at $38.00 Net Per Share in Cash

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 15, 2007, UNLESS THE OFFER IS EXTENDED.

October 18, 2007

To Our Clients:

Enclosed for your consideration is an Offer to Purchase dated October 18, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal, relating to an offer by Raven Acquisition Corp., an Oregon corporation (the “Purchaser”) and an indirect wholly owned subsidiary of Danaher Corporation, a Delaware corporation (“Danaher”), to purchase all of the outstanding shares of common stock, without par value (the “Shares”), of Tektronix, Inc., an Oregon corporation (“Tektronix”), at a purchase price of $38.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”) enclosed herewith. Holders of Shares whose certificates for such Shares (the “Share Certificates”) are not immediately available or who cannot deliver their Share Certificates and all other required documents to Computershare Trust Company, N.A., (the “Depositary”), on or prior to the Expiration Date (as defined in the Offer to Purchase), or who cannot complete the procedure for delivery by book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

We are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish to have us tender on your behalf any or all of such Shares held by us for your account, pursuant to the terms and subject to the conditions set forth in the Offer to Purchase.

Your attention is directed to the following:

1. The Offer price is $38.00 per Share, net to the seller in cash, without interest thereon.

2. The Offer is made for all of the outstanding Shares.

3. The Board of Directors of Tektronix has unanimously adopted the Merger Agreement (as defined herein) and approved the transactions contemplated thereby, including the Offer and the Merger (as defined herein), and determined that the terms of the Offer and the Merger are fair to, and in the best interests of, holders of Shares, and recommends that holders of Shares tender their Shares to the Purchaser pursuant to the Offer.

4. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 14, 2007, among Danaher, the Purchaser, and Tektronix (as it may be amended or supplemented from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things, for the making of the Offer by the Purchaser, and further provides that, following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the Oregon Business Corporation Act (the “OBCA”), the Purchaser will be merged with and into Tektronix (the “Merger”). Following the effective time of the Merger (the “Effective Time”), Tektronix will continue as the surviving corporation and become an indirect wholly owned subsidiary of Danaher and the separate corporate existence of the Purchaser will cease. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (1) any Shares held by Danaher or the Purchaser, which Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto, (2) any Shares held by shareholders who have properly exercised dissenters’ rights, if any, under the OBCA with respect to the Merger) and (3) any Shares held by any wholly owned subsidiary of Danaher (other than the Purchaser), the Purchaser or Tektronix, which Shares shall remain outstanding except that the number of such Shares shall be appropriately adjusted in the Merger) will, by virtue of the Merger and without any action on the part of the holders of the Shares, be converted into the right to receive in cash the per Share price paid in the Offer, payable to the holder thereof, without interest, upon surrender of the Share Certificate, less any required withholding taxes.

5. The Offer and withdrawal rights will expire at 11:59 p.m., New York City time, on Thursday, November 15, 2007, unless the Offer is extended.

6. Tendering shareholders will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares pursuant to the Offer.

7. The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the Expiration Date a number of Shares which (including any other Shares, directly or indirectly, owned by Danaher) represents at least a majority of the total number of outstanding Shares on a fully diluted basis on the date of purchase (excluding any Shares issuable upon conversion of the Tektronix Convertible Notes) (the “Minimum Condition”), and (2) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or under any material applicable foreign statutes or regulations having expired or been terminated.

The Offer is being made solely by the Offer to Purchase and the related Letter of Transmittal, and is being made to all holders of Shares. The Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, the Purchaser will make a good faith effort to comply with any such state statute. If, after such good faith effort, the Purchaser cannot comply with such state statute, the Offer will not be made to nor will tenders be accepted from or on behalf of the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

If you wish to have us tender any or all of the Shares held by us for your account, please instruct us by completing, executing and returning to us the instruction form contained in this letter. If you authorize a tender of your Shares, all such Shares will be tendered unless otherwise specified in such instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf on or prior to the expiration of the Offer.

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Instructions with Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock

(including the Associated Series B No Par Preferred Shares Purchase Rights)

of

Tektronix, Inc.

by

Raven Acquisition Corp.

An indirect wholly owned subsidiary

of

Danaher Corporation

The undersigned acknowledge(s) receipt of your letter enclosing the Offer to Purchase dated October 18, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal, pursuant to an offer by Raven Acquisition Corp., an Oregon corporation (the “Purchaser”) and an indirect wholly owned subsidiary of Danaher Corporation, a Delaware corporation, to purchase all outstanding shares of common stock, without par value, including the Associated Series B No Par Preferred Shares Purchase Rights (the “Shares”), of Tektronix, Inc., an Oregon corporation, at a purchase price of $38.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.

This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal furnished to the undersigned.

Number of Shares to be Tendered*

Dated:                     , 2007

SIGN HERE

Signature(s)

Please Print

Address

Area Code and Tel

Tax Identification, or Social Security Number(s)

* Unless otherwise indicated, it will be assumed that all of your Shares held by us for your account are to be tendered.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined herein). The Offer (as defined in the Letter of Transmittal) is made solely by the Offer to Purchase dated October 18, 2007, and the related Letter of Transmittal, and any amendments thereto, and is being made to all holders of Shares. The Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer, the Purchaser will make a good faith effort to comply with such statute. If, after such good faith effort, the Purchaser cannot comply with such state statute, the Offer will not be made to nor will tenders be accepted from or on behalf of the holders of Shares in such state. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

EX-99.(A)(6)

Exhibit (a)(6)

DHR To Acquire Tektronix, Inc. For $38.00 Per Share, Or $2.8 Billion

• Tektronix Board of Directors unanimously recommends acceptance of all-cash offer

• Addition of Tektronix would significantly expand Danaher’s leading global position in Electronic Test

Washington, D.C. and Beaverton, Ore., October 15, 2007—Danaher Corporation (NYSE: DHR) and Tektronix, Inc. (NYSE: TEK) today announced they have reached a definitive agreement under which Danaher will make a cash tender offer to acquire all of the outstanding common shares of Tektronix for $38.00 per share. The aggregate purchase price is approximately $2.8 billion, including debt, transaction costs and net of cash acquired.

The Board of Directors of Tektronix has unanimously recommended that Tektronix shareholders accept and tender their shares into the offer, which represents a premium of approximately 34% to Tektronix’s closing price on October 12, 2007. The offer is subject to customary conditions, including tender of a majority of the outstanding shares into the offer (on a fully diluted basis but excluding any shares issuable pursuant to the Tektronix Notes), regulatory approvals, and the absence of a material adverse change with respect to Tektronix. The transaction is expected to be completed in the fourth quarter of 2007.

With annual revenues of approximately $1.1 billion, Tektronix is a leading supplier of test, measurement, and monitoring products enabling the design, manufacture, and management of next-generation global communications networks, computing and advanced technologies. Tektronix’s products and solutions address the needs of industry leaders in the communications, computer, semiconductor and consumer electronics — as well as military/aerospace, education and a broad range of other industries. Tektronix would become part of Danaher’s Electronic Test platform, joining Danaher’s Fluke and Fluke Networks businesses, and nearly doubling the platform’s revenues. The combined brands are some of the most highly recognized in each of their respective product segments.

Danaher’s President and CEO, H. Lawrence Culp, Jr., said, “With its well recognized brand, significant global reach and broad based expertise in providing solutions for end-users in research and product development for high-growth industries we believe Tektronix provides an excellent complement to our existing Electronic Test business. We have long admired Tektronix’s product innovation and excellent reputation. Through the application of the Danaher Business System we believe we can continue to deliver strong results in our established businesses and look at attractive adjacent markets for future growth opportunities. We are very pleased to welcome Tektronix’s management team and associates to Danaher.”

Richard H. Wills, Chairman of the Board, President and Chief Executive Officer of Tektronix, said, “The combination of Danaher and Tektronix enables us to leverage each other’s strengths and build on our commitment to long-term growth, innovation and continuous productivity improvement. We believe this is a compelling transaction for Tektronix shareholders and that the combined efforts of Danaher and Tektronix will extend the leadership position we have built in our served markets throughout the world.”

The transaction will be a “fundamental change” under the terms of the indenture governing Tektronix’s $345 million aggregate principal amount 1.625% Senior Convertible Notes due 2012, which will entitle the noteholders to convert their notes into a cash amount based on the value of a certain number of common shares to be determined by a formula set forth in the indenture.

Danaher and Tektronix will hold a conference call today at 9:00 a.m. EDT to discuss this transaction. The U.S. dial-in number is 888-204-4519; the international dial-in number is 913-312-9330; with reference ID Code 9416681. A telephone replay will be available by dialing 888-203-1112 in the US; and 719-457-0820 internationally; with ID Code 9416681. The replay will be available through October 22, 2007. The conference call and replay will also be available via webcast in the Investor section of www.danaher.com and www.tektronix.com.

Danaher 3rd Quarter Outlook

Danaher also announced today that adjusted earnings per share for the third quarter of 2007 are anticipated to be at, or slightly above, the high end of the previously communicated range of $0.92 to 0.97 per share before the impact of approximately $0.04 per share from certain favorable tax items and a lower tax rate that the Company expects to record during the quarter.

About Danaher

Danaher Corporation is a leading manufacturer of Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools and Components www.danaher.com.

About Tektronix

Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries — as well as military/aerospace, semiconductor, and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, advanced and pervasive technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’s Web address is www.tektronix.com.

NOTICE TO INVESTORS: This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Tektronix common stock described in this press release has not commenced. At the time the offer is commenced an indirect, wholly-owned subsidiary of Danaher will file a tender offer statement on Schedule TO with the Securities and Exchange Commission and Tektronix will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Tektronix security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.

Statements in this document that are not strictly historical, including statements regarding Danaher’s expected results for the third quarter of 2007, the proposed acquisition of Tektronix, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, the conversion of Tektronix’s convertible notes, future opportunities for the combined company and any other statements about managements’ future expectations, beliefs, goals, plans or prospects, may constitute forward looking statements. There are a number of risks and uncertainties that could cause actual results or events to differ materially from those suggested or indicated by such forward looking statements, including: conditions affecting the industries in which Tektronix operates; the uncertainty of regulatory approvals; the parties’ ability to satisfy the tender offer and merger agreement conditions and consummate the transaction; Danaher’s ability to successfully integrate Tektronix’s operations and employees with Danaher’s existing business; the ability to realize anticipated synergies and cost savings; and the other factors described in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2006 and other SEC filings of Danaher as well as the SEC filings of Tektronix, including Tektronix’s Annual Report on Form 10-K for the year ended May 26, 2007 and Tektronix’s Quarterly Report on Form 10-Q for the quarter ended September 1, 2007. These forward-looking statements speak only as of the date of this release and neither Danaher nor Tektronix intends to update any forward looking statement except as required by law.

EX-99.(A)(7)

Exhibit (a)(7)

GUIDELINES FOR CERTIFICATION OF

TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:	Give the name and social security number of—	For this type of account:	Give the name and employer identification number of—
1. Individual	The individual	6. Disregarded entity not owned by individual	The owner
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1	7. A valid trust, estate, or pension trust 8. Corporate or LLC electing corporate status on Form 8832 9. Association, club, religious, charitable, educational, or other tax-exempt organization	The legal entity4 The corporation The organization
3. Custodian account of a minor (Uniform Gift to Minors Act)	The minor2	10. Partnership or multi-member LLC	The partnership
4. a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1	11. A broker or registered nominee	The broker or nominee
b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or disregarded entity owned by an individual	The actual owner1 The owner3	12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s social security number.

³ You must show your individual name, but you may also enter your business or “doing business as” name on the second name line. You may use either your social security number or your employer identification number (if you have one).

⁴ List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/business and clicking on Employee Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

Limited liability companies (LLCs). Check the “Limited liability company” box and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.

For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line.

For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade or “doing business as” name on the “Business name” line.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding include:

1. An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).

2. The United States or any of its agencies or instrumentalities.

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

4. A foreign government or any of its political subdivisions, agencies or instrumentalities.

5. An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:

6. A corporation.

7. A foreign central bank of issue.

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

9. A futures commission merchant registered with the Commodity Futures Trading Commission.

10. A real estate investment trust.

11. An entity registered at all times during the tax year under the Investment Company Act of 1940.

12. A common trust fund operated by a bank under Section 584(a).

13. A financial institution.

14. A middleman known in the investment community as a nominee or custodian.

15. A trust exempt from tax under Section 664 or described in Section 4947.

2

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for ...	THEN the payment is exempt for ...
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding” box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.

Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return and may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia and U.S. possessions to carry

out their tax laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws or to Federal law enforcement and intelligence agencies and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

3

EX-99.(A)(8)

Exhibit (a)(8)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated October 18, 2007, and the related Letter of Transmittal, and any amendments thereto, and is being made to all holders of Shares. The Purchaser (as defined below) is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer, the Purchaser will make a good faith effort to comply with such statute. If, after such good faith effort, the Purchaser cannot comply with such state statute, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of Shares in such state. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock

(including the Associated Preferred Share Purchase Rights)

of

TEKTRONIX, INC.

at

$38.00 Net per Share in Cash

by

RAVEN ACQUISITION CORP.

an indirect wholly owned subsidiary of

DANAHER CORPORATION

Raven Acquisition Corp., an Oregon corporation (the “Purchaser”) and an indirect wholly owned subsidiary of Danaher Corporation, a Delaware corporation (“Danaher”), hereby offers to purchase all of the outstanding shares of common stock, without par value (together with the associated Series B No Par Preferred Shares Purchase Rights, the “Shares”), of Tektronix, Inc., an Oregon corporation (“Tektronix”), at a purchase price of $38.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 18, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”). Tendering shareholders who have Shares registered in their names and who tender directly to Computershare Trust Company, N.A. (the “Depositary”) will not be charged brokerage fees or commissions. Shareholders who hold their shares through a broker or bank should consult such institution as to whether it charges any such fees or commissions. Danaher or Purchaser will pay all charges and expenses of MacKenzie Partners, Inc., which is acting as Information Agent for the Offer (the “Information Agent”), and the Depositary incurred in connection with the Offer.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 15, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE OF THE OFFER A NUMBER OF SHARES WHICH REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES (INCLUDING ANY OTHER SHARES, DIRECTLY OR INDIRECTLY, OWNED BY DANAHER) ON A FULLY-DILUTED BASIS ON THE DATE OF

PURCHASE (BUT EXCLUDING ANY SHARES ISSUABLE UPON CONVERSION OF TEKTRONIX’S CONVERTIBLE NOTES) (THE “MINIMUM CONDITION”), AND (2) ANY APPLICABLE WAITING PERIODS UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, OR UNDER ANY MATERIAL APPLICABLE FOREIGN STATUTES OR REGULATIONS HAVING EXPIRED OR BEEN TERMINATED. THE OFFER IS ALSO SUBJECT TO OTHER CONDITIONS SET FORTH IN SECTION 14 OF THE OFFER TO PURCHASE TITLED “CONDITIONS OF THE OFFER”.

The purpose of the Offer is to acquire control of, and the entire equity interest in, Tektronix. As promptly as practicable following consummation of the Offer and after satisfaction or waiver of all conditions to the Merger (as defined below) set forth in the Merger Agreement (as defined below), the Purchaser intends to acquire the remaining equity interest in Tektronix not acquired in the Offer by consummating the Merger.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of October 14, 2007, among Danaher, the Purchaser and Tektronix (the “Merger Agreement”). The Merger Agreement provides, among other things, for the making of the Offer by the Purchaser, and further provides that, following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Oregon Business Corporation Act (“OBCA”), the Purchaser will be merged with and into Tektronix (the “Merger”). Following the effective time of the Merger (the “Effective Time”), Tektronix will continue as the surviving corporation (the “Surviving Corporation”) and become an indirect wholly owned subsidiary of Danaher, and the separate corporate existence of the Purchaser will cease. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (1) any Shares held by Danaher or the Purchaser, which Shares, by virtue of the Merger and without any action on the part of the holder of those shares, will be canceled and retired and will cease to exist with no payment being made with respect thereto, (2) any Shares held by a holder who has not voted in favor of the Merger or consented in writing and who is entitled to dissenter’s rights, if any, with respect to the Merger and has demanded appraisal for those shares in accordance with the OBCA, and (3) any Shares held by any wholly owned subsidiary of Danaher (other than the Purchaser), the Purchaser or Tektronix, which Shares shall remain outstanding except that the number of such Shares shall be appropriately adjusted in the Merger), will, by virtue of the Merger and without any action on the part of the holders of the Shares be converted into the right to receive in cash the per Share price paid in the Offer, payable to the holder thereof, without interest, upon surrender of the certificate formerly representing such Shares, less any required withholding taxes. The Merger Agreement is more fully described in Section 11 of the Offer to Purchase.

THE BOARD OF DIRECTORS OF TEKTRONIX HAS UNANIMOUSLY APPROVED AND ADOPTED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF THE SHARES, AND RECOMMENDS THAT HOLDERS OF SHARES TENDER THEIR SHARES TO THE PURCHASER PURSUANT TO THE OFFER.

For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from the Purchaser and transmitting such payments to shareholders whose Shares have been accepted for payment. Under no circumstances will interest on the purchase price for Shares be paid by the Purchaser, regardless of any extension of the Offer or any delay in making such payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (1) certificates representing such Shares, or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (2) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any

required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry transfer, and (3) any other documents required by the Letter of Transmittal.

Subject to the provisions of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), the Purchaser reserves the right, in its sole discretion, to waive any or all conditions to the Offer (other than the Minimum Condition) and to make any other changes in the terms and conditions of the Offer. In accordance with Exchange Act Rule 14d-11 and the Merger Agreement, the Purchaser expressly reserves the right to provide a subsequent offering period of at least three business days (as such term is defined under Exchange Act Rule 14d-1(g)(3)) up to a maximum period, including extensions, of twenty business days (as such term is defined under Exchange Act Rule 14d-1(g)(3)) following the Expiration Date. If included, a subsequent offering period would be an additional period of time, following the expiration of the Offer and the purchase of Shares in the Offer, during which shareholders may tender any Shares not tendered in the Offer. A subsequent offering period, if one is included, would not be an extension of the Offer, which already would have been completed.

Subject to the provisions of the Merger Agreement and the applicable rules and regulations of the SEC, the Purchaser expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 14 of the Offer to Purchase have occurred or have been determined by the Purchaser to have occurred, to (1) extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares, by giving oral or written notice of such extension to the Depositary, and (2) amend the Offer in any respect permitted by the Merger Agreement by giving oral or written notice of such amendment to the Depositary; provided, however, that in the event that (a) the required waiting periods under U.S. federal antitrust laws or under material applicable foreign statutes or regulations have not expired or been terminated, the Purchaser is required under the Merger Agreement to extend the Offer until the expiration or termination of the applicable waiting periods under the U.S. federal antitrust laws or any other material applicable foreign statutes or regulations or until the End Date (as defined in the Merger Agreement) and (b) as long as the Tektronix Board continues to recommend the offer if at any Expiration Date, any of the conditions to the Offer described in Section 14 have not been satisfied or waived, the Purchaser is required to extend the offer for periods of not more than five business days each until December 14, 2007. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to your right to withdraw Shares.

Any extension, delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement thereof to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder’s Shares. “Expiration Date” means 11:59 p.m., New York City time, on Thursday, November 15, 2007, unless the Purchaser, in its sole discretion (but subject to the terms and conditions of the Merger Agreement), has extended the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended by the Purchaser, will expire.

Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date, and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after the date that is sixty days from the date hereof. For a withdrawal to be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Shares. If certificates for the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of the certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase) unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the

name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in the second sentence of this paragraph. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding. None of the Purchaser, Danaher, any of their affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in Section 3 of the Offer to Purchase. No withdrawal rights apply to Shares tendered in a subsequent offering period and no withdrawal rights apply during the subsequent offering period with respect to Shares tendered in the Offer and accepted for payment.

The information required to be disclosed by Rule 14d-6(d)(1) of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

Tektronix has provided the Purchaser with Tektronix’s shareholder list and security position listing for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal and, if required, other relevant materials will be mailed by the Purchaser to record holders of Shares and furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

Questions and requests for assistance may be directed to the Information Agent as set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal and all other tender offer materials may be directed to the Information Agent, and copies will be furnished promptly at the Purchaser’s expense. The Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent and the Depositary) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:	MacKenzie Partners, Inc.
	105 Madison Avenue New York, NY 10016 (212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885 Email: tenderoffer@mackenziepartners.com
The Dealer Manager for the Offer is:	Morgan Stanley
	1585 Broadway New York, NY 10036 (877) 575-4220

EX-99.(D)(1)

Exhibit (d)(1)

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

Dated as of October 14, 2007

by and among

DANAHER CORPORATION,

RAVEN ACQUISITION CORP.

and

TEKTRONIX, INC.

