8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2007

TEKTRONIX, INC.

(Exact name of registrant as specified in its charter)

Oregon	001-04837	93-0343990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14200 SW Karl Braun Dr. Beaverton, Oregon	97077
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (503) 627-7111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Tektronix, Inc. (“Tektronix”) and U.S. Bank National Association, as trustee (“Trustee”), are parties to the Indenture (the “Indenture”), dated June 29, 2007, governing Tektronix’s $345 million of outstanding 1.625% Senior Convertible Notes Due 2012 (the “Notes”). In connection with the Merger (as defined in Item 5.01), on November 21, 2007, Tektronix and Trustee entered into a supplemental indenture providing that from and after the effective time of the Merger, upon conversion of the Notes, the settlement of the conversion value shall be made in accordance with the provisions of the Indenture and shall be based on the merger consideration paid to holders of Tektronix common shares (the “Common Stock”) in the Merger.

The supplemental indenture is filed as Exhibit 4.1 to this report and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The Merger (as defined in Item 5.01) and the delisting of the Common Stock from the New York Stock Exchange (as described in Item 3.01) each constitute a Fundamental Change under the Indenture. Additionally, the purchase of Shares (as defined in Item 5.01) pursuant to the Offer (as defined in Item 5.01) on November 15, 2007 constituted a Fundamental Change as further described in the Form 8-K filed by Tektronix with the Securities and Exchange Commission on November 19, 2007. Unless we note otherwise, capitalized terms in this Item 2.04 are as defined in the Indenture governing the Notes.

As a result of the Fundamental Change, holders of Notes (“Holders”) may convert all or a portion of their Notes based on a Conversion Rate of 28.0244 shares of Common Stock per $1,000 principal amount of Notes, which includes a make-whole premium increase of 2.8706 as a result of the purchase of Common Stock pursuant to the Offer and the Merger. In accordance with Section 4.13 of the Indenture, the Conversion Value will be calculated based solely on the amount of cash that holders of Common Stock are entitled to receive in respect of each share of Common Stock upon the Fundamental Change. In both the Offer and the Merger, holders of Common Stock are entitled to receive $38.00 per share. Accordingly, Tektronix will pay Holders electing to convert Notes before 5 p.m. New York City time on December 26, 2007 cash in an amount equal to $1,064.93 for each $1,000 in principal amount of Notes converted.

As a result of the Fundamental Change, Holders who do not elect to convert their Notes as described in this Item 2.04 may require Tektronix to purchase (“redeem”) for cash all or a portion of their Notes at a price equal to 100 percent of the principal amount of their Notes plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Purchase Date. A Holder electing to redeem all or a portion of its Notes must do so before 5 p.m. New York City time on December 26, 2007.

In accordance with the Indenture, Tektronix delivered the Issuer Fundamental Change Notice to Trustee for distribution to the Paying Agent, Conversion Agent, and Holders. The Issuer Fundamental Change Notice describes, among other things, each Holder’s right to elect to redeem or convert its Notes. On November 21, 2007, Tektronix and Danaher Corporation (“Danaher”) issued a joint press release, attached hereto as Exhibit 99.1, relating to, among other things, the Holders’ right to convert all or a portion of their Notes.

The foregoing description of the Indenture and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit 4.2 to this report and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 21, 2007, following the effectiveness of the Merger, Tektronix notified the New York Stock Exchange of its intent to withdraw the listing of the Common Stock from the New York Stock Exchange, and the New York Stock Exchange filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Common Stock. The Tektronix Board of Directors (the “Board of Directors”) authorized this action at its meeting on November 14, 2007. Tektronix will file a Form 15 with the SEC to terminate or suspend its obligations to file reports under section 13 or 15(d) of the Securities Exchange Act of 1934, and will file post-effective amendments to its effective registration statements filed with the SEC to deregister the Common Stock.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the fourth paragraph of Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

On October 14, 2007, Tektronix entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danaher Corporation (“Danaher”) and Raven Acquisition Corp., an indirect wholly owned subsidiary of Danaher (“Purchaser”). In accordance with the Merger Agreement, on October 18, 2007, Purchaser commenced a tender offer to purchase all outstanding shares of the Common Stock, together with the associated Series B No Par Preferred Shares Purchase Rights (together with the Common Stock, the “Shares”) at a purchase price of $38.00 per share, net to the seller in cash, without interest thereon and less any required withholding taxes, and subject to the terms and conditions disclosed in the Offer to Purchase on Schedule TO (as amended or supplemented from time to time) filed by Danaher and Purchaser with the SEC on October 18, 2007 (the “Offer”).