TABLE OF CONTENTS

		Page
ARTICLE ONE
THE OFFER
Section 1.1	The Offer	2
Section 1.2	Company Actions	3
Section 1.3	Directors	4
Section 1.4	Top-Up Option	5
ARTICLE TWO
THE MERGER
Section 2.1	The Merger	6
Section 2.2	Effective Time	6
Section 2.3	Effects of the Merger	6
Section 2.4	Articles of Incorporation and Bylaws of the Surviving Corporation	6
Section 2.5	Directors	6
Section 2.6	Officers	6
Section 2.7	Conversion of Common Shares	6
Section 2.8	Conversion of Purchaser Common Stock	7
Section 2.9	Company Stock Options; Company RSUs; Company Restricted Shares; ESPP	7
Section 2.10	Shareholders’ Meeting	9
Section 2.11	Merger Without Meeting of Shareholders	10
ARTICLE THREE
DISSENTING SHARES; PAYMENT FOR SHARES
Section 3.1	Dissenting Shares	10
Section 3.2	Payment for Common Shares	10
Section 3.3	No Liability	11
Section 3.4	Investment of Exchange Fund	11
Section 3.5	Certificates; Withholding; Lost Certificates	12
Section 3.6	Adjustments to Prevent Dilution	12
ARTICLE FOUR
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 4.1	Organization and Qualification	12
Section 4.2	Capitalization	13
Section 4.3	Authority Relative to this Agreement and Related Matters	14
Section 4.4	No Conflict; Required Filings and Consents	15
Section 4.5	SEC Reports and Financial Statements	15
Section 4.6	Undisclosed Liabilities; Absence of Certain Changes	17
Section 4.7	Environmental Matters	17
Section 4.8	Compliance with Applicable Laws	19
Section 4.9	Material Contracts	20
Section 4.10	Litigation	21
Section 4.11	Information	22
Section 4.12	Employee Benefit Plans	22
Section 4.13	Labor Matters	24
Section 4.14	Intellectual Property	25
Section 4.15	Taxes	26

i

		Page
Section 4.16	Insurance	28
Section 4.17	Relationships with Customers, Suppliers, Distributors and Sales Representatives	28
Section 4.18	Rights Agreement	28
Section 4.19	Product Liability	28
Section 4.20	Brokers	28
Section 4.21	Opinion of Financial Advisor	28
Section 4.22	Property	29
Section 4.23	Affiliate Transactions	29
Section 4.24	Assets	29
Section 4.25	Government Contracts	29
Section 4.26	14d-10(d)	29
ARTICLE FIVE
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER
Section 5.1	Organization and Qualification	30
Section 5.2	Authority Relative to this Agreement	30
Section 5.3	No Conflict; Required Filings and Consents	30
Section 5.4	Information	31
Section 5.5	The Purchaser	31
Section 5.6	Cash Availability	31
ARTICLE SIX
COVENANTS
Section 6.1	Conduct of Business of the Company	31
Section 6.2	No Solicitation	34
Section 6.3	Access to Information; Confidentiality	36
Section 6.4	Reasonable Best Efforts	37
Section 6.5	Public Announcements	38
Section 6.6	Indemnification; Insurance	38
Section 6.7	Notification of Certain Matters	39
Section 6.8	Rights Agreement	39
Section 6.9	State Takeover Laws	39
Section 6.10	Parent Agreement Concerning Purchaser	40
Section 6.11	Rule 16b-3 Actions	40
Section 6.12	Company Subsidiaries	40
Section 6.13	Conveyance Taxes; Tax Cooperation	40
Section 6.14	Standstill Agreements; Confidentiality Agreements	40
Section 6.15	Employee Benefit Plans and Agreements	40
Section 6.16	Cooperation	42
ARTICLE SEVEN
CONDITIONS TO CONSUMMATION OF THE MERGER
Section 7.1	Conditions	42

ii

		Page
ARTICLE EIGHT
TERMINATION; AMENDMENTS; WAIVER
Section 8.1	Termination	43
Section 8.2	Effect of Termination	44
Section 8.3	Fees and Expenses	44
Section 8.4	Amendment	45
Section 8.5	Extension; Waiver	45
ARTICLE NINE
MISCELLANEOUS
Section 9.1	Non-Survival of Representations and Warranties	46
Section 9.2	Entire Agreement; Assignment	46
Section 9.3	Severability	46
Section 9.4	Notices	46
Section 9.5	Governing Law; Jurisdiction	47
Section 9.6	Descriptive Headings; Interpretation	47
Section 9.7	Counterparts	47
Section 9.8	Parties in Interest	47
Section 9.9	Certain Definitions	48
Section 9.10	Enforcement; Forum; Waiver of Jury Trial	50

iii

Index of Defined Terms

Term	Section Reference
2007 Financial Statements	Section 9.9(a)
409A Authorities	Section 4.12(o)
Acceptance Date	Section 1.4(a)
Additional Cashout Options	Section 2.9(a)
Affiliate	Section 9.9(b)
Agreement	Preamble
AJCA	Section 4.12(o)
Arrangements	Section 4.26
Articles of Merger	Section 2.2
Assets	Section 4.24
Bid	Section 9.9(c)
Business Day	Section 9.9(d)
Cashout Company Stock Option	Section 2.9(a)
Cashout Company Restricted Share Award	Section 2.9(c)
CERCLA	Section 4.7(f)(i)
Certificates	Section 3.2(a)
Change in the Company Recommendation	Section 6.2(c)
Closing	Section 2.1
Code	Section 9.9(e)
Common Shares	Recitals
Company	Preamble
Company Balance Sheet	Section 4.6(a)
Company Board	Recitals
Company Director; Company Directors	Section 1.3(a)
Company Disclosure Schedule	Section 9.9(f)
Company Employees	Section 6.15(a)
Company Material Contracts	Section 4.9(a)
Company Property	Section 4.7(f)(ii)
Company Recommendation	Section 1.2(a)
Company Restricted Share	Section 2.9(c)
Company RSU	Section 2.9(c)
Company SEC Reports	Section 4.5(a)
Company Shareholder Approval	Section 4.3
Company Stock Option	Section 2.9(a)
Company Stock Plan; Company Stock Plans	Section 2.9(a)
Company Violation	Section 4.4(a)
Confidentiality Agreement	Section 6.3
Consent	Section 4.4(b)
Contaminant	Section 4.7(f)(iii)
Controlled Group Liability	Section 9.9(g)
Covered Securityholders	Section 4.26

iv

Term	Section Reference
Deferred Equity Units	Section 2.9(g)
Dissenting Shares	Section 3.1
Effective Time	Section 2.2
Employee Benefit Arrangement	Section 6.1(b)(vi)(F)
Employment Agreement	Section 9.9(h)
End Date	Section 8.1(c)
Environmental Law	Section 4.7(f)(iv)
ERISA	Section 9.9(i)
ERISA Affiliate	Section 9.9(j)
ESPP	Section 2.9(h)
Exchange Act	Section 1.1(a)
Exchange Fund	Section 3.2(a)
Exchange Ratio	Section 2.9(f)
Expense Fee	Section 8.3(b)
Expenses	Section 8.3(b)
Expiration Date	Section 1.1(b)
Export Approvals	Section 4.8(c)(i)
Export Control Laws	Section 4.8(c)
GAAP	Section 4.5(a)
Government Contract	Section 9.9(k)
Governmental Entity	Section 4.4(b)
Governmental Permits	Section 9.9(l)
HSR Act	Section 4.4(b)
Indebtedness	Section 4.9(c)
Indemnified Parties	Section 6.6(a)
Instruments of Indebtedness	Section 4.9(a)
INET Stock Plan	Section 2.9(a)
Intellectual Property	Section 4.14(b)
IRS	Section 4.12(b)
knowledge	Section 9.9(m)
Law	Section 4.4(a)
Licensed Intellectual Property	Section 4.14(b)
Liens	Section 4.2(b)
Longer Term Company Stock Option	Section 2.9(a)
Longer Term Restricted Share Award	Section 2.9(c)
made available	Section 9.9(n)
Material Adverse Effect	Section 9.9(o)
Material Employment Agreement	Section 9.9(p)
Merger	Recitals
Merger Agreement	Annex I
Merger Price	Section 2.7
Minimum Condition	Annex I
Multiemployer Plan	Section 4.12(g)
Multiple Employer Plan	Section 4.12(g)
NASDAQ	Annex I

v

Term	Section Reference
New Plans	Section 6.15(b)
Nonqualified Deferred Compensation Plan	Section 4.12(o)
Non-Qualified Account Plans	Section 2.9(g)
Notes	Section 4.2(a)
Notes Disclosure Package	Section 4.5(b)
Notes Registration Rights Agreement	Section 6.16
Notes Hedge and Warrant Transactions	Section 6.16
NYSE	Section 1.1(b)
OBCA	Recitals
Offer	Recitals
Offer Documents	Section 1.1(a)
Offer Price	Recitals
OSHA	Section 9.9(q)
Other Filings	Section 4.11
Owned Intellectual Property	Section 4.14(a)
Parent	Preamble
Parent Board	Recitals
Parent Common Stock	Section 2.9(b)
Parent Share Price	Section 2.9(f)
Parent Representatives	Section 6.3
Parent Violation	Section 5.3(a)
Paying Agent	Section 3.2(a)
Permitted Lien	Section 9.9(r)
Person	Section 9.9(s)
Plan	Section 9.9(t)
Preferred Shares	Section 4.2(a)
Proxy Statement	Section 2.10(a)(ii)
Purchaser	Preamble
Purchaser Board	Recitals
Qualified Plans	Section 4.12(c)
RCRA	Section 4.7(f)(v)
Release	Section 4.7(f)(vi)
Rights	Recitals
Rights Agreement	Recitals
Rollover Company Stock Option	Section 2.9(b)
Rollover Company Restricted Share	Section 2.9(e)
Rollover Company RSU	Section 2.9(d)
Sarbanes-Oxley Act of 2002	Section 4.5(c)
Schedule 14D-9	Section 1.2(a)
SEC	Section 1.1(a)
Securities Act	Section 4.5(a)
Special Meeting	Section 2.10(a)(i)
Spread	Section 2.9(a)

vi

Term	Section Reference
Subsidiary	Section 9.9(u)
Superior Proposal	Section 6.2(b)
Surviving Corporation	Section 2.1
Takeover Laws	Recitals
Takeover Proposal	Section 6.2(a)
Tax; Taxes	Section 4.15(b)
Tax Return	Section 4.15(b)
Tender Offer Conditions	Section 1.1(b)
Termination Fee	Section 8.3(b)
Top-Up Option	Section 1.4(a)
Top-Up Option Shares	Section 1.4(a)
Voting Debt	Section 4.2(a)
Withdrawal Liability	Section 9.9(v)

vii

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 14, 2007, by and among Danaher Corporation, a Delaware corporation (“Parent”), Raven Acquisition Corp., an Oregon corporation and an indirect wholly owned subsidiary of Parent (the “Purchaser”), and Tektronix, Inc. an Oregon corporation (the “Company”).

WHEREAS, the respective Boards of Directors of Parent (the “Parent Board”), the Purchaser (the “Purchaser Board”) and the Company (the “Company Board”) have unanimously approved the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, pursuant to this Agreement the Purchaser has agreed to commence a tender offer (the “Offer”) to purchase all of the Company’s common stock, without par value, including the associated preferred stock purchase rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of June 21, 2000, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the “Rights Agreement”) (which shares of the Company’s common stock together with the Rights are hereinafter referred to as the “Common Shares”), at a price per Common Share of $38.00 net to the seller in cash (such amount or any greater amount per Common Share paid pursuant to the Offer being hereinafter referred to as the “Offer Price”);

WHEREAS, the Company Board has, on the terms and subject to the conditions set forth herein, unanimously (i) approved the Offer and the merger of the Purchaser with and into the Company with the Company as the surviving corporation as contemplated by this Agreement (the “Merger”) and adopted this Agreement in accordance with the Oregon Business Corporation Act, as amended (the “OBCA”); (ii) determined that each of the transactions contemplated hereby, including each of the Offer and the Merger, is fair to and in the best interests of the Company and its shareholders; (iii) is recommending that the Company’s shareholders accept the Offer, tender their Common Shares to the Purchaser, approve the Merger and approve and adopt this Agreement; (iv) taken all action necessary to render Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA and the Rights inapplicable to the Offer and the Merger; and (v) elected that the Offer and the Merger, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to the Offer, the Merger, this Agreement or the transactions contemplated hereby;

WHEREAS, the Purchaser Board and the Parent Board have approved the Offer and the Merger and adopted this Agreement, in accordance with the OBCA, and upon the terms and subject to the conditions set forth in this Agreement, whereby each of the issued and outstanding Common Shares not owned directly or indirectly by Parent, the Purchaser or the Company will be converted into the right to receive the Offer Price in cash; and

WHEREAS, Parent, the Purchaser and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Offer and the Merger and also to prescribe various conditions to the Offer and the Merger.

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NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, Parent, the Purchaser and the Company agree as follows:

ARTICLE ONE

THE OFFER

SECTION 1.1 The Offer.

(a) Provided that this Agreement shall not have been terminated in accordance with Article Eight hereof as promptly as reasonably practicable, and in any event within seven (7) Business Days, following execution of this Agreement, Parent (i) shall cause the Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) an offer to purchase all of the outstanding Common Shares at the Offer Price; (ii) shall, upon commencement of the Offer but after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, in each case in connection with the Offer (the “Offer Documents”); and (iii) shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions thereof. The obligation of the Purchaser to accept for payment or pay for any Common Shares validly tendered and not validly withdrawn pursuant to the Offer will be subject only to the satisfaction or waiver of the conditions set forth in Annex I hereto.

(b) Parent on behalf of the Purchaser expressly reserves the right from time to time subject to Section 1.1(c), to waive any of the Tender Offer Conditions (other than the Minimum Condition (as defined in Annex I hereto)) or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, without the prior written consent of the Company, the Purchaser shall not decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of Common Shares sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Common Shares. The Offer shall remain open until the date that is twenty (20) Business Days (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act) after (and including the day of) the commencement of the Offer (the “Expiration Date”), unless the Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of the succeeding two sentences or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire; provided, however, that the Purchaser may provide a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act. If at any Expiration Date, any of the conditions set forth in Annex I hereto (the “Tender Offer Conditions”) is not satisfied or waived by the Purchaser, (i) the Purchaser shall extend the Offer from time to time for periods of not more than five (5) Business Days each until the date that is twenty (20) Business Days after the initial Expiration Date (for the avoidance of doubt, the initial Expiration Date is the twentieth Business Day after the commencement of the Offer) (as long as the Company Board continues to recommend the Offer), and (ii) the Purchaser may extend the Offer from time to time for periods of not more than ten (10) Business Days each until the earlier of (x) the date on which all of the Tender Offer Conditions are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Article Eight hereof; provided, however, that, on the Expiration Date, if the waiting period under the HSR Act or under any material applicable foreign statutes or regulations applicable to the Merger shall have not expired or been terminated, the Purchaser shall extend the Offer from time to time until such expiration or termination under the HSR Act or such other material applicable foreign statutes or regulations. Notwithstanding the foregoing, the Purchaser and Parent may, without receiving the consent of the Company, extend the Expiration Date for any period required by the applicable rules and regulations of the SEC, New York Stock Exchange (“NYSE”) or any other stock exchange or automated quotation system applicable to the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction of all the Tender Offer Conditions as of the Expiration Date, the Purchaser will accept for payment and pay for all Common Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after the Expiration Date. Without the prior written consent of the Company, the Purchaser shall not accept for payment or pay for any Common Shares in the Offer if, as a result, the Purchaser would acquire less than the number of Common Shares necessary to satisfy the Minimum Condition.

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(c) Parent and the Purchaser represent that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company or the dealer-manager in writing for inclusion in the Offer Documents. The Company represents that the information supplied by the Company in writing for inclusion in the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to shareholders of the Company, in each case, as and to the extent required by applicable federal securities laws.

SECTION 1.2 Company Actions.

(a) The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the unanimous recommendation of the Company Board that holders of Common Shares tender their Common Shares pursuant to the Offer (the “Company Recommendation”) and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company Board, at a meeting duly called and held at which a quorum was present throughout, has unanimously (i) approved the Offer and the Merger and adopted this Agreement in accordance with the OBCA, (ii) determined that each of the transactions contemplated hereby, including each of the Offer and the Merger, is fair to and in the best interests of the Company and its shareholders, (iii) recommended that the Company’s shareholders accept the Offer tender their Common Shares to the Purchaser and approve the Merger and this Agreement, (iv) taken all action necessary to render Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA and the Rights inapplicable to the Offer and the Merger and (v) elected that the Offer and the Merger, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any Takeover Laws of any jurisdiction that may purport to be applicable to the Offer, the Merger, this Agreement or the transactions contemplated hereby; provided, however, that the Company Recommendation may be withdrawn, modified or amended only prior to the acceptance for payment of Common Shares pursuant to the Offer, and only to the extent permitted by Section 6.2. The Company Board has received the opinion of Goldman, Sachs & Co., the Company’s financial advisor, to the effect that, as of October 13, 2007, the consideration to be received by the holders of Common Shares (other than Parent and its Affiliates) pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.2(a).

(b) The Company represents that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9. Parent and the Purchaser represent that the information supplied by them in writing for inclusion in the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal

3

securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the Company, on the one hand, and Parent and the Purchaser, on the other hand, agree promptly to correct any information provided by either of them for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of Common Shares, in each case, as and to the extent required by applicable federal securities Law.

(c) In connection with the Offer, the Company will promptly furnish the Purchaser with mailing labels, security position listings, non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Common Shares as of the most recent practicable date and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of Common Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial shareholders. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent, the Purchaser and their Affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession.

SECTION 1.3 Directors.

(a) Subject to compliance with applicable Law, effective upon the payment by the Purchaser for Common Shares pursuant to the Offer representing at least such number of Common Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Common Shares beneficially owned by Parent or its Affiliates bears to the total number of Common Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent’s designees to be so elected, including, if necessary, by obtaining the resignations of one or more existing directors; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates beneficially own a majority of the Common Shares of the Company); provided further, that prior to the Effective Time, the Company Board shall always have at least two members who were members of the Company Board as of immediately prior to payment by the Purchaser for Common Shares pursuant to the Offer (each such member a “Company Director” and, collectively, “Company Directors”). If the number of directors who are Company Directors is reduced below two prior to the Effective Time, the remaining director who is a Company Director shall be entitled to designate a Person to the Company Board who is not an officer, director, employee or designee of the Purchaser or any of its Affiliates and who shall be considered a Company Director for purposes of this Agreement. At each such time Parent is entitled to designate directors on the Company Board, the Company will, subject to any limitations imposed by applicable Law, also cause (i) each committee of the Company Board, (ii) the board of directors of each of the Subsidiaries and (iii) each committee of such board of directors of each of the Subsidiaries to include persons designated by Parent constituting at least the same percentage of each such committee or board as Parent’s designees constitute on the Company Board.

(b) The Company’s obligations to cause the election or appointment of Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this

4

Section 1.3. Parent will supply to the Company any information with respect to itself and its officers, directors and Affiliates required by such Section and Rule.

(c) Following the election or appointment of Parent’s designees pursuant to this Section 1.3 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the Purchaser or waiver of any of the Company’s rights hereunder, will require the concurrence of a majority of the directors of the Company then in office who are Company Directors (or in the case where there are two or fewer directors who are Company Directors, the concurrence of one director who is a Company Director) if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the minority shareholders of the Company.

SECTION 1.4 Top-Up Option.

(a) The Company hereby grants to the Purchaser an irrevocable option (the “Top-Up Option”) to purchase, at a price per share equal to the Offer Price, a number of Common Shares (the “Top-Up Option Shares”) that, when added to the number of Common Shares owned by Parent or the Purchaser or any direct or indirect wholly owned Subsidiary of Parent or the Purchaser at the time of exercise of the Top-Up Option, constitutes one Common Share more than 90% of the number of Common Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by the Purchaser, in whole, at any time on or after the date on which the Purchaser accepts for payment and pays for all Common Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Acceptance Date”) and on or prior to the fifth Business Day after the later of the Acceptance Date and the expiration of any subsequent offering period under Rule 14d-11 under the Exchange Act; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) the number of Top-Up Option Shares to be issued by the Company shall in no event exceed 19.90% of the number of outstanding Common Shares or the voting power of the Company, in each case, as of immediately prior to the issuance of the Top-Up Option Shares, (ii) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (iii) the issuance of Top-Up Option Shares pursuant to the Top-Up Option would not require approval of the Company’s shareholders under applicable Law or regulation (including the NYSE rules and regulations), (iv) upon exercise of the Top-Up Option, the number of Common Shares owned by Parent or the Purchaser or any direct or indirect wholly owned Subsidiary of Parent or the Purchaser constitutes one Share more than 90% of the number of Common Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares and (v) the Purchaser has accepted for payment and paid for all Common Shares validly tendered in the Offer and not validly withdrawn. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act.

(b) Upon the exercise of the Top-Up Option in accordance with Section 1.4(a), the Purchaser shall so notify the Company and shall set forth in such notice (i) the total number of Common Shares that are expected to be owned by Parent, the Purchaser or any direct or indirect wholly owned Subsidiary of Parent or the Purchaser immediately preceding the purchase of the Top-Up Option Shares and (ii) a place and time for the closing of the purchase of the Top-Up Option Shares. The Company shall, as soon as practicable following receipt of such notice, notify Parent and the Purchaser of the number of Common Shares then outstanding and the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, the Purchaser shall pay the Company the aggregate price required to be paid for the Top-Up Option Shares, and the Company shall cause to be issued to the Purchaser a certificate representing the Top-Up Option Shares. The aggregate purchase price payable for the Top-Up Shares may be paid by the Purchaser by executing and delivering to the Company a full recourse promissory note having a principal amount equal to the balance of the aggregate purchase price for the Top-Up Shares. Any such promissory note shall bear interest at the rate of interest per annum equal to the rate of interest publicly announced by Citibank, in the City of New York from time to time during such period, as such bank’s Prime Lending Rate, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty. In the event that this Agreement is terminated

5

after the Top-Up Option is exercised and prior to the Effective Time, all amounts then owing pursuant to the promissory note (including all interest) shall thereupon become immediately due and payable.

ARTICLE TWO

THE MERGER

SECTION 2.1 The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and the OBCA, at the Effective Time the Purchaser shall be merged with and into the Company. Following the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Oregon as an indirect wholly owned Subsidiary of Parent. The closing of the Merger (the “Closing”) shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 at 10:00 a.m., local time, on a date which shall be the second Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VII, or at such other place, date and time as the Company and Parent may agree in writing.

SECTION 2.2 Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause articles of merger (the “Articles of Merger”) to be executed and filed with the Secretary of State of the State of Oregon in accordance with the OBCA. The Merger will become effective at such time as the Articles of Merger have been duly filed with the Secretary of State of the State of Oregon or at such later date or time as may be agreed by the Company and the Purchaser in writing and specified in the Articles of Merger in accordance with the OBCA (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

SECTION 2.3 Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the OBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and the Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

SECTION 2.4 Articles of Incorporation and Bylaws of the Surviving Corporation.

(a) The Articles of Incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended, subject to the provisions of Section 6.6, in accordance with the provisions thereof and hereof and applicable Law.