The Offer expired at 11:59 p.m. New York City time on Thursday, November 15, 2007. On November 16, 2007, Tektronix and Danaher announced in a joint press release that, effective upon the expiration of the Offer, Purchaser accepted for payment all tendered Shares pursuant to the terms and conditions of the Offer. In the same press release, Danaher and Tektronix also announced that Purchaser has commenced a subsequent offering period which would expire at

11:59 PM, New York City time on Tuesday, November 20, 2007. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference.

On November 21, 2007, Tektronix and Danaher announced in a joint press release the results of the subsequent offering period and that Purchaser had accepted for payment all tendered Shares pursuant to the terms and conditions of the subsequent offering period. According to the depositary for the Offer, an aggregate of approximately 69,094,604 million Shares (excluding shares that had previously been tendered pursuant to guaranteed delivery procedures and that were not actually delivered) were validly tendered into, and not withdrawn from, the Offer and subsequent offering period. Stockholders who validly tendered prior to the expiration of the subsequent offer and whose Shares were not properly withdrawn will promptly receive the offer price of $38.00 per share, net to the seller in cash without interest. As a result of the purchases in the Offer and subsequent offering period, Danaher, through Purchaser, acquired over 90% of the outstanding shares of the Common Stock (which excludes Shares tendered by notice of guaranteed delivery). A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated by reference.

On November 21, 2007, Danaher completed the acquisition of Tektronix through the merger of Purchaser with and into Tektronix (the “Merger”) in accordance with applicable provisions of Oregon law that authorize the completion of the Merger without a vote of shareholders of Tektronix. In the Merger, all remaining shares of Common Stock (other than shares of Common Stock held by Danaher, Tektronix, or any of their subsidiaries, including Purchaser and certain restricted shares) were converted into the right to receive $38.00 per share in cash, without interest thereon and less any required withholding taxes. No statutory dissenters’ rights were available to shareholders in connection with the Offer, the purchase of Shares pursuant to the Offer, or the Merger. A copy of the press release announcing the Merger is filed as Exhibit 99.3 hereto and is incorporated by reference.

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.

The other information required by Item 5.01(a) of Form 8-K is contained in (i) Tektronix’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Statement”), originally filed with the SEC on October 19, 2007, as subsequently amended, and (ii) the Tender Offer Statement on Schedule TO, originally filed by Purchaser and Danaher with the SEC on October 18, 2007, as subsequently amended, and such information is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

A. Gary Ames and Cyril J. Yansouni resigned from the Board of Directors, effective as of November 21, 2007. The resignations followed consummation of the Merger in accordance with the terms of the Merger Agreement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, effective upon the Merger on November 21, 2007, the articles of incorporation of Tektronix were amended and restated in their entirety to read as set forth in Exhibit 3.1 filed herewith. Also effective upon the Merger on November 21, 2007, the bylaws of Tektronix were amended and restated in their entirety to read as set forth in Exhibit 3.2 filed herewith, which exhibit is incorporated herein by reference. Immediately following the effective time of the Merger, Tektronix filed articles of restatement to amend and restated its articles of incorporation to change its name back to Tektronix, Inc. from Raven Acquisition Corp. A copy of the articles of restatement is set forth in Exhibit 3.3 filed herewith.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K because they are not applicable to the disclosure in item 2.01 herein.

(b) Pro Forma Financial Information

The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K because it is not applicable to the disclosure in item 2.01 herein.