(b) The Bylaws of the Purchaser, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until amended, subject to the provisions of Section 6.6, in accordance with the provisions thereof and applicable Law.

SECTION 2.5 Directors. Subject to applicable Law, the directors of the Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

SECTION 2.6 Officers. The individuals specified by Parent prior to the Effective Time shall, subject to applicable Law, be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

SECTION 2.7 Conversion of Common Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Common Share issued and outstanding immediately prior to the Effective Time (other than (a) any Common Shares held by Parent or the Purchaser, which Common Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto, (b) any Dissenting Shares and (c) any

6

Common Shares held by any wholly owned Subsidiary of Parent (other than the Purchaser), the Purchaser or the Company, which Common Shares shall remain outstanding except that the number of such Common Shares shall be appropriately adjusted in the Merger), shall be cancelled and retired and shall be converted into the right to receive the Offer Price in cash (the “Merger Price”), payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such Common Share.

SECTION 2.8 Conversion of Purchaser Common Stock. At the Effective Time, each share of common stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and non-assessable share of common stock, without par value, of the Surviving Corporation.

SECTION 2.9 Company Stock Options; Company RSUs; Company Restricted Shares; ESPP.

(a) At the Effective Time, each Cashout Company Stock Option (as defined below) shall be converted into the right to receive, as soon as practicable following the Effective Time, an amount in cash (less any applicable withholding taxes) equal to the product of (i) the excess, if any, of (x) the Merger Price over (y) the exercise price per Common Share subject to such Cashout Company Stock Option (the excess of (x) over (y) for any Company Stock Option (as defined below) (including the Cashout Company Stock Options), the applicable “Spread”), multiplied by (ii) the number of Common Shares for which such Cashout Company Stock Option shall not theretofore have been exercised. “Cashout Company Stock Option” means each outstanding Company stock option (each, a “Company Stock Option”) to purchase Common Shares granted under the 1998 Stock Company Stock Option Plan, the INET Technologies, Inc. 1998 Stock Option / Stock Issuance Plan (the “Inet Stock Plan”), the 2001 Stock Company Stock Option Plan, the 2002 Stock Incentive Plan, the 2005 Stock Incentive Plan or the 1989 Stock Incentive Plan (each a “Company Stock Plan” and collectively the “Company Stock Plans”) (1) that is vested and exercisable at the Effective Time (including any Company Stock Option that vests by its terms upon a change in control occurring as a result of the consummation of this Agreement), (2) that would, to the extent not vested at the Effective Time, pursuant to its terms and without any action on the part of the Company vest and become exercisable on or prior to January 31, 2008 or (3) that is scheduled to vest after January 31, 2008 pursuant to its terms and without any action on the part of the Company (each a “Longer Term Company Stock Option”); provided, however, that where an individual holds Longer Term Company Stock Options which have an aggregate Spread in excess of $50,000, only Longer Term Company Stock Options with an aggregate Spread of $50,000 (rounded up to the nearest whole share) will be treated as Cashout Company Stock Options, such that those Longer Term Company Stock Options with the shortest remaining vesting period (or such portion of such Longer Term Company Stock Options with the shortest remaining vesting period as will have an aggregate spread of $50,000, rounded up to the nearest whole share) shall be treated as Cashout Company Stock Options and the remaining Longer Term Company Stock Options shall be treated in accordance with Section 2.9(b) (any Cashout Company Stock Options under this clause (3), “Additional Cashout Options”).

(b) Each Company Stock Option that is not a Cashout Company Stock Option that is outstanding as of the Effective Time (each such Company Stock Option, a “Rollover Company Stock Option”) shall, at the Effective Time, cease to represent a right to acquire Common Shares and shall be converted automatically into a Company stock option to acquire shares of common stock of Parent (“Parent Common Stock”) as provided below, and Parent shall assume each Rollover Company Stock Option subject to the terms of the Company Stock Plans and the agreements evidencing the grants thereunder; provided that, from and after the Effective Time, (i) the number of shares of Parent Common Stock issuable upon the exercise of each outstanding Rollover Company Stock Option shall be equal to the product of (x) the number of Common Shares that were issuable upon exercise of such Rollover Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio (as defined in Section 2.9(f)), rounded down to the nearest whole share of Parent Common Stock, and (ii) the exercise price per share of Parent Common Stock under each Rollover Company Stock Option shall be obtained by dividing (A) the exercise price per Common Share of each Rollover Company Stock Option immediately prior to the Effective Time by (B) the Exchange Ratio, rounded up to the nearest cent. Notwithstanding the foregoing or anything to the contrary in any Company Stock Plan or in any award agreement governing any

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Rollover Company Stock Option or otherwise (except as may otherwise be agreed to by and between the Parent or, after the Effective Time, the Company, on the one hand, and the holder of the Rollover Company Stock Option, on the other hand), (1) subject to the holder’s continued employment with Parent or a subsidiary thereof through the applicable vesting date, each Rollover Company Stock Option shall vest and become exercisable as to one-fifth (1/5) of the shares of Parent Common Stock subject to such Rollover Company Stock Option on each of the first five (5) anniversaries of the Effective Time and (2) no holder of a Rollover Company Stock Option shall be entitled to (and no such Rollover Company Stock Option shall become subject to) any additional or accelerated vesting with respect to such Rollover Company Stock Option upon a termination of employment of the holder thereof for any reason or no reason. For the avoidance of doubt, the term of each Rollover Company Stock Option shall be the same as the term of such Rollover Company Stock Option as of immediately prior to the Effective Time.

(c) At the Effective Time, each Cashout Company Restricted Share Award (as defined below) shall be converted into the right to receive, as soon as practicable following the Effective Time, an amount in cash (less any applicable withholding taxes) equal to the product of (i) the Merger Price and (ii) the number of Common Shares underlying such Cashout Company Restricted Share Award. “Cashout Company Restricted Share Award” means collectively, (1) each outstanding restricted stock unit and share right denominated in Common Shares under the Company Stock Plans that is outstanding as of the Effective Time (each, a “Company RSU”) and (2) each outstanding restricted Common Share under the Company Stock Plans that is outstanding at the Effective Time (each, a “Company Restricted Share”) (w) that is vested at the Effective Time (including any Company Restricted Share Award that vests by its terms upon a change in control occurring as a result of the consummation of this Agreement), (x) that would, to the extent not vested at the Effective Time, pursuant to its terms and without any action on the part of the Company vest on or prior to January 31, 2008, (y) that was granted under the INET Stock Plan prior to the date hereof or (z) that is scheduled to vest after January 31, 2008 pursuant to its terms and without any action on the part of the Company (each a “Longer Term Restricted Share Award”); provided, however, that where an individual holds Longer Term Restricted Share Awards which have an aggregate pre-tax value (determined by multiplying the Merger Price by each Longer Term Restricted Share Award) in excess of the positive difference, if any, between (1) $25,000 and (2) the aggregate pre-tax Spread of any Additional Cashout Options, the Longer Term Restricted Share Awards representing such positive difference, if any, shall be treated as Cashout Company Restricted Share Awards and the remaining Longer Term Restricted Share Awards shall be treated in accordance with Section 2.9(d) or Section 2.9(e), as applicable.

(d) Each Company RSU that is not a Cashout Company Restricted Share Award (each such Company RSU, a “Rollover Company RSU”) shall cease to represent an award with respect to Common Shares, and shall be converted automatically into a restricted stock unit award with respect to shares of Parent Common Stock as provided below, and Parent shall assume all obligations with respect to the Rollover Company RSU, subject to the terms of the Company Stock Plans and any agreements evidencing grants thereunder; provided that, at the Effective Time, each Rollover Company RSU shall be converted into the right to receive a number of shares of Parent Common Stock equal to the product of (x) 1.2 multiplied by (y) the number of Common Shares that related to such Rollover Company RSU immediately prior to the Effective Time multiplied by (z) the Exchange Ratio, with such product rounded down to the nearest whole share of Parent Common Stock. Notwithstanding the foregoing or anything to the contrary in any Company Stock Plan or in any award agreement governing any Rollover Company RSU or otherwise (except as may otherwise be agreed to by and between the Parent or, after the Effective Time, the Company, on the one hand, and the holder of the Rollover Company RSU, on the other hand), (A) subject to the holder’s continued employment with Parent or a subsidiary thereof through the applicable settlement date, each Rollover Company RSU shall vest and be settled as to (1) one-sixth (1/6) of the shares of Parent Common Stock subject to such Rollover Company RSU on each of the first four anniversaries of the Effective Time and (2) two-sixths (2/6) of the shares of Parent Common Stock subject to each such Rollover Company RSU on the fifth anniversary of the Effective Time and (B) no holder of a Rollover Company RSU shall be entitled to (and no such Rollover Company RSU shall become subject to) any additional or accelerated vesting with respect to such Rollover Company RSU upon a termination of employment of the holder thereof for any reason or no reason.

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(e) Each Company Restricted Share that is not a Cashout Company Restricted Share Award (each such Company Restricted Share, a “Rollover Company Restricted Share”) shall cease to represent an award with respect to Common Shares, and shall be converted automatically into a restricted stock award with respect to shares of Parent Common Stock as provided below, and Parent shall assume all obligations with respect to the Rollover Company Restricted Shares, subject to the terms of the Company Stock Plans and any agreements evidencing grants thereunder; provided that, at the Effective Time, each Rollover Company Restricted Share shall be converted into the right to receive a number of shares of Parent Common Stock equal to the product of (x) 1.2 multiplied by (y) the number of Common Shares that related to such Rollover Company Restricted Share immediately prior to the Effective Time multiplied by (z) the Exchange Ratio, with such product rounded down to the nearest whole share of Parent Common Stock. Notwithstanding the foregoing or anything to the contrary in any Company Stock Plan or in any award agreement governing any Rollover Company Restricted Share or otherwise (except as may otherwise be agreed to by and between the Parent or, after the Effective Time, the Company, on the one hand, and the holder of the Rollover Company Restricted Share, on the other hand), (A) subject to the holder’s continued employment with Parent or a subsidiary thereof through the applicable vesting date, each Rollover Company Restricted Share shall vest as to (1) one-sixth (1/6) of the shares of Parent Common Stock subject to such Rollover Company Restricted Share on each of the first four anniversaries of the Effective Time and (2) two-sixths (2/6) of the shares of Parent Common Stock subject to each such Rollover Company Restricted Share on the fifth anniversary of the Effective Time and (B) no holder of a Rollover Company Restricted Share shall be entitled to (and no such Rollover Company Restricted Share shall become subject to) any additional or accelerated vesting with respect to such Rollover Company Restricted Share upon a termination of employment of the holder thereof for any reason or no reason.

(f) For purposes of this Section 2.9, the “Exchange Ratio” means the quotient, rounded to the nearest 1/100,000^th, determined by dividing the Merger Price by the Parent Share Price, and the “Parent Share Price” shall be equal to the average of the closing prices of the shares of Parent Common Stock on the New York Stock Exchange Composite Transactions Reporting System, as reported in The Wall Street Journal, for the ten (10) trading days immediately preceding the second trading day prior to the Effective Time.

(g) Immediately prior to the Effective Time, all amounts credited to participant accounts and denominated in Common Shares either under the Company’s Deferred Compensation Plan or the Company’s Stock Deferral Plan (each, as amended through the date hereof) (collectively, the “Non-Qualified Account Plans”) or pursuant to individual deferred compensation agreements, shall be converted into the right to receive the Merger Price, based on the number of Common Shares credited to such participant accounts (“Deferred Equity Units”). Such obligation shall vest and be payable or distributable in accordance with the terms of the agreement, plan or arrangement relating to such Deferred Equity Units and prior to the time of any distribution, such deferred amounts shall be permitted to be deemed invested in another investment option under the applicable agreement, plan or arrangement.

(h) The Company shall take any and all actions with respect to the Company’s Employee Stock Purchase Plan (the “ESPP”) as are necessary to provide that (i) the ESPP shall terminate, effective as of the date hereof and (ii) all cash and Common Shares, if any, held in each participant’s account thereunder, shall be distributed to such participant or such participant’s order as soon as practicable after the date hereof.

(i) The Company agrees to take any and all actions necessary (including the adoption of resolutions by the Company Board and any other action reasonably requested by Parent) to approve and effectuate the actions contemplated by this Section 2.9.

SECTION 2.10 Shareholders’ Meeting.

(a) If required by applicable Law in order to consummate the Merger, the Company, acting through the Company Board, shall, and Parent shall cause the Company to, in accordance with applicable Law:

(i) duly call, give notice of, convene and hold a special meeting of its shareholders (the “Special Meeting”) as promptly as practicable following the Acceptance Date (or if Purchaser has provided for a

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subsequent offering period after the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) for the purpose of considering and taking action upon this Agreement;

(ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement, and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;

(iii) subject to the fiduciary duties of the Company Board, include in the Proxy Statement the Company Recommendation that shareholders of the Company vote in favor of the approval of this Agreement; and

(iv) include in the Proxy Statement the opinion of Goldman, Sachs & Co. referred to in Section 1.2(a).

(b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and of this Agreement.

SECTION 2.11 Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, at least 90% of the outstanding Common Shares pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 60.491 of the OBCA.

ARTICLE THREE

DISSENTING SHARES; PAYMENT FOR SHARES

SECTION 3.1 Dissenting Shares. Notwithstanding Section 2.7, if required by Sections 60.551 to 60.594 of the OBCA (but only to the extent required thereby), Common Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Common Shares in accordance with, and who have complied with, Sections 60.551 to 60.594 of the OBCA (“Dissenting Shares”) shall not be converted into a right to receive the Merger Price, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Sections 60.551 to 60.594 unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal under the OBCA. If after the Effective Time such holder fails to perfect or withdraws or loses his right to appraisal, such Common Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Price, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Price for such Common Shares without any interest. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided under Sections 60.551 to 60.594 of the OBCA and as provided in the previous sentence. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of Common Shares, and Parent shall have the right to participate in and to control all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands.

SECTION 3.2 Payment for Common Shares.

(a) From and after the Effective Time, such bank or trust company as shall be designated by Parent and reasonably acceptable to the Company shall act as paying agent (the “Paying Agent”) in effecting the payment of the Merger Price in respect of certificates (the “Certificates”) that, prior to the Effective Time, represented

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Common Shares entitled to payment of the Merger Price pursuant to Section 2.7. Promptly following the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.7 (such cash being hereinafter referred to as the “Exchange Fund”).

(b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering such Certificates and receiving the Merger Price in respect thereof. Upon the surrender of each such Certificate to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Paying Agent shall pay the holder of such Certificate the Merger Price multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be cancelled. Until so surrendered, each such Certificate (other than Certificates representing Common Shares held by Parent or the Purchaser, by any wholly owned subsidiary of Parent or the Purchaser or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the Merger Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is to be delivered to any Person other than the Person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person surrendering such Common Shares shall pay to the Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Price to a Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.

(c) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed, and all Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share shall look only to the Surviving Corporation for payment of claims to the Merger Price and may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the Merger Price relating thereto, without any interest thereon.

(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the Merger Price relating thereto (subject to applicable abandoned property, escheat and similar laws), as provided in this Article Three.

SECTION 3.3 No Liability. Anything herein to the contrary notwithstanding, none of the Company, Parent, the Purchaser, the Surviving Corporation, the Paying Agent or any other Person shall be liable to any former holder of Common Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

SECTION 3.4 Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. Government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 3.2(c).

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SECTION 3.5 Certificates; Withholding; Lost Certificates. Until surrendered as contemplated by Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Price. Each of the Surviving Corporation, Parent, the Purchaser and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Common Shares, Company Stock Options, Company Restricted Shares, Company RSUs, rights under the ESPP or other Person such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Tax Law. To the extent that amounts are so withheld by the Surviving Corporation, Parent, the Purchaser or the Paying Agent as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Common Shares, Company Stock Options, Company Restricted Shares, Company RSUs, rights under the ESPP or other Person in respect of which such deduction and withholding was made by Parent, the Purchaser, the Surviving Corporation or the Paying Agent, as the case may be. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation or Parent, the posting by such Person of a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate and entry into any other agreements or undertakings required by the Paying Agent, the Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, a check in the amount of the number of Common Shares represented by such lost, stolen or destroyed Certificate multiplied by the Merger Price.

SECTION 3.6 Adjustments to Prevent Dilution. In the event that the Company changes the number of Common Shares or securities convertible or exchangeable into or exercisable for Common Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger or other similar extraordinary transaction, the Merger Price shall be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

ARTICLE FOUR

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and the Purchaser that, except (i) to the extent disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 1, 2007, and the Company’s Current Report on Form 8-K dated September 20, 2007 (in each case, as such reports have been amended prior to the date hereof but not including any documents filed as exhibits, annexes or schedules thereto or incorporated by reference therein or any risk factors or forward-looking statements and any other disclosures included therein to the extent they are predictive or forward-looking in nature) or (ii) as described in the section of the Company Disclosure Schedule corresponding to the section of this Article Four to which exception is being taken or in another section of the Company Disclosure Schedule to the extent that (1) such other section is reasonably cross-referenced in the section of the Company Disclosure Schedule to which the exception is being taken or (2) the applicability of such disclosure is clearly apparent on its face:

SECTION 4.1 Organization and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon. Each of the Company’s Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing or has comparable status under the laws of the jurisdiction of its incorporation or organization. The Company and each of its Subsidiaries has the requisite corporate or similar organizational power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted and is duly qualified or licensed to do business, and is in good standing or has comparable status, in each jurisdiction in which the nature of its business or the properties owned, operated

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or leased by it makes such qualification, licensing or good standing (or comparable status) necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company has provided or made available to Parent and the Purchaser a complete and correct copy of the articles of incorporation and bylaws or comparable organizational documents, each as amended to and in effect as of the date hereof, of the Company and each of its Subsidiaries, and has provided a complete and correct copy of the Rights Agreement.

SECTION 4.2 Capitalization.

(a) The authorized capital stock of the Company consists of 200,000,000 Common Shares and 1,000,000 shares of preferred stock, without par value (“Preferred Shares”). As of the close of business on October 12, 2007, 75,084,510 Common Shares were issued and outstanding, and no Common Shares were held in treasury. Since such time and date, no additional Common Shares have been issued except for exercises of Company Stock Options and stock issuances pursuant to Company RSUs or Company Restricted Shares, in each case, in accordance with their terms and as specifically described in Section 4.2(a) of the Company Disclosure Schedule. The Company has no Preferred Shares issued or outstanding, and no Preferred Shares are reserved for issuance or otherwise designated as a series or class other than 125,000 shares of Series B No Par Preferred Shares reserved under the Rights Agreement. No Common Shares are reserved for issuance other than 13,670,943 Common Shares reserved for issuance pursuant to the Company Stock Plans (consisting of 10,286,185 shares subject to outstanding Company Stock Options, 34,492 Common Shares subject to outstanding Company RSUs, and 3,350,266 shares available for future grants), 772,314 Common Shares reserved for issuance pursuant to the ESPP, an indeterminate number of Common Shares reserved for issuance in connection with conversions of the Company’s outstanding 1.625% Senior Convertible Notes due 2012 into Common Shares (the “Notes”), which are convertible into Common Shares on the terms described in Section 4.2(a) of the Company Disclosure Schedule (provided, however, that the Company has the right under the indenture governing the Notes to settle any and all conversion obligations with respect to the Notes entirely in cash instead of in Common Shares), 13,017,092 Common Shares reserved for issuance in connection with the OTC Convertible Note Hedges and Warrant Transaction (consisting of 10,413,674 shares with respect to the Confirmation of OTC Warrant Transaction between the Company and Merrill Lynch Financial Markets, Inc., dated as of June 29, 2007, and 2,603,418 shares with respect to the Confirmation of OTC Warrant Transaction, dated June 29, 2007, between the Company and Citibank, N.A., dated as of June 29, 2007). Section 4.2(a) of the Company Disclosure Schedule sets forth (i) as of the close of business on October 8, 2007 the holders of all outstanding Company Stock Options, Company Restricted Shares and Company RSUs and the number, vesting schedules, exercise prices (where applicable), and expiration dates of each grant to such holders and (ii) all exercises of Company Stock Options and issuances of Common Shares pursuant to the settlement of Company RSUs and the vesting of Company Restricted Shares from the close of business on October 8, 2007 through the close of business on October 12, 2007. Since October 8, 2007, no additional warrants, Company Stock Options, Company Restricted Shares or Company RSUs have been issued or granted. All the outstanding Common Shares are, and all Common Shares that may be issued pursuant to the exercise of outstanding warrants and Company Stock Options, the vesting of Company Restricted Shares and the settlement of Company RSUs will, when issued in accordance with the respective terms of the applicable warrants, Company Stock Options, Company Restricted Shares and Company RSUs, be, duly authorized, validly issued, fully paid and non-assessable and are not and will not be subject to or issued in violation of, any preemptive rights. There are no bonds, debentures, notes or other Indebtedness having voting rights (or, other than the Notes, convertible into securities having such rights) of the Company or any of its Subsidiaries (“Voting Debt”), whether issued by the Company, any of its Subsidiaries or any other Person, issued and outstanding. Except for the warrants listed in this Section 4.2 and the Company Stock Options, Company Restricted Shares and Company RSUs set forth on Section 4.2(a) of the Company Disclosure Schedule, there are no options, warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares

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or equity interests or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Except as provided in award agreements relating to Company Stock Options, Company Restricted Shares, or Company RSUs as they relate to using Common Shares to pay income taxes, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or other capital stock of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any capital stock of the Company.

(b) Section 4.2(b) of the Company Disclosure Schedule lists all the Subsidiaries of the Company, whether consolidated or unconsolidated. Section 4.2(b) of the Company Disclosure Schedule also sets forth the jurisdiction of organization and percentage of outstanding equity interests (including partnership interests and limited liability company interests) owned by the Company or its Subsidiaries. All outstanding shares of capital stock in each Subsidiary: (i) are owned, directly or indirectly, by the Company; (ii) have been validly issued and are fully paid and non-assessable; (iii) are owned directly or indirectly by the Company free and clear of all pledges, claims, liens, charges, encumbrances or security interests of any kind or nature whatsoever (collectively, “Liens”); and (iv) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as currently conducted. Other than the Subsidiaries of the Company, the Company does not own or control, directly or indirectly, a 5% or greater equity interest in any Person.

(c) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of its Subsidiaries.

SECTION 4.3 Authority Relative to this Agreement and Related Matters. The Company has all necessary corporate power and authority to execute and deliver this Agreement and (subject, if required, to receipt of the Company Shareholder Approval) to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Company Board and no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the Company Shareholder Approval, if required, and the filing of the Articles of Merger in each case pursuant to the requirements of the OBCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If required, the affirmative vote of the holders of a majority of the outstanding Common Shares in favor of approval of this Agreement (the “Company Shareholder Approval”) is the only vote of the holders of any capital stock of the Company or any Subsidiary of the Company necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or any other Takeover Laws will not apply with respect to or as a result of the Offer, this Agreement or the transactions contemplated hereby, including the Merger, and that no further action on the part of the shareholders or the Company Board is required to effect such non-application of Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or application of any other Takeover Laws of any jurisdiction that may purport to be applicable to the Offer, this Agreement or the transactions contemplated hereby. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the transactions contemplated by this Agreement.

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SECTION 4.4 No Conflict; Required Filings and Consents.

(a) None of the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby will (i) conflict with or violate the articles of incorporation or bylaws of the Company or the comparable organizational documents of any of its Subsidiaries; (ii) assuming that all Consents described in Section 4.4(b) have been obtained and, if required, the Company Shareholder Approval is received, conflict with or violate any federal, state, local, foreign or supranational law, common law, case law, statute, ordinance, code, rule, regulation, order, judgment, decree, stipulation, writ, injunction, award, permit or license (collectively, “Law”) applicable to the Company or any of its Subsidiaries, or by which any of them or any of their respective properties or assets may be bound or affected; or (iii) result in a violation or breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, or the creation of any Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected (any of the foregoing referred to in clause (ii) above or this clause (iii) being a “Company Violation”), other than, in the case of clause (ii) or clause (iii) above, any such Company Violations that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company.

(b) Other than (i) the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable foreign antitrust filings, (ii) the requirements of the Exchange Act and any applicable state securities, “blue sky” or takeover Law (including the filing of the Schedule 14D-9 in connection with the Offer and the Proxy Statement), (iii) the appropriate applications, filings and notices to, and approval of, the NYSE and (iv) the filing of the Articles of Merger with the Secretary of State of the State of Oregon, none of the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby does or will require any material consent, waiver, approval, authorization or permit of, or registration or filing with or notification to (any of the foregoing being a “Consent”), any domestic, foreign or supranational government or subdivision thereof, administrative, governmental or regulatory authority, agency, commission, tribunal or body or self-regulatory organization (each a “Governmental Entity”).

SECTION 4.5 SEC Reports and Financial Statements.

(a) The Company has filed (or furnished, as applicable) with the SEC all forms, reports, schedules, registration statements, proxy statements, certifications and other documents required to be filed (or furnished, as applicable) by the Company or its directors and executive officers (in their capacity as such) with the SEC since June 1, 2003 (as they have been amended since the time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the “Company SEC Reports”) and complete and correct copies of all such Company SEC Reports are available to Parent through public sources. As of their respective dates, the Company SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (and the rules and regulations of the SEC promulgated thereunder) (the “Securities Act”) applicable, as the case may be, to such Company SEC Reports, and none of the Company SEC Reports so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as of the date of filing and of any amendment or supplement and, in the case of any proxy statement, at the date mailed to shareholders and at the date of the meeting, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of

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their respective dates, the financial statements (including all related notes and schedules) of the Company included in the Company SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates or for the periods presented therein. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

(b) None of the preliminary or final offering memoranda or any amendments or supplements thereto, including exhibits, financial statements and schedules thereto and any documents incorporated therein by reference, or any related documents (including final pricing term sheets) or written communications concerning the solicitation, purchases of or offering of the Notes (the “Notes Disclosure Package”) as of the time of pricing, as of the dates delivered to any potential or actual purchasers or offerees and as of June 29, 2007 included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements, together with the related schedules and notes, included in the Notes Disclosure Package (i) presented fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the results of operations, changes in shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified and (ii) were prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Notes Disclosure Package presented fairly in accordance with GAAP the information required to be stated therein, and the selected financial data and the summary financial information included in the Notes Disclosure Package presented fairly in all material respects the information shown therein and were compiled on a basis consistent with that of the audited financial statements included in the Notes Disclosure Package. The Company has heretofore made available to Parent a complete and correct copy of the Notes Disclosure Package (other than final pricing term sheets and any other written communications concerning the solicitation, purchases of, or offering of the Notes that are not within the possession of the Company). The solicitation, issuance, and sale of the Notes complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act including with respect to qualifying for the exemptions from registration provided for in Section 4(2) of the Securities Act.

(c) Since the enactment of the Sarbanes-Oxley Act of 2002, the Company has been and is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act, as amended, and related rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act of 2002”).

(d) There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Sarbanes-Oxley Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer or director of the Company or any of its Subsidiaries.

(e) The management of the Company (i) has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is timely accumulated and communicated to the individuals responsible for the preparation of the Company’s filings with and submissions to the SEC and all other public disclosure documents within the time periods specified in the rules and forms of the SEC and sufficiently in advance of the date on which filings or submissions are required to be made to allow timely decisions to be made regarding required disclosures; (ii) has established and maintains internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) to ensure the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including without limitation such policies and procedures specified in Rule 14a-15(f)(1)-(3) of the Exchange Act; and

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(iii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A summary of any and all disclosures made by management to the Company’s auditors and audit committee has previously been made available to Parent. To the Company’s knowledge, there is no reason to believe that its auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certification and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 when next due.

(f) Since June 1, 2003, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company.

SECTION 4.6 Undisclosed Liabilities; Absence of Certain Changes.

(a) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for (i) liabilities and obligations that are reflected in the balance sheet of the Company as of September 1, 2007 (the “Company Balance Sheet”) or disclosed in the notes thereto and (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 1, 2007 that, in each case, are not and would not, individually or in the aggregate with all other liabilities and obligations of the Company and its Subsidiaries (other than those reflected in the Company Balance Sheet or disclosed in the notes thereto), reasonably be expected to have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company Balance Sheet reflects reasonable reserves in accordance with GAAP for contingent liabilities relating to pending litigation and other contingent obligations of the Company and its Subsidiaries (including liabilities under escheat and similar Laws).

(b) Since May 26, 2007, (i) there has not been any Material Adverse Effect on the Company or any change, effect, event, occurrence or state of facts that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company, (ii) the businesses of the Company and each of its Subsidiaries have been conducted only in the ordinary course of business consistent with past practice and (iii) there has not been any action taken by the Company or any of its Subsidiaries during the period from May 26, 2007 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of any of Sections 6.1(b)(i), (iv) (other than regular quarterly cash dividends consistent with past practice), (v), (vii)(A), (viii), (ix)((A), (B), (D), (E) or (F)), (xiv), (xv), (xix) or (xx) or Section 6.1(b)(vi) as it applies to the Company’s directors and officers (of the level of Vice President or higher) or the Company’s employees generally or the Company’s (or any of its Subsidiaries’) employees within any specified geographical region; provided that with respect to Section 6.1(b)(vi)(D), this representation and warranty shall not be so limited but shall apply to any employee).

SECTION 4.7 Environmental Matters.

(a) The business and operations of the Company and its Subsidiaries and their respective predecessors have been and are being conducted in compliance in all respects with all applicable Environmental Laws; the

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Company and its Subsidiaries have obtained all Governmental Permits relating to Environmental Laws necessary for the operation of their businesses; and all such Governmental Permits are in full force and effect and the Company and its Subsidiaries are in compliance with such permits, except, in the case of each of the foregoing, for such events or circumstances as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has received notice of, or, to the knowledge of the Company, is subject to, any investigation by, order from or claim by any Person (including any Governmental Entity or prior owner or operator of any of the Company Property) respecting (i) any Environmental Law, (ii) any remedial action or (iii) any claim arising from a Release or threatened Release except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is subject to or has been served with any judicial or administrative proceeding, order, judgment or decree, or entered into a settlement alleging or addressing a violation of or liability under any Environmental Law, except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company.

(b) Neither the Company nor any of its Subsidiaries has (i) reported a Release of a hazardous substance pursuant to Section 103(a) of CERCLA, or any state equivalent; (ii) filed a notice pursuant to Section 103(c) of CERCLA; or (iii) filed any notice under any applicable Environmental Law reporting a violation of any applicable Environmental Law. There is not now with respect to the operations of the Company or any of its Subsidiaries, nor to the knowledge of the Company has there ever been, on or in any Company Property: (A) any Release, (B) any treatment, recycling, disposal or storage, other than short term storage prior to removal by a licensed transporter for off-site disposal, of any Contaminant, (C) any underground storage tank or surface impoundment or landfill or waste pile or (D) any event, condition or circumstance that could give rise to liability under any applicable Environmental Law, except, in the case of each of the foregoing, for such events which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No amount of any Contaminant is present in, on or under any real property that has given rise to or, to the knowledge of the Company, could reasonably be expected to give rise to, liability on behalf of the Company or any of its Subsidiaries under any applicable Environmental Law, except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company.

(c) There is not now on or in any Company Property any polychlorinated biphenyls (PCB) used in the Company’s operations in pigments, hydraulic oils, electrical transformers or other equipment except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

(d) There is no asbestos contained in or forming part of any building, structure or asset currently owned or leased by the Company or any of its Subsidiaries (or by any Person or entity whose liability the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of Law) and there is no asbestos or silica contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its Subsidiaries (or by any Person or entity whose liability the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of Law). To the knowledge of the Company, the presence and condition of any asbestos-containing material or presumed asbestos-containing material which is on or part of any Company Property presently owned, leased or operated by the Company or any of its Subsidiaries, as currently configured and operated do not materially violate any currently applicable Environmental Law.

(e) Except for any such material documents that are publicly available from any Governmental Entity (all of which to the Company’s knowledge are listed or described on Section 4.7(e) of the Company Disclosure Schedule), the Company has delivered to Parent, or provided Parent with access to, a complete and accurate copy of all material documents (whether in hard copy or electronic form) that contain any environmental reports, environmental investigations and environmental audits relating to the business and operations of the Company and its subsidiaries, including the Company Property (whether conducted by or on behalf of the Company or any Subsidiary, or a third party, and whether done at the initiative of the Company or any Subsidiary, or directed by a Governmental Entity or other third party) which the Company or any Subsidiary has possession of or access to.

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(f) For purposes of this Section:

(i)   “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC §9601 et seq., as amended, and any regulations promulgated thereunder.

(ii)   “Company Property” means any real property, plant, building or facility now or previously owned, leased, used or operated by the Company, any of its present or former Subsidiaries or any of their respective predecessors.

(iii)   “Contaminant” means any pollutant, hazardous or toxic substance or waste (including without limitation asbestos), petroleum, petroleum-based substance, special waste, hazardous material or any constituent of any such substance, waste or material, in each case to the extent regulated by Environmental Law, and including without limitation hazardous waste or hazardous substance, as those terms are defined under CERCLA, RCRA or any other Environmental Law.

(iv) “Environmental Law” means all foreign, federal, state and local Laws relating to or addressing the environment or health and safety, including but not limited to CERCLA and RCRA and any foreign or state equivalent thereof.

(v) “RCRA” means the Resource Conservation and Recovery Act, 42 USC §6901 et seq., as amended, and any regulations promulgated thereunder.

(vi) “Release” means release, spill, escape, emission, leaking, pumping, pouring, emptying, leaching, dumping, injection, deposit, disposal or discharge of a Contaminant into the environment, including through or in the air, soil, surface water or groundwater.

SECTION 4.8 Compliance with Applicable Laws.

(a) Each of the Company and its Subsidiaries holds all material Governmental Permits, and no Person or entity other than the Company or a Subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any of the material Governmental Permits. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of the Governmental Permits, and all such Governmental Permits are in full force and effect in all material respects. No suspension or cancellation of any of the Governmental Permits is pending or, to the knowledge of the Company, threatened. The businesses and operations of the Company and its Subsidiaries and their respective predecessors have been and are being conducted in compliance in all material respects with all Laws. Neither the Company nor any Subsidiary has conducted any internal investigation with respect to any actual, potential or alleged material violation of any Law or Company or Subsidiary policy by any director, officer or employee. To the knowledge of the Company, neither the Company nor any Subsidiary (nor any of their respective directors, officers, employees, agents, representatives or distributors) has been or is the subject of any investigation by any Governmental Entity.

(b) Neither the Company, any of its Subsidiaries nor any of their respective predecessors, nor any of their respective directors, officers, employees nor, to the knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (1), made, promised, offered, or authorized (i) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (ii) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (2) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States.

(c) The Company and each of its Subsidiaries has complied and is in compliance in all material respects with all United States and foreign import and export control Laws and regulations, including but not limited to statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. ss. 120 et seq.), the Export Administration Regulations (15 C.F.R. ss. 730

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et seq.) and associated executive orders, the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, the “Export Control Laws”). Except as disclosed in writing to the Parent prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or, to the Company’s knowledge, other communication since January 1, 2002 that alleges that the Company or any Subsidiary is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. Without limiting the foregoing:

(i) The Company and each of its Subsidiaries has obtained all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (A) the export and reexport of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”);

(ii) The Company and each of its Subsidiaries is in compliance in all material respects with the terms of all applicable Export Approvals;

(iii) There are no pending or, to the Company’s knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals;

(iv) To the Company’s knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and

(v) To the knowledge of the Company, no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

SECTION 4.9 Material Contracts.

(a) Except as set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and as permitted pursuant to Section 6.1, neither the Company nor any of its Subsidiaries is a party to or bound by (i) any agreement relating to the incurring of Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $1,000,000 in the aggregate, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, “Instruments of Indebtedness”); (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of the Company or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries; (iv) any agreement providing for the indemnification, in excess of $2,000,000, by the Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business consistent with past practice; (v) any joint venture or partnership agreement; (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (vii) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries; (viii) any collective bargaining agreement; (ix) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property; (x) any agreements pursuant to which the Company or any of its Subsidiaries leases any material real property or leases any material real property to third parties; (xi) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings

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of the Company or its Subsidiaries; (xii) any contract relating to the supply of any material item used by the Company or a Subsidiary that is a sole source of supply; (xiii) any contract or other agreement entered into since January 1, 1997 with respect to the acquisition or divestiture of all or any portion of a business; or (xiv) any other contract or other agreement not made in the ordinary course of business consistent with past practice that (A) is not within any of the other categories described in this Section 4.9(a) but is material to the Company and its Subsidiaries taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or expenditures, or otherwise involve an amount, in excess of $5,000,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Offer, the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and the agreements, contracts and obligations listed in clauses (i) through (xiv) being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 4.9(a) of the Company Disclosure Schedule sets forth as of the date hereof all of the Company Material Contracts. True, correct and complete copies of each Company Material Contract have been made available to Parent.

(b) Each Company Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto, and each Company Material Contract is in full force and effect. Neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company.

(c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and premiums) of such Person (i) for borrowed money (including overdraft facilities), (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit and bankers’ acceptances, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been assumed, (viii) all obligations of such Person under any sale and lease back transaction, agreement to repurchase securities sold or other similar financing transaction and (ix) in the nature of guarantees of the obligations described in clauses (i) through (viii) above of any other Person.

SECTION 4.10 Litigation. There are no suits, claims involving an amount in excess of $100,000, actions, arbitrations, alternative dispute resolution actions, proceedings or investigations (whether civil, criminal, administrative or otherwise) pending or, to the knowledge of the Company, threatened, against (or naming as a party thereto) the Company or any of its Subsidiaries or any of their respective properties or assets (or to the Company’s knowledge, any director or officer of the Company or any of its Subsidiaries in such capacity as director or officer). Neither the Company nor any of its Subsidiaries nor any of their respective properties or assets is subject to any outstanding orders, writs, injunctions or decrees that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company.

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SECTION 4.11 Information. None of the information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the Proxy Statement or (iv) any other document to be filed with the SEC or any other Governmental Entity in connection with the transactions contemplated by this Agreement (the “Other Filings”) will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of the Proxy Statement, at the date it or any amendment or supplement is mailed to shareholders, at the time of the Special Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or the Purchaser in writing specifically for inclusion in the Proxy Statement.

SECTION 4.12 Employee Benefit Plans.

(a) Section 4.12(a) of the Company Disclosure Schedule includes a complete list of all Employee Benefit Arrangements (other than Employment Agreements that are not Material Employment Agreements).

(b) With respect to each Plan (other than Employment Agreements that are not Material Employment Agreements), the Company has delivered or made available to Parent a true, correct and complete copy of: (i) each writing constituting a part of such Plan, including all plan documents, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service (the “IRS”), if any. The Company has delivered or made available to Parent a true, correct and complete copy of each Material Employment Agreement. Except as specifically provided in the foregoing documents delivered to Parent, there are no amendments to any Plan or Material Employment Agreement that have been adopted or approved, nor has the Company or any of its Subsidiaries committed to make any such amendments or to adopt or approve any new Plan or Material Employment Agreement.

(c) Section 4.12(c) of the Company Disclosure Schedule identifies each Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”). The IRS has issued a favorable determination letter with respect to each Qualified Plan and the related trust that has not been revoked, or there is pending, or time remaining in which to file, an application for such a determination letter, and the Company knows of no existing circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the related trust and which would not be correctible under the Employee Plans Correction Resolution System without material cost to the Company and its Subsidiaries. Section 4.12(c) of the Company Disclosure Schedule identifies each trust funding to any Plan which is intended to meet the requirements of Code Section 501(c)(9), and each such trust meets such requirements and provides no disqualified benefits (as such term is defined in Code Section 4976(b)).

(d) All contributions required to be made to any Plan by applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof have been timely made or paid in full. Each Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (ii) is unfunded.

(e) With respect to each Plan, the Company and its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all Laws applicable to such Plans. Each Plan has been administered in all material respects in accordance with its terms. There is not now, nor do any

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circumstances exist that could give rise to, any requirement for the posting of security with respect to a Plan or the imposition of any lien on the assets of the Company or any of its Subsidiaries under ERISA or the Code.

(f) No Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code.

(g) No Employee Benefit Arrangement is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”); (ii) none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has, at any time during the last six (6) years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (iii) none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has incurred any Withdrawal Liability that has not been satisfied in full.

(h) There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability that would be a liability of the Company or any of its Subsidiaries following the Effective Time. Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA.

(i) The Company and its Subsidiaries have no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, premiums for which are either paid by the employee or other qualified beneficiary or are not, in the aggregate, material. There has been no communication to employees by the Company or any of its Subsidiaries which could reasonably be interpreted to promise or guarantee such employees’ retiree health or life insurance or other retiree death benefits on a permanent basis.

(j) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company or any of its Subsidiaries, or result in any limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Plan, Material Employment Agreement or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Plan or Material Employment Agreement provides for a “gross up” or similar payments in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code.

(k) None of the Company, its Subsidiaries nor any other Person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Plans or their related trusts, the Company, any of its Subsidiaries or any Person that the Company or any of its Subsidiaries has an obligation to indemnify to any material tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(l) There are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course of business consistent with past practice), lawsuits or arbitrations which have been asserted or instituted, and, to the Company’s knowledge, no set of circumstances exists which may reasonably give rise to a claim or lawsuit, against the Plans, any fiduciaries thereof with respect to their duties to the Plans or the assets of any of the trusts under any of the Plans which could reasonably be expected to result in any material liability of the Company or any of its Subsidiaries to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor, any Multiemployer Plan, any Plan, any participant in a Plan, or any other party.

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(m) All Employee Benefit Arrangements subject to the Law of any jurisdiction outside of the United States (i) have been maintained in all material respects in accordance with all applicable requirements, (ii) if they are intended to qualify for special tax treatment meet all necessary requirements for such treatment and (iii) if they are intended to be funded and/or book-reserved are fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions.

(n) Each Company Stock Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plans pursuant to which it was issued, (ii) has an exercise price per Share equal to or greater than the fair market value of a Share on the date of such grant, (iii) has a grant date identical to the date on which the Company Board or its Compensation Committee actually awarded such Company Stock Option and (iv) qualifies for the tax and accounting treatment afforded to such Company Stock Option in the Company’s Tax Returns and the financial statements included in the Company SEC Reports.

(o) Each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) (a “Nonqualified Deferred Compensation Plan”) and any award thereunder has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code, IRS Notice 2005-1, Proposed Regulation Sections 1.409A-1 through 1.409A-6 inclusive and Final Regulations Sections 1.409A-1 through 1.409A-6 inclusive (collectively, the “409A Authorities”). No Plan that would be a Nonqualified Deferred Compensation Plan subject to Section 409A of the Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004, as amended (“AJCA”), has been “materially modified” within the meaning of Section 885(d)(2)(B) of AJCA after October 3, 2004, based upon a good faith, reasonable interpretation of AJCA and the 409A Authorities.

SECTION 4.13 Labor Matters.

(a) No employees of the Company or of any of its Subsidiaries are represented by any labor union or any collective bargaining organization, no labor union or collective bargaining organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Company’s knowledge, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s knowledge as of the date hereof no fact or event exists that is likely to cause any of the representation set forth in this Section 4.13 to be untrue on or before the Effective Time.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to employees of and service providers of the Company: the Company complies and has complied in all respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such Law respecting employment discrimination, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements (including OSHA), and no claims or investigations are pending or, to the Company’s knowledge, threatened with respect to such Law, either by private individuals or by governmental agencies; and all United States employees are at will.

(c) To the Company’s knowledge, it is not, nor has it been, engaged in any unfair labor practice within the past four (4) years. There is not now, nor has there been within the past four (4) years, any unfair labor practice complaint against the Company pending or, to the Company’s knowledge, threatened, before the National Labor Relations Board or any other comparable foreign or domestic authority or any workers’ council, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

(d) No material grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships (involving more than one employee) is pending, and no claims therefor exist or have, to the Company’s knowledge, been threatened; no labor strike, lock-out, slowdown, or work stoppage is

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pending or, to the Company’s knowledge, threatened against or directly affecting the Company; and, to the Company’s knowledge, no fact or event exists that is likely to cause any of the representations set forth in this Section 4.13 to be untrue on or before the Effective Time.