(c) Exhibits:

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of October 14, 2007, by and among Tektronix, Inc., Danaher Corporation, and Raven Acquisition Corp. (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2007).*
3.1	Amended and Restated Articles of Incorporation of Raven Acquisition Corp. (f/k/a Tektronix, Inc.).
3.2	Amended and Restated Bylaws of Tektronix, Inc.
3.3	Articles of Restatement to the Amended and Restated Articles of Incorporation of Raven Acquisition Corp. (f/k/a Tektronix, Inc.).
4.1	Supplemental Indenture related to the Senior Convertible Notes due 2012, dated as of November 21, 2007, between Tektronix, Inc. and U.S. Bank National Association, as trustee.
4.2	Indenture related to the Senior Convertible Notes due 2012, dated as of June 29, 2007, between Tektronix, Inc. and U.S. Bank National Association, as trustee (including form of 1.625% Senior Convertible Note due 2012) (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2007).
20.1	Solicitation/Recommendation Statement on Schedule 14D-9 of Tektronix, Inc. (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on October 19, 2007, as amended).
99.1	Joint Press Release issued by Danaher Corporation and Tektronix, Inc. on November 16, 2007 (incorporated by reference to Exhibit (a)(12) to the Schedule TO-T/A filed with the Securities and Exchange Commission by Danaher Corporation and Raven Acquisition Corporation on November 16, 2007).
99.2	Joint Press Release issued by Danaher Corporation and Tektronix, Inc. on November 21, 2007 (incorporated by reference to Exhibit (a)(13) to the Schedule TO-T/A filed with the Securities and Exchange Commission by Danaher Corporation and Raven Acquisition Corporation on November 21, 2007).
99.3	Joint Press Release issued by Danaher Corporation and Tektronix, Inc. on November 21, 2007 (incorporated by reference to Exhibit (a)(14) to the Schedule TO-T/A filed with the Securities and Exchange Commission by Danaher Corporation and Raven Acquisition Corporation on November 21, 2007).
*	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TEKTRONIX, INC.
By:	/s/ JAMES F. DALTON
Name:	James F. Dalton
Title:	Senior Vice President, Corporate Development
Dated:	November 21 , 2007

EXHIBITS

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of October 14, 2007, by and among Tektronix, Inc., Danaher Corporation, and Raven Acquisition Corp. (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2007).*
3.1	Amended and Restated Articles of Incorporation of Raven Acquisition Corp. (f/k/a Tektronix, Inc.).
3.2	Amended and Restated Bylaws of Tektronix, Inc.
3.3	Articles of Restatement to the Amended and Restated Articles of Incorporation of Raven Acquisition Corp. (f/k/a Tektronix, Inc.).
4.1	Supplemental Indenture related to the Senior Convertible Notes due 2012, dated as of November 21, 2007, between Tektronix, Inc. and U.S. Bank National Association, as trustee.
4.2	Indenture related to the Senior Convertible Notes due 2012, dated as of June 29, 2007, between Tektronix, Inc. and U.S. Bank National Association, as trustee (including form of 1.625% Senior Convertible Note due 2012) (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2007).
20.1	Solicitation/Recommendation Statement on Schedule 14D-9 of Tektronix, Inc. (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on October 19, 2007, as amended).
99.1	Joint Press Release issued by Danaher Corporation and Tektronix, Inc. on November 16, 2007 (incorporated by reference to Exhibit (a)(12) to the Schedule TO-T/A filed with the Securities and Exchange Commission by Danaher Corporation and Raven Acquisition Corporation on November 16, 2007).
99.2	Joint Press Release issued by Danaher Corporation and Tektronix, Inc. on November 21, 2007 (incorporated by reference to Exhibit (a)(13) to the Schedule TO-T/A filed with the Securities and Exchange Commission by Danaher Corporation and Raven Acquisition Corporation on November 21, 2007).
99.3	Joint Press Release issued by Danaher Corporation and Tektronix, Inc. on November 21, 2007 (incorporated by reference to Exhibit (a)(14) to the Schedule TO-T/A filed with the Securities and Exchange Commission by Danaher Corporation and Raven Acquisition Corporation on November 21, 2007).
*	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