(e) All Persons who are or were performing services for the Company and are or were classified as independent contractors do or did satisfy and have satisfied the requirements of Law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so.

SECTION 4.14 Intellectual Property.

(a) Set forth on Section 4.14(a) of the Company Disclosure Schedule is a list of all patents, patent applications, trademark registrations and trademark applications, service mark registrations and service mark applications, certification mark registrations and certification mark applications, copyright registrations and copyright registration applications, domain names, mask works registrations and mask works registration applications, both domestic and foreign, that are owned by the Company or any of its Subsidiaries. The items set forth on Section 4.14(a) of the Company Disclosure Schedule and all other computer software, trade secrets, trademarks, trade names, service marks, certification marks, copyrights, know-how, methods, processes, procedures, apparatus, equipment, industrial property, discoveries, inventions, patent disclosures, designs, drawings, plans, specifications, engineering data, manuals, development projects, research and development work in progress, technology or other proprietary rights or confidential information, whether foreign or domestic, that are owned by the Company or any of its Subsidiaries are referred to as the “Owned Intellectual Property.” The Company and its Subsidiaries own all right, title and interest in and to the Owned Intellectual Property validly and beneficially, free and clear of all material Liens, with the sole and exclusive right to use the same, subject to those licenses granted to others by the Company or any of its Subsidiaries and listed on Section 4.14(b) of the Company Disclosure Schedule.

(b) Set forth on Section 4.14(b) of the Company Disclosure Schedule is a list of (i) all material licenses and assignments and other transfers of rights or interests in or to Owned Intellectual Property granted to others by the Company or any of its Subsidiaries, other than “shrinkwrap” license agreements, and (ii) all licenses, assignments and other transfers of rights or interests in or to patents, patent applications, trademark registrations and trademark applications, service mark registrations and service mark applications, certification mark registrations and certification mark applications, copyright registrations and copyright registration applications, domain names, mask works registrations, mask works registration applications, computer software, trade secrets, trademarks, trade names, service marks, certification marks, copyrights, know-how, methods, processes, procedures, apparatus, equipment, industrial property, discoveries, inventions, patent disclosures, designs, drawings, plans, specifications, engineering data, manuals, development projects, research and development work in progress, technology or other proprietary rights or confidential information, whether foreign or domestic, granted to the Company or any of its Subsidiaries by others, other than as granted pursuant to the Company’s or its Subsidiaries’ provision of products or services in the ordinary course of business or “shrinkwrap” license agreements (such items in this clause (b) (ii), “Licensed Intellectual Property,” and, together with the Owned Intellectual Property, the “Intellectual Property”). None of the material Intellectual Property is subject to termination or cancellation or change in its terms or provisions as a result of this Agreement or the transactions contemplated by this Agreement.

(c) To the knowledge of the Company, there is no material unauthorized use, infringement or misappropriation of any Intellectual Property. The Intellectual Property constitutes all the intellectual property necessary or appropriate to conduct the businesses of the Company and its Subsidiaries as presently conducted in all material respects, and upon consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries shall (i) have good, valid and unencumbered title to all Owned Intellectual Property and (ii) have valid right to use all Licensed Intellectual Property to the same extent such Licensed Intellectual Property and Owned Intellectual Property are currently used in the businesses of the Company and its Subsidiaries.

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(d) The current and past manufacture, sale, offer for sale, importation and use by the Company, its Subsidiaries and each of their respective predecessors of trademarks, service marks, certification marks, domain names, products, services and processes do not (and have not) infringe, misappropriate, violate, dilute or constitute the unauthorized use of any copyright, trade secret, patent, trademark, tradename or other intellectual property right of any Person, and neither the Company nor any of its Subsidiaries has received or has knowledge of any claim, complaint, threat, assertion, allegation or invitation to license to the contrary. No claim has been asserted, or to the knowledge of the Company, threatened by any Person against the Company or any of its Subsidiaries (i) relating to the use of any Intellectual Property or any other intellectual property right or (ii) challenging the ownership, scope, validity or enforceability of any Intellectual Property. To the knowledge of Company, all items set forth on Section 4.14(a) of the Company Disclosure Schedule are valid, enforceable and subsisting.

(e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (i) no Owned Intellectual Property is subject to any Law or agreement restricting in any manner the licensing, assignment or other transfer, use or enforceability thereof by the Company or any of its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries is subject to any agreement to indemnify any other Person against any charge of infringement of any Intellectual Property, except indemnities agreed to in the ordinary course of business consistent with past practice in connection with the sale, delivery or transfer of the Company’s or such Subsidiary’s products and services or included as part of the Company’s or such Subsidiary’s license agreements, and (iii) the Company or its Subsidiaries have the exclusive right to file, prosecute and maintain all applications and registrations with respect to all Owned Intellectual Property.

(f) The Company and each of its Subsidiaries has the right to use all trade secrets, customer lists, hardware designs, programming processes, databases, software and other information required for its products, services or its business as presently conducted or contemplated. The Company and each of its Subsidiaries has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, to the knowledge of the Company, (i) all employees and consultants of the Company or any of its Subsidiaries involved in the design, review, evaluation, development, implementation or support of services or products of the Company or any of its Subsidiaries or the creation or development of any Intellectual Property have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of the Company’s or its Subsidiaries’ trade secrets and other confidential information and to vest in the Company or its Subsidiaries exclusive ownership of such Intellectual Property and (ii) no trade secret or other confidential information of the Company or any of its Subsidiaries are part of the public domain or knowledge or has been misappropriated by any Person having an obligation to maintain such trade secret or other confidential information in confidence for the Company or any of its Subsidiaries.

(g) No Intellectual Property of the Company or any of its Subsidiaries or product, technology or service of the Company or any of its Subsidiaries is subject to any inter partes proceeding or outstanding decree, order, judgment, settlement agreement or stipulation to which the Company is a party that restricts in any manner the use, transfer or licensing thereof by the Company or such Subsidiary.

SECTION 4.15 Taxes.

(a) The Company and each of its Subsidiaries has filed all federal, state, local and foreign income Tax Returns required to be filed by it, and all other material Tax Returns required to be filed by it. All such Tax Returns were true, correct and complete in all material respects. The Company and each of its Subsidiaries has paid or caused to be paid all material Taxes in respect of the periods covered by such Tax Returns. The 2007 Financial Statements of the Company reflect an adequate reserve in accordance with GAAP for all Tax liabilities of the Company and its Subsidiaries through the date thereof. Each of the Company and its Subsidiaries has timely withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor, shareholder or other third party. Neither the

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Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any material Tax Return, other than for automatic extensions that do not require the affirmative consent of the taxing authority. There are no material security interests on any of the assets of the Company or any of its Subsidiaries that arose in connection with any failure to pay any Tax. There is no claim or dispute concerning any material Tax liability of the Company or its Subsidiaries either (i) claimed or raised by any authority in writing or (ii) as to which any of the directors and officers (and employees responsible for Tax matters) of the Company and its Subsidiaries has knowledge based on personal contact with any agent of such authority. No issue has been raised in writing in any examination by any authority with respect to the Company or any Subsidiary which, by application of similar principles, reasonably could be expected to result in a proposed material increase in Tax, in excess of that provided for in any reserve for Taxes, for any other period not so examined. All income Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries through the year ended May 31, 2003 have been examined by the IRS or other appropriate taxing authority and the examination concluded, or are Tax Returns with respect to which the period during which any assessments may be made by the IRS or other appropriate taxing authority has expired (taking into account any extension or waiver thereof). All material deficiencies and assessments asserted as a result of such examinations or other audits by federal, state, local or foreign taxing authorities have been paid, fully settled or adequately provided for in the Company’s financial statements, and no issue or claim has been asserted in writing for material Taxes by any taxing authority for any prior period, other than those heretofore paid, fully settled or adequately provided for in the Company’s financial statements. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any Tax Return of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (i) has been a member of a group filing consolidated returns for federal income Tax purposes (except for the group of which the Company is the common parent), (ii) has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferor or successor, by contract or otherwise, or (iii) is a party to a Tax sharing or Tax indemnity agreement or any other agreement of a similar nature involving a material amount of Taxes that remains in effect. Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (A) in the two (2) years prior to the date of this Agreement (or will constitute such a corporation in the two (2) years prior to the Effective Time) or (B) related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither the Company nor any of its Subsidiaries is required, or has been required, to make any disclosure to the IRS with respect to a “listed transaction” pursuant to Treasury Regulation Section 1.6011-4(b)(2) or any similar provision of other applicable Law. The Company and its Subsidiaries have made all necessary disclosures required by Treasury Regulation Section 1.6011-4 and any similar provision of other applicable Law, and neither the Company nor any of its Subsidiaries have been participants in a transaction described in Treasury Regulation Section 1.6011-4(b)(2), 1.6011-4(b)(3) or 1.6011-4(b)(4) or any similar provision of other applicable Law. The Company and each of its Subsidiaries have disclosed on their Tax Returns all positions taken therein that could give rise to a substantial understatement penalty under Code Section 6662 or a material amount of penalty under any similar provision of other applicable Law, and are in possession of supporting documentation as may be required under any such provision. None of the Company’s foreign Subsidiaries has been a member of any group that has filed a combined, consolidated or unitary Tax Return, other than such Tax Returns for which the period of assessment has expired (taking into account any extension or waiver thereof). None of the Company’s foreign Subsidiaries is (1) engaged in a United States trade or business for United States federal income tax purposes or (2) a “passive foreign investment company” (within the meaning of Section 1297 of the Code).

(b) For purposes of this Agreement, the terms “Tax” or “Taxes” mean all taxes, charges, fees, levies or other assessments, including, income, gross receipts, excise, property, sales, transfer, license, payroll, withholding, capital stock and franchise taxes, imposed by the United States or any state, local or foreign government or subdivision or agency thereof, including any interest, penalties or additions thereto. For purposes of this

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Agreement, the term “Tax Return” means any report, return or other information or document required to be supplied to a taxing authority in connection with Taxes and any amendment or supplement thereto.

SECTION 4.16 Insurance. Each of the Company and its Subsidiaries maintain all forms of insurance as are reasonable and customary in amount and scope for companies in the industry in which they operate. Each of such policies and other forms of insurance is in full force and effect on the date hereof and shall (or comparable replacement or substitutions therefor shall) be kept in full force and effect by the Company through the Effective Time. All such policies are sufficient for compliance in all material respects with all requirements of Law and with all requirements under all contracts to which the Company or a Subsidiary is a party or otherwise bound or other obligations to which the Company and its Subsidiaries is subject, including any indemnities or guaranty obligations. All premiums with respect thereto due and payable on or prior to the Effective Time have been paid or will be paid prior to the Effective Time, and no written (or to the knowledge of the Company other) notice of cancellation or termination has been received with respect to any such policy.

SECTION 4.17 Relationships with Customers, Suppliers, Distributors and Sales Representatives. The Company has not received any written (or to the knowledge of the Company, other) notice that any material customer, supplier, distributor or sales representative intends to cancel, terminate or otherwise materially and adversely modify or not renew its relationship with the Company or any Subsidiary, and, to the Company’s knowledge, no such action has been threatened. Schedule 4.17 of the Company Disclosure Schedule sets forth all suppliers of the Company or any of its Subsidiaries who are the sole source of such supply (other than public utilities).

SECTION 4.18 Rights Agreement. The Company has amended the Rights Agreement so that (a) Parent and the Purchaser are each exempt from the definition of “Acquiring Person” contained in the Rights Agreement, and no “Stock Acquisition Date” or “Distribution Date” or “Section 11(h) Event” or “Section 13 Event” (as such terms are defined in the Rights Agreement) will occur as a result of the execution or delivery of this Agreement, the making of the Offer, the acquisition of Common Shares pursuant to the Offer or the consummation of the Merger and the other transactions contemplated by this Agreement and (b) the Rights Agreement will terminate and the Rights will expire immediately prior to the Effective Time. The Rights Agreement, as so amended, has not been further amended or modified. True and complete copies of all such amendments to the Rights Agreement have been made available to Parent.

SECTION 4.19 Product Liability. To the knowledge of the Company, (i) there are no material defects in the design, materials or manufacturing of any product now or previously sold by the Company or any of its Subsidiaries; (ii) neither the Company nor any of its Subsidiaries has initiated a recall of any of the products directly or indirectly sold or distributed by them or the Company; and (iii) there is no fact relating to any product of the Company or any Subsidiary that could reasonably be expected to impose a duty on the Company to recall any product or warn customers of a defect; and neither the Company nor any of its Subsidiaries has received any written, oral, or other notice of a claim alleging a material design, material or manufacturing defect in or strict liability with respect to any product sold by the Company or any of its Subsidiaries, in each case, excluding any and all requests for product returns in the ordinary course of business which have not had and are not expected to result in any material liability to the Company and its Subsidiaries.

SECTION 4.20 Brokers. Except for the engagement of Goldman, Sachs & Co., none of the Company, any of its Subsidiaries, nor any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement. The Company has previously provided to Parent a copy of the Company’s engagement letter with Goldman, Sachs & Co., as amended or modified, and any related agreements.

SECTION 4.21 Opinion of Financial Advisor. The Company Board has received the opinion of Goldman, Sachs & Co. to the effect that, as of October 13, 2007, the consideration to be received by the holders of Common Shares (other than Parent and its Affiliates) pursuant to the Offer and the Merger is fair to such holders

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from a financial point of view. After Goldman, Sachs & Co. has confirmed such opinion in writing, a copy thereof shall be made available to Parent for informational purposes only.

SECTION 4.22 Property. The Company owns and has good and indefeasible title to all of its owned real property and good title to all its personal property and has valid leasehold interests in all of its material leased properties free and clear of all Liens (except for Permitted Liens) sufficient to conduct their respective businesses as currently conducted. All leases under which the Company or any of its Subsidiaries leases any material real or personal property are valid and effective against the Company or any of its Subsidiaries and there is not, under any of such leases, any existing default by the Company or any of its Subsidiaries, to the Company’s knowledge, the counterparties thereto, or, to the Company’s knowledge, any event, fact or circumstance which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries or, to the Company’s knowledge, the counterparties thereto.

SECTION 4.23 Affiliate Transactions. No executive officer or director of the Company or any of its Subsidiaries or any Person beneficially owning 5% or more of the Common Shares is a party to any contract with or binding upon the Company or any of its Subsidiaries or any of their respective properties or assets or has any interest in any property, asset (including both tangible and intangible assets and both real property and personal property) or right owned or used by the Company or any of its Subsidiaries or has engaged in any transaction with any of the foregoing since May 22, 2004.

SECTION 4.24 Assets. The Company and each Subsidiary has good, valid and marketable title to, or a valid leasehold interest in, all of the tangible, intangible and other assets, rights and properties used, held for use or purportedly owned by the Company or such Subsidiary (the “Assets”), free and clear of all Liens other than Permitted Liens. The Assets constitute all of the assets, rights and properties necessary for the conduct of the Business substantially in the same manner as presently conducted.

SECTION 4.25 Government Contracts. With respect to each material Government Contract or Bid to which the Company or any Subsidiary is a party, the Company or such Subsidiary has complied with all material terms and conditions and all applicable requirements of Law. Neither the Company nor any Subsidiary has been, nor is it now being, audited or investigated by any Governmental Entity, or the inspector general, auditor general or similar functionary of any Governmental Entity nor, to the Company’s knowledge, has such audit or investigation been threatened relating to any Government Contract or Bid. Neither the Company nor any Subsidiary is or has been, and none of their respective officers, directors or employees is or, to the knowledge of the Company, has been, suspended or debarred from doing business by any Governmental Agency or declared nonresponsible or ineligible for government contracting, and no such suspension or debarment action has been commenced.

SECTION 4.26 14d-10(d). The parties acknowledge that certain payments have been made or are to be made, and certain benefits have been granted or are to be granted, according to employment compensation, severance, Employment Agreements and other Employee Benefit Arrangements (collectively, the “Arrangements”) to certain holders of Common Shares and other securities of the Company (the “Covered Securityholders”). All such amounts payable under the Arrangements (i) are being paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The adoption, approval, amendment or modification of each Arrangement since the discussions relating to the transactions contemplated hereby between the Company and Parent began has been approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of the Company in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto and the “safe harbor” provided pursuant to Rule 14d-10(d)(2) is otherwise applicable thereto as a result of the taking prior to the execution of this Agreement of all necessary actions by the Company Board, the compensation committee thereof or its independent directors.

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ARTICLE FIVE

REPRESENTATIONS AND WARRANTIES

OF PARENT AND THE PURCHASER

Parent and the Purchaser hereby represent and warrant to the Company that, except as described in the section of the Parent Disclosure Schedule corresponding to the section of this Article Five to which exception is being taken or in another section of the Parent Disclosure Schedule to the extent that (1) such other section is cross-referenced in the section of the Parent Disclosure Schedule to which the exception is being taken or (2) the applicability of such disclosure is clearly apparent on its face:

SECTION 5.1 Organization and Qualification. Parent is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Purchaser is a corporation duly organized and validly existing under the laws of the state of Oregon. Each of Parent and the Purchaser has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted and is duly qualified or licensed to do business, and is in good standing or has comparable status, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or in good standing, would not prevent or materially delay the consummation of the Offer or the Merger.

SECTION 5.2 Authority Relative to this Agreement. Parent and the Purchaser have all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the Purchaser, the performance of their obligations hereunder and the consummation by Parent and the Purchaser of the transactions contemplated hereby have been duly and validly authorized and approved by the Parent Board, the Purchaser Board and by the sole shareholder of the Purchaser, and no other corporate proceedings on the part of Parent or the Purchaser are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (other than the filing of the Articles of Merger pursuant to the requirements of the OBCA). This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming the due and valid authorization, execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of Parent and the Purchaser, enforceable against them in accordance with its terms.

SECTION 5.3 No Conflict; Required Filings and Consents.

(a) None of the execution and delivery of this Agreement by Parent or the Purchaser, the performance by Parent or the Purchaser of their respective obligations hereunder and the consummation by Parent and the Purchaser of the transactions contemplated hereby will (i) conflict with or violate their respective certificates or articles of incorporation or bylaws, (ii) assuming that all Consents described in Section 5.3(b) have been made or obtained, conflict with or violate any Law applicable to Parent or the Purchaser, or by which any of them or any of their respective properties or assets may be bound or affected, or (iii) result in a violation or breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, or the creation of any Lien on any of the properties or assets of Parent or the Purchaser (any of the foregoing referred to in clause (ii) or clause (iii) above being a “Parent Violation”) pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or the Purchaser is a party or by which Parent or the Purchaser or any of their respective properties or assets may be bound or affected, other than, in the case of clause (ii) or clause (iii) above, any such Parent Violations that would not reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger.

(b) Other than (i) the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice of a premerger notification and report form by the Company under the HSR Act and any

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applicable foreign antitrust filings and (ii) the filing of the Articles of Merger with the Secretary of State of the State of Oregon, none of the execution and delivery of this Agreement by Parent and the Purchaser, the performance by Parent or the Purchaser of their obligations hereunder or the consummation by Parent or the Purchaser of the transactions contemplated hereby does or will require any Consent of any Governmental Entity except for any such Consents, the failure of which to be made or obtained, would not have a material adverse effect on the ability of Parent or the Purchaser to timely consummate the transactions contemplated by this Agreement.

SECTION 5.4 Information. None of the information supplied by Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Other Filings will, at the respective times filed with the SEC or other Governmental Entity, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Parent or the Purchaser with respect to statements made therein based on information regarding the Company supplied by the Company in writing specifically for inclusion or incorporation by reference therein.

SECTION 5.5 The Purchaser. The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. As of the Effective Time, all of the outstanding capital stock of the Purchaser will be owned indirectly by Parent. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, the Purchaser has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type whatsoever or entered into any agreements or arrangements with any Person, except as would not reasonably be expect to have a material adverse effect on the ability of the Purchaser to timely consummate the transactions contemplated by this Agreement.

SECTION 5.6 Cash Availability. Parent has possession of, or shall have available to it, sufficient funds to consummate the transactions contemplated by this Agreement, and will cause the Purchaser to have sufficient funds available to consummate the Offer and the Merger.

ARTICLE SIX

COVENANTS

SECTION 6.1 Conduct of Business of the Company.

(a) Except as expressly required by this Agreement or otherwise with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will, and will cause each of its Subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and will use its reasonable best efforts, and will cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact the business organization of the Company and each of its Subsidiaries, to keep available the services of its and their present officers and key employees, and to preserve the goodwill of those having business relationships with it, including maintaining existing relationships with suppliers, distributors, customers, licensors, employees and others having business relationships with the Company.

(b) Without limiting the generality of the foregoing, and except as otherwise required by this Agreement or as set forth on Section 6.1 of the Company Disclosure Schedule, the Company will not, and will not permit any of its Subsidiaries to, during the period from the date of this Agreement to the Effective Time, without the prior written consent of Parent:

(i) adopt any amendment to its articles of incorporation or bylaws or comparable organizational documents or the Rights Agreement, except as expressly contemplated by this Agreement;

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(ii) sell, transfer, dispose of, pledge, hypothecate, grant a security interest in or otherwise encumber any capital stock or other securities owned by it in any of its Subsidiaries;

(iii) (A) issue, reissue or sell, or authorize the issuance, reissuance or sale of (1) shares of capital stock of any class, or securities convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible securities or capital stock, other than the issuance of Common Shares, pursuant to the exercise of Company Stock Options, vesting of Company Restricted Shares or settlement of Company RSUs, in each case, outstanding on the date hereof in accordance with the terms of such Company Stock Options, Company Restricted Shares or Company RSUs, as applicable, or (2) any other securities in respect of, in lieu of, or in substitution for, Common Shares outstanding on the date hereof or (B) make any other changes in its capital structure;

(iv) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any class or series of its capital stock except for dividends by any wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company;

(v) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other securities other than the acquisition of stock by the Company in connection with (A) payment of income tax as provided in award agreements relating to Company Stock Options, Company Restricted Shares, or Company RSUs or (B) forfeiture of Company Restricted Shares;

(vi) (A) increase the compensation or benefits payable or to become payable to its current or former directors, officers or employees (whether from the Company or any of its Subsidiaries), (B) pay or award any payment or benefit not required by any existing Employee Benefit Arrangement or Employment Agreement to any officer, director or employee (including the granting of stock options, stock appreciation rights, restricted stock units, shares of restricted stock or performance units pursuant to the Company Stock Plans or otherwise), (C) grant any severance or termination pay to any officer or director of the Company or its Subsidiaries, (D) grant any severance or termination pay to any employee who is not an officer, other than grants of severance or termination pay in the ordinary course of business consistent with past practice that are required by the terms of the Company’s Employee Benefit Arrangements (as such terms and arrangements existed as of May 26, 2007) to such employees whose employment is terminated prior to the Effective Time, (E) enter into any employment or severance agreement with, any director, officer or other employee of the Company or any of its Subsidiaries or (F) establish, adopt, enter into, amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, savings, welfare, deferred compensation, employment, termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any directors, officers or current or former employees of the Company or its Subsidiaries (any of the foregoing being an “Employee Benefit Arrangement”), except, in each case, to the extent required by applicable Law or term of any existing Employee Benefit Arrangement (as such terms and arrangements existed as of May 26, 2007) described in the Company Disclosure Schedule as specifically requiring such an action;

(vii) mortgage, encumber, sell, transfer, lease, license or otherwise dispose of, or subject to any material Lien, (A) any assets or property (including Intellectual Property) or securities with a value of $1,000,000 individually or, (B) taking all such matters in the aggregate, assets or property (including Intellectual Property) or securities with a value of $2,000,000, in each case, except pursuant to existing contracts or commitments or the sale of goods in the ordinary course of business consistent with past practice;

(viii) acquire (whether by merger, consolidation, recapitalization, acquisition of stock or assets or any other form of transaction) any corporation, partnership or other business organization or division thereof;

(ix) (A) incur, assume or pre-pay any Indebtedness, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other

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Person (including any Indebtedness), (C) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice and in accordance with their terms, (D) make any loans, advances or capital contributions to, or investments in, any other Person, except for loans, advances, capital contributions or investments between any wholly owned Subsidiary of the Company and the Company or another wholly owned Subsidiary of the Company, (E) vary the Company’s payment, collection or inventory practices in any material respect from the Company’s past practices or (F) cancel or forgive any Indebtedness owed to the Company or any of its Subsidiaries;

(x) (A) other than in the ordinary course of business consistent with past practice, terminate, modify, renew or waive any material provision of any Company Material Contract other than normal renewals of such Company Material Contracts without materially adverse changes, additions or deletions of terms or (B) enter into or renew any agreement, contract, lease, license or other binding obligation of the Company or its Subsidiaries (i) containing (1) any limitation or restriction on the ability of the Company or its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of Parent or its Subsidiaries, to engage in any type of activity or business, (2) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries or, following consummation of the transactions contemplated hereby, all or any portion of the business of Parent or its Subsidiaries, is or would be conducted or (3) any limit or restriction on the ability of the Company or its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of Parent or its Subsidiaries, to solicit customers or employees, (ii) that would reasonably be expected to materially delay or prevent the consummation of the Merger or any of the transactions contemplated by this Agreement, (iii) that involves or would reasonably be expected to involve payments in excess of $1,000,000 annually or $2,000,000 in the aggregate over the term of the contract and that is not terminable within thirty (30) days of the Effective Time without payment by Parent or its Subsidiaries or (iv) that, if effective as of the date hereof, would have been listed on Section 4.9(a) of the Company Disclosure Schedule as a Company Material Contract;

(xi) alter in any material respect, or enter into any commitment to alter in any material respect, any interest material to the Company and its Subsidiaries, taken as a whole, in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any equity or ownership interest on the date hereof (other than any interest arising from any foreclosure, settlement in lieu of foreclosure or troubled loan or debt restructuring in the ordinary course of business consistent with past practice);

(xii) agree or consent to any material agreement or material modifications of existing agreements with any Governmental Entity (other than customer contracts in the ordinary course of business consistent with past practice) except as required by Law;

(xiii) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or a loss payable payee to lapse, be canceled or expire unless a new policy with substantially identical coverage is in effect as of the date of lapse, cancellation or expiration;

(xiv) except in the ordinary course of business consistent with past practice, make or change any material Tax elections unless required by applicable Law, file any material amended Tax Return, enter into any material closing agreement with respect to Taxes, settle or compromise any material liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any material claim for a refund of Taxes or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment;

(xv) change in any material respect its Tax or financial accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, in each case, in effect on the date hereof, except as required by changes in GAAP or regulatory financial accounting principles;

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(xvi) change in any material respects its investment or risk management or other similar policies (including with respect to hedging) of the Company or any of its Subsidiaries;

(xvii) take any action that is intended or is reasonably likely to result in (a) any of its representations or warranties set forth in this Agreement being or becoming untrue in any respect at any time prior to the Effective Time in any manner that would be reasonably likely to cause the conditions set forth in Annex I or Article Seven to not be satisfied or (b) a violation of any provision of this Agreement, except, in each of the foregoing cases, as may be required by applicable Law;

(xviii) incur any capital expenditures or enter into any agreement obligating the Company or its Subsidiaries to provide for future capital expenditures, except in a manner consistent with the capital expenditures budgeted for in the 2008 Budget previously made available to Parent (provided, however, that in no event shall the aggregate amount of such capital expenditures exceed $5,000,000 as measured from the date of this Agreement to the Effective Time);

(xix) waive, release, assign, initiate, pay, discharge, settle or compromise any pending or threatened claim, action, litigation, arbitration or proceeding other than (A) in the ordinary course of business consistent with past practice, (B) for solely money damages not in excess of $25,000 individually or $50,000 in the aggregate and (C) as would not be reasonably likely to have any adverse impact on any other pending or potential claims, actions, litigation, arbitration or proceedings;

(xx) change its cash management policies, including accelerating the collection of accounts receivable or deferring the payment of accounts payable; or

(xxi) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 6.1.

SECTION 6.2 No Solicitation.

(a) The Company agrees that neither the Company nor any of its Subsidiaries shall, and that the Company shall cause its and its Subsidiaries’ respective directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit or encourage, or take any other action to facilitate, any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a Takeover Proposal, (ii) have any discussion with or provide any information or data to any Person relating to a Takeover Proposal or engage in any negotiations concerning a Takeover Proposal (except solely to inform a Person who has made an unsolicited request or approach of the existence of this Section 6.2), (iii) make or authorize any statement, recommendation or solicitation in support of any Takeover Proposal or (iv) enter into any letter of intent, arrangement, understanding or agreement regarding any Takeover Proposal.

For purposes of this Agreement, a “Takeover Proposal” means any proposal or offer from any Person (other than from Parent and its Affiliates) relating to (A) any direct or indirect acquisition or purchase of (1) assets of the Company and its Subsidiaries (including interests in Subsidiaries) that generate 15% or more of the net revenues or net income, or that represent 15% or more of the total assets, of the Company and its Subsidiaries, taken as a whole, immediately prior to such transaction or (2) 15% or more of any class of equity securities of the Company, (B) any purchase or sale of, or tender or exchange offer for, capital stock of the Company (or its Subsidiaries) that if consummated would result in any Person beneficially owning 15% or more of any class of any capital stock or voting power of the Company (or any one or more Subsidiaries of the Company, individually or taken together, whose business constitutes 15% or more of the net revenues, net income or total assets of the Company and its Subsidiaries, taken as a whole) or (C) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, share exchange, stock purchase or similar transaction involving the Company (or any one or more Subsidiaries of the Company, individually or taken together, whose business constitutes 15% or more of the net revenues, net income or total assets of the Company and its Subsidiaries, taken as a whole, immediately prior to such transaction).

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(b) If and only to the extent that (A) Common Shares shall not have been purchased in the Offer, (B) a Takeover Proposal has been received and not withdrawn, (C) the Company Board determines in good faith, after consultation with the Company’s financial adviser and outside legal counsel, that such Takeover Proposal could reasonably be expected to lead to a Superior Proposal, and the failure to do so would be reasonably likely to constitute a failure to comply with its fiduciary duties to the Company’s shareholders under applicable Law, (D) such Takeover Proposal was not solicited in contravention of Section 6.2 and none of the Company or any of its Subsidiaries or any of their respective directors, officers, employees, agents and representatives has breached this Section 6.2 (other than (1) immaterial breaches or (2) breaches that have not resulted in the making of such Takeover Proposal), and (E) the Company provides prior written notice to Parent of its decision to take such action not less than twenty-four (24) hours prior to taking such action, then the Company shall be permitted to (x) furnish information with respect to the Company and any of its Subsidiaries that has previously been provided to Parent to such Person pursuant to a confidentiality and standstill agreement having terms at least as favorable to the Company as the Confidentiality Agreement (which agreement shall be provided to Parent prior to furnishing any information to such Person) and (y) participate in discussions with such Person and (z) if the Company Board determines after consulting with its financial advisors and outside legal counsel that such Takeover Proposal is a Superior Proposal, and it is necessary to do so in order to comply with its fiduciary duties to the Company’s shareholders under applicable Law, effect a Change in the Company Recommendation and waive any standstill provisions with respect to such Superior Proposal.

For the purposes of this Agreement, “Superior Proposal” means a bona fide written proposal or offer made by a Person other than a party hereto that (1) is for a Takeover Proposal (except that references in the definition of “Takeover Proposal” to “15%” shall be “more than 50%”) and (2) is on terms that the Company Board in good faith concludes (after consulting with its financial advisors and outside counsel), taking into account, among other things, the likelihood and timing of consummation and all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal and of the transactions contemplated by this Agreement and the parties to this Agreement, is more favorable to the Company’s shareholders (in their capacities as shareholders) than the transactions contemplated by this Agreement.

(c) Except as expressly permitted by Section 6.2(b), neither the Company Board nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Parent, the approval of the Agreement, the Merger or the Company Recommendation or take any action or make any public statement inconsistent with such approval or Company Recommendation, (ii) approve or recommend, or propose publicly to approve or recommend, or fail to publicly recommend against within ten (10) Business Days thereof, any Takeover Proposal, (iii) fail to include the Company Recommendation in the Schedule 14D-9 or any Proxy Statement, as applicable, or (iv) resolve or agree to do any of the foregoing (any of the foregoing, a “Change in the Company Recommendation”).

(d) The Company agrees that it will, and will cause its officers, directors, employees, agents and representatives to, immediately cease and cause to be terminated all access to any non-public information about the Company or its Subsidiaries by and any activities, discussions or negotiations existing as of the date of this Agreement with any Person (other than the parties hereto) with respect to any Takeover Proposal, and shall promptly request in writing the return or destruction of any confidential information provided to any such Person (other than Parent or the Purchaser) in accordance with the terms of the applicable confidentiality agreement entered into with such Person. Each of Parent and the Purchaser agrees that no such prior activity shall be considered solicitation of a Takeover Proposal hereunder.

(e) In addition to the obligations of the Company set forth in the other provisions of this Section 6.2, the Company shall as promptly as practicable (and in any event within one (1) Business Day) advise Parent in writing of any request for information relating to a Takeover Proposal, or of any Takeover Proposal or inquiry with respect to a Takeover Proposal, the material terms and conditions of such request or Takeover Proposal or inquiry and the identity of the Person making such request or Takeover Proposal or inquiry, and shall as promptly as practicable (and in any event within one (1) Business Day) provide a copy of any written request or Takeover

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Proposal or inquiry (and all documents relating to or setting forth the terms of such inquiry or Takeover Proposal) to Parent. The Company will keep Parent promptly informed of the status and details (including amendments or proposed amendments) of any such request or Takeover Proposal or inquiry and shall promptly provide to Parent a copy of any non-public information furnished to the Person who made such request or Takeover Proposal or inquiry that was not previously provided to Parent. The Company acknowledges and agrees that each successive amendment or revision to any Takeover Proposal or Superior Proposal shall constitute a new Takeover Proposal for purposes of this Agreement (provided that the Company shall not be required to enter into a new confidentiality agreement with respect to such an amended Takeover Proposal if the Company already has such a confidentiality agreement in compliance with Section 6.2(b) with the party making such amended Takeover Proposal).

(f) Nothing contained in this Section 6.2 shall prohibit the Company from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would violate its obligations under applicable Law; provided, however, that any such disclosure relating to a Takeover Proposal shall be deemed to be a Change in the Company Recommendation unless the Company Board reaffirms the Company Recommendation in such disclosure.

(g) The Company Board shall unanimously recommend to the Company’s shareholders the approval and adoption of this Agreement, the Offer, the Merger and the other transactions contemplated hereby; provided, however, that the Company Board shall not be required to make such Company Recommendation to the extent that it effects a Change in the Company Recommendation in accordance with Section 6.2(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.2(g) and its other obligations under this Section 6.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the shareholders of the Company at the Special Meeting for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve the Company of such obligation. The Company shall use its reasonable best efforts to hold the Special Meeting as soon as practicable, and the Company shall otherwise coordinate and cooperate with Parent with respect to the timing of the Special Meeting.

SECTION 6.3 Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records (electronic or otherwise), officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law or consistent with such privilege and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of September 3, 2007, between Parent and the

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Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent or the Purchaser shall not affect, and shall not be deemed to modify, any of the representations and warranties made by the Company herein.

SECTION 6.4 Reasonable Best Efforts.

(a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

(b) Parent and the Company shall file as soon as practicable (but not later than five (5) Business Days in the case of any filing under the HSR Act and seven (7) Business Days in the case of any filings under foreign statutes or regulations) after the date of this Agreement notifications under the HSR Act and under any material applicable foreign statutes or regulations applicable to the Merger and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice or such other domestic or foreign antitrust regulatory authority, as applicable for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the other party and its advisors prior to filing or responding

(c) Parent and the Company shall (i) promptly notify the other party of any communication to that party from any Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby; (ii) if practicable, permit the other party the opportunity to review in advance all the information relating to Parent or the Company, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and incorporate the other party’s reasonable comments; (iii) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation, or inquiry concerning this Agreement or the transactions contemplated herein unless it consults with the other party in advance, and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend; and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and representatives, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the transactions

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contemplated hereby, except that any materials concerning valuation of the transaction or internal financial information may be redacted.

(d) Each of the parties will use its reasonable best efforts to obtain as promptly as practicable all Consents of any Governmental Entity or any other Person required in connection with, and waivers of any Company Violations and Parent Violations, as applicable, that may be caused by, the consummation of the transactions contemplated by this Agreement, provided, however, that, notwithstanding any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, and Parent shall not be obligated to, agree to divest, hold separate or otherwise materially restrict the use or operation of any portion of the business or assets of Parent, the Company or the Surviving Corporation or any subsidiary of any of the foregoing.

SECTION 6.5 Public Announcements. The Company, on the one hand, and Parent and the Purchaser, on the other hand, agree to consult promptly with each other prior to issuing any press release or otherwise making any public statement with respect to the Offer, the Merger and the other transactions contemplated hereby, agree to provide to the other party for review a copy of any such press release or public statement prior to the issuance of such press release or public statement, and shall not issue any such press release or make any such public statement without the written approval of the other, unless required by applicable Law or any listing agreement with a securities exchange. Parent and the Company agree to issue a joint press release announcing this Agreement.

SECTION 6.6 Indemnification; Insurance.

(a) From and after the Expiration Date, the Company and the Surviving Corporation will, and Parent will cause the Company and Surviving Corporation to, indemnify and hold harmless each present and former director and officer of the Company (the “Indemnified Parties”), against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, by reason of the fact that such individual is or was a director or officer of the Company, or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in respect of actions or omissions occurring at or prior to the Effective Time, as applicable, to the fullest extent permitted under the articles of incorporation and bylaws of the Company as of the date hereof, and shall advance fees and expenses (including attorneys fees) as incurred to the fullest extent permitted under the articles of incorporation and bylaws of the Company as of the date hereof.

(b) The Company or the Surviving Corporation, as applicable, shall be entitled to assume the defense of any action, suit, investigation or proceeding and the Company or the Surviving Corporation, as applicable, shall not be liable to any Indemnified Party for any legal expenses of separate counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if the Company or the Surviving Corporation, as applicable, elects not to assume such defense or counsel for the Indemnified Party advises that there are issues that raise conflicts of interest between the Company or the Surviving Corporation, as applicable, and the Indemnified Party, the Indemnified Party may retain counsel reasonably satisfactory to the Company or the Surviving Corporation, as applicable, and the Company or the Surviving Corporation, as applicable, shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided that the Company or the Surviving Corporation, as applicable, shall not be liable for the fees of more than one counsel for all Indemnified Parties, other than one local counsel in each jurisdiction, unless a conflict of interest shall be caused thereby, and provided further that the Company or the Surviving Corporation, as applicable, shall not be liable for any settlement effected without its written consent.

(c) From and after the Effective Time, the Surviving Corporation shall purchase and maintain a six-year extended reporting period endorsement under the Company’s directors’ and officers’ liability insurance coverage covering acts or omissions occurring prior to the Effective Time with respect to those Company officers and

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directors who are currently covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to such coverage and amount no less favorable to the Company’s directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided further that in no event shall the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.6(c) in excess of 200% of the aggregate premiums paid by the Company for the fiscal year ended May 26, 2007 (which amount is set forth on Section 6.6 to the Company Disclosure Schedule) for such purpose and, if the premiums for such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to use its reasonable best efforts obtain a policy with the greatest coverage available for a cost not exceeding such amount.

(d) If Parent, the Company (during the period from the Expiration Date to the Effective Time), the Surviving Corporation or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties or assets to any Person, then, in each case, Parent shall cause such action to be taken as may be necessary so that such Person shall assume all of the applicable obligations set forth in this Section 6.6.

(e) This Section 6.6 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Indemnified Parties and their respective heirs, executors and personal representatives, and shall be binding on all successors and assigns of the Company, Parent and the Surviving Corporation. This Section 6.6 shall not limit or otherwise adversely affect any rights any Indemnified Party may have under any agreement with the Company.

(f) Notwithstanding anything herein to the contrary and to the fullest extent permitted by Law, if any action, suit or proceeding is brought against any Indemnified Party and written notice of such action, suit or proceeding is provided to Parent by such Indemnified Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.6 shall continue in effect with respect to such action, suit or proceeding until the final disposition thereof.

SECTION 6.7 Notification of Certain Matters. Parent and the Company shall promptly notify each other of (a) the occurrence or non-occurrence of any fact or event which would reasonably be expected (i) to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or (ii) to cause any covenant, condition or agreement under this Agreement (including the conditions set forth in Annex I) not to be complied with or satisfied and (b) any failure of the Company, Parent or the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder (including the conditions set forth in Annex I); provided, however, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder. Each of the Company, Parent and the Purchaser shall give prompt notice to the other parties hereof of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement.

SECTION 6.8 Rights Agreement. The Company covenants and agrees that it will not (a) redeem the Rights, (b) amend the Rights Agreement or (c) take any action which would allow any Person (as defined in the Rights Agreement) other than Parent or the Purchaser to acquire beneficial ownership of 15% or more of the Common Shares without causing a “Stock Acquisition Date” or “Distribution Date” or “Section 11(h) Event” or “Section 13 Event” (as each such term is defined in the Rights Agreement) to occur. The Company Board shall not make a determination that Parent, the Purchaser or any of their respective Affiliates or Associates is an “Acquiring Person” for purposes of the Rights Agreement.

SECTION 6.9 State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any Takeover Law and to grant such

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additional approvals and take such additional actions as may be reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such Takeover Law on the Merger and the other transactions contemplated hereby.

SECTION 6.10 Parent Agreement Concerning Purchaser. Parent agrees to cause the Purchaser to comply with its obligations under this Agreement.

SECTION 6.11 Rule 16b-3 Actions. Parent and the Company agree that, in order to most effectively compensate and retain those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Offer and the Merger, both prior to and after the Effective Time, it is desirable that such persons not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the transactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.11. Promptly after the date hereof, the Company shall take all such steps as may be required to cause any dispositions of Common Shares resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

SECTION 6.12 Company Subsidiaries. The Company agrees to cause each of its Subsidiaries to comply with the obligations applicable to such Subsidiary under this Agreement.

SECTION 6.13 Conveyance Taxes; Tax Cooperation. The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transaction contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time. In addition to any other covenant of the Company hereunder, the Company shall keep Parent informed, and shall consult and cooperate with Parent, regarding the Company’s ongoing international Tax planning project (including internal corporate restructurings and entity classification elections undertaken for international Tax planning purposes), any other entity classification elections and any other material Tax planning involving the Company or any Subsidiary.

SECTION 6.14 Standstill Agreements; Confidentiality Agreements. Except as otherwise provided in clause (z) of Section 6.2(b), during the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it or any of its respective Subsidiaries is a party, other than client and customer agreements entered into by the Company or its Subsidiaries in the ordinary course of business consistent with past practice. During such period, the Company shall use reasonable best efforts to enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including by using reasonable best efforts to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. The Company shall inform Parent of any actual or threatened breaches of any such agreement and of any request by any Person to terminate, amend, modify or waive the provisions of any such agreement, and of the identity of any such Person.

SECTION 6.15 Employee Benefit Plans and Agreements.

(a) Subject to the last sentence of this Section 6.15(a) and to Section 6.15(e) and Section 6.15(f), Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Employee Benefit Arrangements and Employment Agreements. Following the Effective Time, active employees of the

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Company and its Subsidiaries (“Company Employees”) may, in the discretion of Parent, continue in the Employee Benefit Arrangements or become eligible for the employee benefit plans and arrangements of Parent or its Affiliates on substantially the same terms as such plans and arrangements are generally offered from time to time to similarly situated employees of Parent and its Affiliates. Nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any Employee Benefit Arrangement or Employment Agreement subject to its terms and applicable Law.

(b) For purposes of vesting and eligibility, but not benefit accrual, under the employee benefit plans of Parent and its Subsidiaries providing benefits to Company Employees after the Effective Time, each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries (and their respective predecessors) before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Plan, except to the extent such credit would result in a duplication of benefits or is prohibited under applicable Law or the terms of the applicable plan. In addition, and without limiting the generality of the foregoing, except to the extent prohibited under applicable Law or the terms of the applicable Plan: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by Parent and its Affiliates for the benefit of Company Employees (such plans, collectively, the “New Plans”) to the extent coverage under such New Plan replaces coverage under a comparable Plan in which such Company Employee participated immediately before the Effective Time; (ii) Parent shall cause all pre-existing condition exclusions, waiting periods and actively-at-work requirements of each New Plan to be waived for each Company Employee and his or her covered dependents to the extent currently applicable to such persons and waived under the corresponding Plan of the Company for the year in which the Effective Time occurs; (iii) Parent shall provide each Company Employee and his or her covered dependents with credit for any co-payments and deductibles paid prior to becoming eligible to participate in such New Plan, to the same extent such credit was given under the corresponding Plan, in satisfying any applicable deductible or annual maximum out-of-pocket requirements under such New Plan; and (iv) Parent shall apply any increase in the Company Employee’s portion of the premium cost, deductibles, co-payments and other out-of-pocket costs no earlier than the first day of the first plan year beginning after the Effective Time of either the Plan or the New Plan (as applicable). Entitlement to paid time off of Company Employees accrued as of the Effective Time shall not be reduced except as any such reduction would be permitted under the applicable paid time off plan, program or policy of the Company as of the date hereof.

(c) Parent shall, or shall cause the Surviving Corporation to, provide Company Employees whose employment terminates during the 18-month period following the Effective Time with severance benefits in an amount that is equal to the severance benefits that such Company Employee would have been entitled to pursuant to, and under circumstances consistent with, the terms of the Company’s severance plan as in effect as of May 26, 2007.

(d) Prior to the Effective Time, the Company Board shall take such actions as are necessary to (i) freeze participation in, and prevent additional deferral elections or deferred compensation awards or enhancements under, the Non-Qualified Account Plans and (ii) except with respect to any irrevocable deferral election made under the Non-Qualified Account Plans prior to the date hereof, to freeze any further deferral of compensation with respect to compensation that would have otherwise been paid on or prior to December 31, 2007, in each case in a manner that is compliant with section 409A of the Code.

(e) Without limiting the generality of Section 9.8, this Section 6.15 shall be binding upon and inure solely to the benefit of each party to this Agreement, and nothing in this Section 6.15, express or implied, is intended to confer upon any other Person, including without limitation, any current or former director, officer or employee of the Company or any of its Subsidiaries any rights or remedies of any nature whatsoever under or by reason of this Section 6.15.

(f) Nothing contained in this Agreement shall (i) constitute or be deemed to be an amendment to any Plan, New Plan or any other compensation or benefit plan, program or arrangement of the Company or any of its

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Subsidiaries; (ii) prevent the amendment or termination of any Employee Benefit Arrangement or Employment Agreement or interfere with the right or obligation of the Parent or its Affiliates to make such changes to the foregoing as are necessary to conform with applicable Law (including Section 409A of the Code); or (iii) limit the right of the Parent, the Company or any of their respective Affiliates to terminate the employment of any employee at any time.

(g) If the Company or any of its Subsidiaries enters into, adopts, amends, modifies or terminates any Arrangements to Covered Securityholders, the Company intends that all such amounts payable under such Arrangements (i) shall be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) shall not be calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. If there has been any adoption, approval, amendment or modification of any Arrangement, either prior to or after the date of this Agreement, the Company agrees that, upon the request of Parent, the Compensation Committee of the Company Board, consisting solely of independent directors, shall approve resolutions approving such adoption, approval, amendment or modification as an employment compensation, severance or other employee benefit arrangements, in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto.

SECTION 6.16 Cooperation. At the request of Parent, the Company shall promptly take such actions in respect of (i) the Notes, (ii) the Registration Rights Agreement by and between the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Citibank Global Markets Inc. dated as of June 29, 2007 (the “Notes Registration Rights Agreement”), (iii) the convertible note hedge transactions entered into with Merrill Lynch International and Citibank, N.A. on June 29, 2007 relating to the Notes, (iv) the warrants sold to Merrill Lynch Financial Markets, Inc. and Citibank, N.A. on June 29, 2007 relating to 8,678,061 Common Shares (clauses (iii) and (iv) jointly, the “Notes Hedge and Warrant Transactions”) and (v) the Company’s existing credit facilities, in each case as directed by and in accordance with the terms and conditions specified in writing by Parent, and the Company shall consult with Parent before taking any action with respect to any of the foregoing; provided, however, that, prior to the Acceptance Date, the Company shall not be required to incur any material amount of out-of-pocket expenses as a result of actions requested by Parent under this Section 6.16 unless Parent shall have agreed to reimburse the Company for such out-of-pocket expenses; and provided, further, that the Company shall not be obligated under this Section 6.16 to take any action that is not conditioned upon the occurrence of the Acceptance Date and that would reasonably be expected to expose the Company to material liability or expense if the Acceptance Date fails to occur. All actions, notices, announcements and other documentation related to the Notes, the Notes Registration Rights Agreement, the indenture governing the Notes or the Notes Hedge and Warrant Transactions as well as whether the Company settles any conversion obligations with respect to the Notes in whole or in part in Common Shares or in cash shall be subject to the prior written approval of Parent.

ARTICLE SEVEN

CONDITIONS TO CONSUMMATION OF THE MERGER

SECTION 7.1 Conditions. The respective obligations of Parent, the Purchaser and the Company to consummate the Merger are subject to the satisfaction of each of the following conditions:

(a) Shareholder Approval. The shareholders of the Company shall have duly approved the transactions contemplated by this Agreement, if required by applicable Law.

(b) Purchase of Common Shares. The Purchaser shall have accepted for payment and paid for Common Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms hereof.

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(c) Injunctions; Illegality. The consummation of the Merger shall not be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of a court of competent jurisdiction or any Governmental Entity and there shall not have been any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity, or other legal restraint or prohibition, which prevents the consummation of the Merger, or has the effect of making the acquisition of Common Shares in the Merger illegal.

(d) Regulatory Approval. Any waiting period (and any extension thereof) under the HSR Act or under any material applicable foreign statutes or regulations applicable to the Merger shall have expired or terminated or, where applicable, approval shall have been obtained.

ARTICLE EIGHT

TERMINATION; AMENDMENTS; WAIVER

SECTION 8.1 Termination. This Agreement may be terminated and the Merger contemplated hereby may be abandoned:

(a) at any time prior to the Effective Time, notwithstanding approval thereof by the shareholders of the Company, by the mutual written consent of Parent and the Company, by action of their respective Boards of Directors;

(b) by the Company if Purchaser fails to commence the Offer on or prior to October 24, 2007; provided, however, that any such termination, if any, must occur within five (5) Business Days from such date and, provided, further, the Company may not terminate this Agreement pursuant to this Section 8.1(b) (i) after the Purchaser commences the Offer or (ii) if the Purchaser’s failure to commence the Offer is due to the Company’s material breach of this Agreement;

(c) by Parent or the Company if (i) the Purchaser shall not have accepted for payment and paid for the Common Shares pursuant to the Offer in accordance with the terms hereof and thereof on or before February 12, 2008 (the “End Date”) or (ii) the Offer expires or is terminated or withdrawn pursuant to its terms and the terms of this Agreement without any Common Shares being purchased thereunder; provided, however, that a party may not terminate this Agreement pursuant to this Section 8.1(c) if such failure to accept for payment and pay for the Common Shares or such termination or withdrawal of the Offer is due to such party’s material breach of this Agreement;

(d) at any time prior to the Effective Time, notwithstanding approval thereof by the shareholders of the Company, by Parent or the Company if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting or making illegal the acceptance for payment of, or payment for, Common Shares pursuant to the Offer or the Merger and such order, decree or ruling or other action shall have become final and nonappealable, provided that the party seeking to terminate this Agreement shall have used its reasonable best efforts to prevent the entry of and to remove or lift such order, decree or ruling;

(e) by the Company prior to the acceptance for payment of Common Shares pursuant to the Offer, if the Company Board shall have determined to recommend a Superior Proposal to its shareholders and to enter into a binding written agreement concerning such Superior Proposal after making the determination required by Section 6.2, provided that the Company may not exercise its right to terminate under this Section 8.1(e) (and may not enter into a binding written agreement with respect to any Superior Proposal) unless and until (i) the Company shall have provided the Purchaser and Parent (A) prior written notice at least four (4) Business Days prior to such termination that the Company Board has authorized and intends to effect the termination of this Agreement pursuant to this Section 8.1(e) and (B) copies of all the forms of all proposed agreements, arrangements or understandings (including any amendments thereto) supplied by third parties and/or the forms of definitive agreements (including any amendments thereto) between the Company

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and any third parties, (ii) the Company Board shall have determined, in good faith and after consultation with its outside legal counsel and financial advisors, that the foregoing Takeover Proposal constituted at the time of its determination to terminate this Agreement and, at the end of the four (4) Business Day period referred to in clause (i) above, still constitutes a Superior Proposal taking into account any changes to this Agreement proposed by Parent and the Purchaser and (iii) prior to such termination, the Company shall have paid to Parent the Termination Fee and the Expense Fee described in Section 8.3;

(f) by Parent prior to the purchase of Common Shares pursuant to the Offer, if (i) a Change in the Company Recommendation shall have occurred, (ii) the Company Board shall have approved or recommended, or entered into any agreement (other than a confidentiality agreement as permitted pursuant to Section 6.2(b)) with respect to, a Takeover Proposal, taken any action to exempt a Takeover Proposal from any Takeover Law or the Rights, (iii) the Company, any of its Subsidiaries or any of their respective directors, officers, employees, agents or representatives shall have willfully and materially breached Section 6.2, (iv) the Company Board shall have adopted a resolution, or publicly proposed, to effect any of the foregoing, or (v) a Takeover Proposal shall have been publicly announced and the Company Board shall not have, within ten (10) Business Days thereof, rejected such Takeover Proposal and reaffirmed its support for the transactions contemplated by this Agreement;

(g) by the Company prior to the purchase of Common Shares pursuant to the Offer, if Parent or the Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would reasonably be expected to result in a Material Adverse Effect on Parent or the Purchaser (without giving effect to any exception or qualification as to materiality or Material Adverse Effect in any such representation, warranty, covenant or agreement) or a failure of a condition set forth in Section 7.1 or Annex I to be satisfied or the failure of the Effective Time to occur and (B) is not, or cannot be, cured within thirty (30) days after written notice thereof is provided by the Company to Parent; provided, however, that the Company may not terminate this Agreement pursuant to this Section 8.1(g) if the Company is in material breach of this Agreement; or

(h) by Parent prior to the purchase of Common Shares pursuant to the Offer, if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would reasonably be expected to have a Material Adverse Effect on the Company (without giving effect to any exception or qualification as to materiality or Material Adverse Effect in any such representation, warranty, covenant or agreement) or result in a failure of a condition set forth in Section 7.1 or Annex I to be satisfied or failure of the Offer to be consummated and (B) is not, or cannot be, cured within thirty (30) days after written notice thereof is provided by Parent to the Company; provided, however, that Parent may not terminate this Agreement pursuant to this Section 8.1(h) if Parent is in material breach of this Agreement.

SECTION 8.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or shareholders, other than the provisions of the penultimate sentence of Section 6.3 and the provisions of this Section 8.2 and Section 8.3 and the applicable provisions of Article Nine, which shall survive any such termination. Nothing contained in this Section 8.2 shall relieve any party from liability for fraud or any willful breach of this Agreement.

SECTION 8.3 Fees and Expenses.

(a) Whether or not the Merger is consummated, except as otherwise specifically provided herein, all costs and expenses incurred in connection with the Offer, this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

(b) In the event that this Agreement is terminated pursuant to Section 8.1(e) or Section 8.1(f), then the Company shall promptly (and in any event within one (1) Business Day after such termination or, in the case of

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any such termination by the Company, prior to such termination) pay Parent an amount equal to one hundred and five million dollars ($105,000,000) in cash by wire transfer (the “Termination Fee”).

(c) In the event that this Agreement is terminated pursuant to Section 8.1(c) and at the time of such termination (A) a Takeover Proposal shall have been publicly announced and (B) the Minimum Condition shall not have been satisfied at the Expiration Date (at a time when all other conditions to the Purchaser’s obligation to accept for payment and pay for Common Shares tendered in the Offer set forth in the first paragraph and clauses (a) and (b) of Annex I shall have been satisfied), then the Company shall promptly (and in any event within one (1) Business Day after such termination) pay Parent in cash by wire transfer an amount equal to fifteen million dollars ($15,000,000) (the “Expense Fee”) and if, within twelve (12) months of the date of such termination, a transaction or agreement constituting a Takeover Proposal (except that for this purpose references in the definition of “Takeover Proposal” to “15%” shall be “40%”) (A) is publicly announced or entered into which is subsequently consummated or (B) is consummated, the Company shall, prior to or simultaneously with the consummation of such transaction, pay Parent an amount equal to the Termination Fee minus the amount of any Expense Fee previously paid.

(d) The Company acknowledges that the agreements contained in Sections 8.3(b) and Section 8.3(c) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails promptly to pay the amounts due pursuant to Section 8.3(b) and Section 8.3(c), as applicable, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for any of the amounts payable to Parent pursuant to Section 8.3(b) or Section 8.3(c), the Company shall pay to Parent its costs and expenses (including attorneys’ fees and expenses) in connection with such suit together with interest on the amount of the amounts so payable at the rate on six (6)-month United States Treasury obligations plus 300 basis points in effect on the date such payment was required to be made pursuant to this Agreement.

(e) The prevailing party in any legal action undertaken to enforce this Agreement or any provision hereof shall be entitled to recover from the other party the costs and expenses (including attorneys’ and expert witness fees) incurred in connection with such action.

(f) In no event shall an amount more than one full Termination Fee and one Expense Fee be payable by the Company pursuant to this Section 8.3.

(g) For the avoidance of doubt, in the event that the Company terminates this Agreement at a time when Parent or the Purchaser would have had the right to terminate this Agreement, Parent shall be entitled to receipt of any Termination Fee and/or Expense Fee that would have been (or would have subsequently become) payable had Parent terminated this Agreement at such time.

SECTION 8.4 Amendment. Subject to Section 1.3(c), this Agreement may be amended by the Company, Parent and the Purchaser at any time before or after any approval of this Agreement by the shareholders of the Company but, after any such approval, no amendment shall be made which decreases the Merger Price or which adversely affects the rights of the Company’s shareholders hereunder without the approval of such shareholders. This Agreement may not be amended except by an instrument in writing signed on behalf of all the parties.

SECTION 8.5 Extension; Waiver. Subject to Section 1.3(c), at any time prior to the Effective Time, Parent and the Purchaser, on the one hand, and the Company, on the other hand, may (i) extend the time for the performance of any of the obligations or other acts of the other, (ii) waive any inaccuracies in the representations and warranties contained herein of the other or in any document, certificate or writing delivered pursuant hereto by the other or (iii) waive compliance by the other with any of the agreements or conditions. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

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ARTICLE NINE

MISCELLANEOUS

SECTION 9.1 Non-Survival of Representations and Warranties. The representations and warranties made in this Agreement or in any document, certificate or writing delivered pursuant to this Agreement shall not survive beyond the Effective Time. Notwithstanding the foregoing, the agreements set forth in Sections 3.2, 6.6 and 6.15 shall survive the Effective Time indefinitely (except to the extent a shorter period of time is explicitly specified therein).

SECTION 9.2 Entire Agreement; Assignment.

(a) This Agreement (including the documents and the instruments referred to herein, including the Confidentiality Agreement) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

(b) Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned, in whole or in part, by operation of Law or otherwise by any of the parties hereto without the prior written consent of the other party (except that Parent may assign its rights to any direct or indirect Subsidiary of Parent and the Purchaser may assign its rights, interest and obligations to Parent or any direct or indirect subsidiary of Parent without the consent of the Company). Any assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

SECTION 9.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

SECTION 9.4 Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission, with confirmation (provided that any notice received by facsimile transmission or otherwise at the addressee’s location not on a Business Day or on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

If to Parent or the Purchaser:

Danaher Corporation

2099 Pennsylvania Avenue, NW, 12th Floor

Washington, D.C. 20006-1813

Attention: Senior Vice President-General Counsel

Facsimile: 202-828-0860

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Trevor S. Norwitz

Facsimile: (212) 403-2000

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If to the Company:

Tektronix, Inc.

14200 SW Karl Braun Drive

P.O. Box 500 M/S 55-720

Beaverton, OR 97077-0001

Attention: Corporate Secretary

Facsimile: (503) 627-7474

with a copy to:

Stoel Rives LLP

900 SW Fifth Avenue, Suite 2600

Portland, Oregon 97204

Attention: Margaret Hill Noto

Facsimile: (503) 220-2480

or to such other address as the Person to whom notice is given may have previously furnished to the other in writing in the manner set forth above; provided that notice of any change of address shall be effective only upon receipt thereof.

SECTION 9.5 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

SECTION 9.6 Descriptive Headings; Interpretation. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

SECTION 9.7 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

SECTION 9.8 Parties in Interest. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement other than (a) as specifically provided in Section 6.6 (which is intended to be for the benefit of the Persons identified therein, and may be enforced by such Persons), (b) the rights of holders of Common Shares to pursue claims for damages and other relief, including equitable relief, for Parent’s or the Purchaser’s intentional breach of this Agreement, and (c) after the Effective Time, the rights of holders of Common Shares to receive the Merger Price; provided, however, that the rights granted pursuant to clause (b) shall only be enforceable by the Company on behalf of such shareholders in its sole and absolute discretion (and not directly by any such shareholder) (it being understood and agreed that any and all interests is such claims shall attach to such Common Shares and subsequently trade and transfer therewith and, consequently, any damages, settlements or other amounts recovered or received by the Company with respect to such claims (net of

47

expenses incurred by the Company in connection therewith) may, in the Company’s sole and absolute discretion, be (x) distributed, in whole or in part, by the Company to the holders of Common Shares of record as of any date determined by the Company or (y) retained by the Company for the use and benefit of the Company on behalf of its shareholders in any manner the Company deems fit); provided, however, that under no circumstances shall any rights of holders of Common Shares be enforceable by such shareholders or by any other Person acting for or on their behalf other than the Company.

SECTION 9.9 Certain Definitions. As used in this Agreement:

(a) “2007 Financial Statements” means the consolidated balance sheets as of May 26, 2007 and the consolidated statements of income, common shareholder’s equity and cash flows for each of the three fiscal years in the period ended May 26, 2007 (including the related notes and schedules thereto) of the Company contained in the Company’s Form 10-K for the fiscal year ended May 26, 2007.

(b) An “Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where “control“ means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

(c) “Bid” means any outstanding quotation, bid or proposal by the Company which, if accepted or awarded, would lead to a contract with a Governmental Entity or a prime contractor or subcontractor to a Governmental Entity, for the design, manufacture or sale of products or the provision of services by the Company.

(d) “Business Day” shall mean any day other than Saturday, Sunday or any other day on which banks are legally permitted to be closed in New York, New York.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Company Disclosure Schedule” means the Disclosure Schedule of the Company dated as of the date hereof previously delivered to Parent.

(g) “Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code and (v) under corresponding or similar provisions of foreign Laws.

(h) “Employment Agreement” means a contract, offer letter or agreement of the Company or any of its Subsidiaries with or addressed to any individual who is rendering, will render or has rendered services thereto as an employee or consultant pursuant to which the Company or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services, other than any non-binding offer letter that recites benefits, salary, equity grants and employee benefits.

(i) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

(j) “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

(k) “Government Contract” means any prime contract, subcontract, basic ordering agreement, letter contract, purchase order, delivery order, change order, arrangement or other commitment of any kind between the Company or any Subsidiary, on the one hand, and any Governmental Entity or prime contractor or subcontractor to a Governmental Entity, on the other hand.

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(l) “Governmental Permits” means any permits, registrations, clearances, franchises, variances, exemptions, orders, licenses, certificates, consents, authorizations, and other approvals from, or required by, any Governmental Entity that are used by, or are necessary to own and to operate, the business of the Company and its Subsidiaries as currently configured and operated, together with any applications for the issuance, renewal, modification or extension thereof and all supporting information and analyses.

(m) “knowledge” means, with respect to any Person which is not an individual, with respect to any specific matter, the knowledge of such Person’s directors and officers and persons with operational responsibility for the matter at issue, after reasonable inquiry (and in the case of the Company, shall also include Richard H. Wills, James F. Dalton, Mardilyn Saathoff, Craig Overhage, Rich McBee, Sue Kirby, John Major, Colin Slade, Paul Oldham, Chuck McLaughlin, Tom Lenihan, Paul Montgomery and Ken Skinner).

(n) “made available” means either physically provided by the Company to Parent or added to (and not removed from) the Company’s electronic datasite with Merrill DataSite no later than 12:00pm PST on Friday, October 12, 2007.

(o) “Material Adverse Effect” means, with respect to a Person, any change, effect, event, occurrence or state of facts (each an “Effect”) that would or would reasonably be expected (individually or in the aggregate) to (i) be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of such Person and its Subsidiaries, taken as a whole; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and no Effect to the extent arising from or attributable to any of the following shall be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect: (A) the public announcement or pendency of this Agreement or any of the transactions contemplated hereby, including the impact thereof to the extent arising therefrom on the relationships of the Company with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom the Company has any relationship; (B) conditions affecting the industries in which the Company operates or participates, the U.S. economy or financial markets or any foreign markets or any foreign economy or financial markets in any location where the Company has material operations or sales, any acts of God, calamities, acts of war or terrorism, or any escalation thereof; (C) any change in GAAP or applicable Law (or binding interpretation thereof); (D) any material breach by Parent or the Purchaser of this Agreement; (E) the taking of any action by Parent or any of Parent’s Subsidiaries in violation of this Agreement; (F) any failure of the Company or its Subsidiaries, in and of itself, to meet analysts’ or internal earnings estimates or financial projections (for the avoidance of doubt, it being understood that any of the underlying causes or subsequent effects of, and any Effect giving rise or contributing to, such failure shall be taken into account in making any such determination); provided that clauses (B) and (C) shall not apply to the extent that any such Effect disproportionately affects the Company and its Subsidiaries, taken as a whole, relative to similarly situated companies in the industries in which the Company or such Subsidiaries operate; or (ii) have a material adverse effect on the ability of such party timely to consummate the transactions contemplated by this Agreement.

(p) “Material Employment Agreement” means an Employment Agreement pursuant to which the Company or any of its Subsidiaries has or could have any obligation to provide compensation and/or benefits (including severance pay or benefits) in an amount or having a value in excess of $150,000 per year or $200,000 in the aggregate.

(q) “OSHA” means the Occupational Safety and Health Act, as amended, and any regulations promulgated thereunder.

(r) “Permitted Lien” means a Lien (i) for Taxes or governmental assessments, charges or claims of payment being contested diligently and in good faith and for which adequate accruals or reserves have been established in accordance with GAAP, (ii) that is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business consistent with past practice, or (iii) that is a zoning, entitlement or other land use or environmental regulation by any Governmental Entity

49

that does not, individually or in the aggregate, materially detract from the value of, or materially impair the use of such property in the ordinary course consistent with past practice.

(s) “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other legal entity.

(t) “Plan” means any Employee Benefit Arrangement other than a Multiemployer Plan.

(u) A “Subsidiary” means, with respect to a Person, any corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other legal entity (i) of which such Person beneficially owns, directly or indirectly, fifty percent (50%) or more of the stock or other equity interests of such entity, (ii) of which securities or other ownership interests having ordinary voting power to elect or designate a majority of the board of directors or other Persons performing similar functions are at the time owned, directly or indirectly, by such Person or (iii) that does not have a board of directors or other Persons performing similar functions in which such Person owns, directly or indirectly, general partnership interests, management rights or other interests that permit such Person, or any Subsidiary of such Person, to manage the business and affairs of such entity without the affirmative approval of any other Person.

(v) “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 9.10 Enforcement; Forum; Waiver of Jury Trial.

(a) The parties acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. The parties to this Agreement shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law.

(b) Each of the parties hereby agrees that all actions or proceedings arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Offer and the Merger) or for recognition and enforcement of any judgment arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Offer and the Merger), shall be tried and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter over such proceeding, in the United States District Court for the District of Delaware, and each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the parties hereby expressly waives any right it may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding: (i) any claim that it is not subject to personal jurisdiction in the aforesaid courts for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (iii) that (A) any of the aforesaid courts is an inconvenient or inappropriate forum for such action or proceeding, (B) venue is not proper in any of the aforesaid courts and (C) this Agreement, the transactions contemplated hereby (including the Offer and the Merger) or the subject matter hereof or thereof, may not be enforced in or by any of the aforesaid courts.

(c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY FOR ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER) OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER).

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its respective officer thereunto duly authorized, all as of the day and year first above written.

DANAHER CORPORATION
By:	/s/    DANIEL L. COMAS
Name:	Daniel L. Comas
Title:	Executive Vice President and Chief Financial Officer

RAVEN ACQUISITION CORP.
By:	/s/    DANIEL L. COMAS
Name:	Daniel L. Comas
Title:	President

TEKTRONIX, INC.
By:	/s/    RICHARD H. WILLS
Name:	Richard H. Wills
Title:	President and Chief Executive Officer

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ANNEX I

CONDITIONS OF THE OFFER

Notwithstanding any other provisions of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act, pay for, any tendered Common Shares if (i) there shall not be validly tendered (and not validly withdrawn prior to the Expiration Date) that number of Common Shares which, when added to any Common Shares already owned by Parent or any of its subsidiaries, represents at least a majority of the total number of outstanding Common Shares on a fully-diluted basis (but excluding Common Shares issuable upon conversion of the Notes) on the date of purchase (the “Minimum Condition”), (ii) any applicable waiting period or approval under the HSR Act or under any material applicable foreign statutes or regulations shall not have expired or been terminated or obtained prior to the Expiration Date, provided that nothing in this clause (ii) shall be deemed to limit Parent’s obligations under Section 6.4(d) of the Merger Agreement, (iii) all consents from third parties shall not have been obtained prior to the Expiration Date except for those the failure of which to be obtained would not reasonably be expected to have a Material Adverse Effect on the Company or (iv) at any time on or after the date of the Merger Agreement and prior to the time of acceptance for payment for any Common Shares, any of the following events shall occur (and, in case of clauses (a), (b), (f), (g) and, other than with respect to any willful and material breach, (h), be continuing at the scheduled Expiration Date):

(a) there shall be any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer, by any court of competent jurisdiction or other Governmental Entity, other than the application of the waiting period provisions of the HSR Act to the Offer or to the Merger, that would reasonably be expected to, directly or indirectly: (i) make illegal or enjoin, restrain or otherwise prohibit or materially delay consummation of the Offer or the Merger or make materially more costly the making or consummation of the Offer, (ii) prohibit or materially limit the ownership or operation by Parent or the Purchaser of all or any portion of the business or assets of the Company or any of their respective subsidiaries or compel Parent or the Purchaser or any of their respective subsidiaries to dispose of or hold separately all or any material portion of the business or assets of Parent or the Purchaser or any of their subsidiaries, taken as a whole, or of the Company or any of its subsidiaries taken as a whole, or impose any material limitation on the ability of Parent or the Purchaser to conduct its business or own such assets, (iii) impose material limitations on the ability of Parent or the Purchaser effectively to acquire, hold or exercise full rights of ownership of the Common Shares, including the right to vote any Common Shares acquired or owned by the Purchaser or Parent pursuant to the Offer on all matters properly presented to the Company’s shareholders, (iv) require divestiture by Parent or the Purchaser of any Common Shares or (v) result in a Material Adverse Effect on the Company, provided that nothing in this clause (a) shall be deemed to limit Parent’s obligations under Section 6.4(d) of the Merger Agreement; or

(b) there shall be instituted or pending any action or proceeding by any Governmental Entity that would reasonably be expected to result in, any of the consequences referred to in clauses (i) through (v) of paragraph (a) above, provided that nothing in this clause (b) shall be deemed to limit Parent’s obligations under Section 6.4(d) of the Merger Agreement; or

(c) any event or change shall have occurred (or any development shall have occurred involving prospective changes) in the business, financial condition or results of operations of the Company or any of its subsidiaries that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; or

(d) (i) the Company Board or any committee thereof shall have withdrawn or shall have modified or amended in a manner adverse to Parent or the Purchaser, the approval, adoption or recommendation, as the case may be, of the Offer or the Merger Agreement, or shall have approved or recommended any Takeover Proposal, (ii) a Person shall have entered into a definitive agreement or an agreement in principle with the Company with

ANNEX I-1

respect to a Takeover Proposal or (iii) the Company Board or any committee thereof shall have resolved to do or enter into any of the foregoing; or

(e) the Company and the Purchaser and Parent shall have reached an agreement that the Offer or the Merger Agreement be terminated, or the Merger Agreement shall have been terminated in accordance with its terms; or

(f) there shall have occurred, and continue to exist, a declaration of a banking moratorium by federal authorities or any suspension of payments in respect of banks in the United States; or

(g) (i) any of the representations and warranties of the Company set forth in Section 4.2(a) of the Merger Agreement shall not be true and correct in all respects except for such inaccuracies as are de minimis in the aggregate or (ii) any of the other representations and warranties of the Company set forth in the Merger Agreement, when read without any exception or qualification as to materiality or Material Adverse Effect on the Company, shall not be true and correct, as if such representations and warranties were made at the time of such determination (except as to any such representation or warranty which speaks as of a specific date, which must be untrue or incorrect as of such specific date) except where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; or

(h) the Company shall have failed to perform in any material respect or to comply in any material respect with any of its obligations, covenants or agreements under the Merger Agreement.

The foregoing conditions (including those set forth in clauses (i), (ii) and (iii) of the initial paragraph) are for the benefit of Parent and the Purchaser and may be asserted by Parent or the Purchaser regardless of the circumstances giving rise to any such conditions and may be waived by Parent or the Purchaser (other than the Minimum Condition with respect to which such waiver will only be effective with the written agreement of the Company) in whole or in part at any time and from time to time in their reasonable discretion, in each case, subject to the terms of the Merger Agreement. The failure by Parent or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement to which it is annexed, except that the term “Merger Agreement” shall be deemed to refer to the Agreement to which this Annex I is appended.

ANNEX I-2

EX-99.(D)(2)

Exhibit (d)(2)

STRICTLY CONFIDENTIAL

September 3, 2007

Danaher Corporation

2099 Pennsylvania Avenue, NW

12th Floor

Washington, D.C. 20006

Attention: Jonathan Schwarz

Ladies and Gentlemen:

You have requested information from Tektronix, Inc. (the “Company”) in connection with your consideration of a possible transaction regarding the Company (a “Transaction”). The Company may in its sole discretion from time to time furnish or otherwise make available to you certain information about its business in consideration for your agreement to abide by the confidentiality and other terms of this letter agreement (this “Agreement”).

1. Confidentiality.

(a) You agree to keep confidential and to use only for the purpose of evaluating a possible Transaction between us all non-public information concerning the Company that the Company or its Representatives (as hereinafter defined) furnishes or otherwise provides to you or your Representatives in the course of your investigation and whether in oral, written or electronic form, together with any reports, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by you or your Representatives that contain such information (collectively, the “Evaluation Material”); provided, however, that (i) any Evaluation Material may be disclosed to officers, directors, employees, accountants, legal counsel, investment bankers, commercial banks and other funding sources, consultants, and other representatives (such persons being generally referred to herein as “Representatives”) of yours who need to know such information for the purpose of evaluating a Transaction between us so long as you cause your Representatives to treat the Evaluation Material in a confidential manner and in accordance with the terms hereof, (ii) any disclosure of the Evaluation Material may be made to which the Company expressly consents in writing and (iii) any disclosure of the Evaluation Material may be made as outlined in Section 1(d) below. Notwithstanding the above, the term “Evaluation Material” does not include information that (i) was or becomes available to you on a non-confidential basis from a source other than the Company or its Representatives, provided that, after making reasonable inquiry, you do not know such other source to be bound by a confidentiality obligation to the Company with respect to such information, (ii) was or becomes available to the public (other than as a result of a breach by you or your Representatives of this Agreement), (iii) is already in your or your Representatives’ possession at the time of its disclosure or (iv) is independently developed by you without reference to any Evaluation Material. You agree to treat (and shall cause your Representatives to treat) the Evaluation Material with at least the degree of care that you treat similar materials of your own, or a higher standard of care if reasonable under the circumstances.

(b) Each of the parties hereto agrees that neither it nor any of its Representatives will, without the prior written consent of the other, directly or indirectly, (i) disclose to any other person (other than its Representatives) the fact that discussions or negotiations may take place, are taking place or have taken place concerning a possible Transaction or any of the terms or other facts relating thereto, including the status thereof, (ii) disclose to any other person (other than its Representatives) the existence or the terms of this Agreement, or (iii) disclose to any other person (other than its Representatives) that you or

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your Representatives have received or produced any Evaluation Material; provided, however, that any disclosure prohibited by this paragraph may be made to the extent the disclosing party has received the advice of its outside counsel that such disclosure is required to be made by it in order to avoid violating any federal or state law or rules or regulations of a national securities exchange or self-regulatory organization to which you are subject; and, provided further, that the disclosing party will notify the other party prior to making any such disclosure in accordance with the procedures outlined in section (d) below and will otherwise act in accordance with section (d) below (mutatis mutandis where the Company is the disclosing party).

(c) It is understood that all requests for information, facility tours or management meetings and discussions or questions regarding procedures will be submitted or directed to Sam Britton or Lev Finkelstein at Goldman, Sachs & Co. or such other persons designated and notified to you in writing from time to time by the Company (the “Company Designees”). It is understood that Goldman, Sachs & Co. will arrange for appropriate contacts for due diligence purposes, which contacts will be permitted hereunder.

(d) In the event that you or any of your Representatives are requested to disclose any Evaluation Material in connection with any judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigation Demand or similar process) or on advice of outside counsel, you will provide the Company with prompt written notice of such requirement(s) in advance of such disclosure where possible. You also agree, to the extent legally permissible and if possible, (i) to provide the Company with a list of any Evaluation Material you or any of your Representatives intend to disclose (and, if applicable, the text of the disclosure language itself) in advance of any such disclosure, and (ii) to cooperate with the Company to the extent it may seek to limit such disclosure, including, if requested, taking reasonable steps (at the Company’s expense) to resist or avoid any such disclosure. If you have not provided the Company with advance notice of any such disclosure because the provision of such advance notice was not possible, you agree, to the extent legally permissible, to provide the Company with prompt written notice of such disclosure after such disclosure is made, including a list of any Evaluation Material you or any of your Representatives disclosed (and, if applicable, the text of the disclosure language itself). Regardless of whether or not such advance notice was possible, you or your Representatives, as applicable, shall disclose only that portion of the Evaluation Material that you are advised is legally required to be disclosed by outside counsel and shall use commercially reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to any Evaluation Material that you or your Representatives are legally required to disclose after complying with the provisions of this paragraph.

(e) In the event that either party in its sole discretion determines that it does not wish to proceed with a possible Transaction, upon the request of the Company, you will (and you will cause your Representatives to) promptly deliver to the Company or, at your option, destroy all Evaluation Material, including, without limitation, expunging to the extent reasonably practicable all Evaluation Material from any computer, word processor or other device in your possession or in the possession of your Representatives, and you shall certify to the Company that you and your Representatives have done so; provided, however, that you and your Representatives need only use reasonable efforts to delete Evaluation Material from back-up, archival electronic storage or need not delete Evaluation Material from back-up, archival electronic storage, so long as only your or your Representatives’ information technology personnel responsible for the administration of such storage are able to access such Evaluation Material; provided, further, that if you or your Representatives or any such information technology personnel discover such Evaluation Material in such storage, you shall (or shall cause your Representatives or such information technology personnel to) promptly delete it. Notwithstanding the delivery or destruction of the Evaluation Material required by this paragraph, any and all duties and obligations existing under this Agreement shall remain in full force and effect during the term of this Agreement.

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2. Non-Solicitation of Senior Employees.

For a period of 12 months from the date hereof, each of the parties agrees that it will not solicit for hire any senior employees of the other party or any of its subsidiaries with whom it has first come into contact in connection with the Transaction or evaluation thereof; provided, however, that general solicitation of employment through general advertisements or other means not specifically targeted to employees of yours or the Company, as applicable, shall not be deemed a violation of such party’s obligation not to solicit; provided, further, that the foregoing shall not apply to (i) any person who approached you without any solicitation or inducement by you or on your behalf or (ii) any person not employed by the Company or any of its subsidiaries at the time of the solicitation (mutatis mutandis where the Company is the approached or soliciting party).

3. Standstill.

(a) Subject to Section 3(b) of this Agreement, for a period of nine months from the date of this Agreement (the “Standstill Period”) you will not (and you will not request or encourage your affiliates or Representatives to on your behalf) without the prior written permission of the Company: (i) acquire or offer, seek, propose or agree to acquire, beneficial ownership of more than 1% of the voting securities of the Company or any consolidated assets of the Company, not counting any purchases of assets in the ordinary course, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination or other similar transaction involving the Company, (iii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote or seek to advise or influence any person with respect to the voting of any voting securities of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to any voting securities of the Company, (v) otherwise act, alone or in concert with others, to seek to control or influence the management or policies of the Company or (vi) take any action which would reasonably be expected to force the Company to make a public announcement about this Agreement or a possible Transaction; provided, however, that nothing contained in this Agreement shall prevent you from making a confidential proposal to the Board of Directors of the Company, without public disclosure by you, for a tender offer, exchange offer, merger, other business combination, other extraordinary transaction or Combination (as defined in Section 3(b) of this Agreement) involving the Company or for an acquisition of all or a material portion of the common stock or the consolidated assets of the Company, provided that you are specifically invited in writing in advance to do so by the Company’s Board of Directors.

(b) If at any time during the Standstill Period (i) the Company enters into a definitive agreement providing for a Combination or the Company redeems any rights under, or modifies or agrees in writing to modify, a shareholder rights plan to facilitate any Combination, (ii) a tender or exchange offer that if consummated would constitute a Combination is made for securities of the Company, (iii) the Company engages in a formal, public “auction” process that includes consideration of one or more transactions that if consummated would constitute a Combination or (iv) a person or “group” (within the meaning of Section 13(d) under the Exchange Act) enters into an agreement or commences a proxy solicitation by which the person or “group” would, if successful, elect or acquire the ability to elect a majority of the Board of Directors of the Company, then the restrictions set forth in this Section 3 of this Agreement shall terminate and all other provisions of this Agreement shall continue to be in full force and effect in accordance with the terms hereof. A “Combination” shall mean a transaction in which (i) a person or “group” (within the meaning of Section 13(d) under the Exchange Act) acquires, directly or indirectly, securities representing a majority of the voting power of the outstanding securities of the Company or properties or assets constituting a majority of the consolidated assets of the Company and its subsidiaries or (ii) in any case not covered by (i), the Company engages in a merger or other business combination such that the holders of voting securities of the Company immediately prior to the transaction do not own a majority of the voting power of securities of the resulting entity.

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(c) In the event that the Company has entered into (or amended, modified or waived) or enters into (or amends, modifies or waives) a confidentiality or “standstill” agreement or similar arrangement with any person in connection with a possible transaction involving a Combination that, either as an initial matter or by virtue of such amendment, modification or waiver, (i) contains any “standstill” provision(s) that are, in any respect, materially more favorable to or materially less restrictive of the other party to such agreement than the provision(s) of this Agreement are with respect to you (provided, however, that for the avoidance of doubt any “standstill” restriction with a term shorter than the “standstill” term of this Agreement shall be deemed to be so materially more favorable and materially less restrictive) or (ii) does not include any “standstill” provisions, then this Section 3 of this Agreement shall automatically be deemed to be amended to conform the provision(s) of this Agreement with such more favorable or less restrictive provision(s) (or, if such confidentiality agreement does not include any “standstill” provisions, to remove the restrictions imposed by this Section 3 of this Agreement in their entirety) and the Company shall promptly provide you with written notice of such development including a copy of such “standstill” provision(s) (which need not identify such other party) or notify you of the absence of any “standstill” provisions in such agreement, as the case may be; provided, however, that you may, by written notification, reject any such change and elect to retain some or all of the pre-existing “standstill” provisions applicable to you.

4. No Representations or Warranties.

You understand and agree that neither the Company nor any of its Representatives makes any representation or warranty, express or implied, on which you or your Representatives may rely, as to the accuracy or completeness of the Evaluation Material for your or their purposes and that only those representations and warranties made by us in writing in a subsequent definitive agreement with you related to a Transaction, if any, shall have any legal effect.

5. Equitable Relief.

Each party, without prejudice to any rights at law that it may otherwise have, shall be entitled to seek equitable relief, including, without limitation, injunction and specific performance, in the event of any breach of the provisions of this Agreement by the other party. Each party agrees that it will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law.

6. No Obligation.

It is understood and agreed that no contract or agreement providing for any transaction shall be deemed to exist among any of the parties hereto unless and until a definitive agreement concerning a transaction has been executed by and delivered to all parties hereto. It is further agreed that, unless and until a definitive agreement between the parties concerning a transaction is executed and delivered, neither party shall have any legal obligation of any kind whatsoever with respect to such transaction by virtue of this Agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this paragraph, the term “definitive agreement between the parties concerning a transaction” does not include an executed memorandum of understanding, letter of intent or other preliminary agreement.

7. Compliance with Law.

You hereby confirm that you are aware and that your Representatives have been advised that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities.

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8. Miscellaneous.

(a) Unless terminated earlier pursuant to the terms hereof, each party’s obligations under this Agreement expire two years from the date hereof; provided, however, that, notwithstanding anything to the contrary in this Agreement, if either party decides not to proceed with a possible Transaction, your obligations hereunder to keep confidential and not to use (and to cause your Representatives to keep confidential and not to use) Evaluation Material shall expire three years from the date hereof.

(b) It is agreed that no failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(c) The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, the media and any corporation, company, firm, group, limited liability company, partnership, trust, joint venture, governmental entity or individual.

(d) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to any conflict of laws principles.

(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and verbal, between the parties with respect to the subject matter hereof. In furtherance and not in limitation of the preceding sentence, no subsequent acceptance of any license agreement, terms of use or other similar provisions required for access to any electronic data room shall be deemed to modify any of the provisions of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any assignment of this Agreement by any party, except to an affiliate or by operation of law, without the prior written consent of the other party shall be void and shall constitute a breach of this Agreement.

(f) If any part or provision of this Agreement is held to be illegal or unenforceable, the validity of the remaining parts or provisions shall not be affected and the provision held illegal or unenforceable will be construed in a manner to allow enforceability and to effect the intent of the parties as nearly as possible.

(g) This Agreement may only be amended by a separate writing signed by the Company and you expressly amending this Agreement. Any provision of this Agreement may be waived by the party entitled to the benefit thereof, if in writing and signed by the party entitled to the benefit thereof.

(h) This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document. Counterparts may be exchanged by facsimile transmission or e-mail of scanned signatures, and such electronically transmitted counterparts shall have the full force and effect of original signatures.

*        *        *

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If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement, whereupon this Agreement will constitute our agreement with respect to the subject matter hereof.

Very truly yours,
TEKTRONIX, INC.
By:	/s/    JAMES F. DALTON
Name:	James F. Dalton
Title:	Senior Vice President

CONFIRMED AND AGREED TO:
DANAHER CORPORATION
By:	/s/    JONATHAN SCHWARZ
Name:	Jonathan Schwarz
Title:	Director, Corporate Development

Dated: 9/3/07

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