EX-3.1

Exhibit 3.1

	Phone: (503) 986-2200
	Fax: (503) 378-4381	Restated Articles of Incorporation—Business/Professional/Nonprofit
	Secretary of State	Check the appropriate box below:
	Corporation Division 255 Capitol St. NE, Suite 151 Salem, OR 97310-1327 FilingInOregon.com	x BUSINESS/PROFESSIONAL CORPORATION      (Complete only 1, 2, 3, 4, 6, 7) ¨ NONPROFIT CORPORATION      (Complete only 1, 2, 3, 5, 6, 7)

REGISTRY NUMBER: 043540-15

In accordance with Oregon Revised Statute 192.410-192.490, the information on this application is public record.
We must release this information to all parties upon request and it will be posted on our website.	For office use only

Please Type or Print Legibly in Black Ink. Attach Additional Sheet if Necessary.

1) NAME OF CORPORATION     Tektronix, Inc.

2) NEW NAME OF THE CORPORATION (If changed)     Raven Acquisition Corp.

3) A COPY OF THE RESTATED ARTICLES MUST BE ATTACHED

BUSINESS/PROFESSIONAL CORPORATION ONLY			NONPROFIT CORPORATION ONLY
4)	CHECK THE APPROPRIATE STATEMENT		5)	CHECK THE APPROPRIATE STATEMENT
	¨	The restated articles contain amendments which do not require shareholder approval. The date of the adoption of the amendments and restated articles was                     . These amendments were duly adopted by the board of directors.		¨	The restated articles contain amendments which do not require membership approval. The date of the adoption of the amendments and restated articles was                     . These amendments were duly adopted by the board of directors.
	x	The restated articles contain amendments which require shareholder approval. The date of the adoption of the amendments and restated articles was November 21, 2007.		¨	The restated articles contain amendments which require membership approval. The date of the adoption of the amendments and restated articles was                     .
		The vote of the shareholders was as follows:			The vote of the members was as follows:

Class or series of shares	Number of shares outstanding	Number of votes entitled to be cast	Number of votes cast FOR	Number of votes cast AGAINST	Class(es) entitled to vote	Number of members entitled to vote	Number of votes entitled to be cast	Number of votes cast FOR	Number of votes cast AGAINST
Common	102	102	102	0

¨ The corporation has not issued any shares of stock. Shareholder action was not required to adopt the restated articles. The restated articles were adopted by the Incorporators or by the board of directors.

6)	EXECUTION
	Signature	Printed Name	Title
	/s/ JAMES F. DALTON	James F. Dalton	Sr. Vice Pres. Gen Counsel & Sec

7)	CONTACT NAME (To resolve questions with this filing.)	DAYTIME PHONE NUMBER (Include area code.)	FEES
			Required Processing Fee	$	50
			Confirmation Copy (Optional)	$	5
			Processing Fees are nonrefundable.
			Please make check payable to
			“Corporation Division.”
			NOTE: Fees may be paid with VISA or MasterCard, The card number and expiration date should be submitted on a separate sheet for your protection.

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

RAVEN ACQUISITION CORP.

In accordance with Sections 60.437 and 60.451 of the Oregon Business Corporation Act, as amended, (the “OBCA”) these Amended and Restated Articles of Incorporation, having been duly approved and adopted by the Board of Directors of Raven Acquisition Corp., an Oregon corporation organized and existing under the OBCA, (the “Corporation”) and by the sole shareholder of the Corporation, hereby amend and restate the Articles of Incorporation of the Corporation such that they read in their entirety as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

Raven Acquisition Corp.

ARTICLE II

The address of the Corporation’s registered office in the State of Oregon is 3533 Fairview Industrial Drive SE, Salem, OR 97302-1155. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the Oregon Business Corporation Act.

ARTICLE IV

Section 1. The Corporation shall be authorized to issue 500 shares of capital stock, of which 500 shares shall be shares of Common Stock, $0.01 par value (“Common Stock”).

Section 2. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

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ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the shareholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in these Articles of Incorporation, and any other provisions authorized by the laws of the State of Oregon at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon shareholders, directors or any other persons whomsoever by and pursuant to these Articles of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

Section 1. Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Oregon Business Corporation Act as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Section 2. Indemnification and Insurance.

(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Oregon Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss

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(including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Oregon Business Corporation Act requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Oregon Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Oregon Business Corporation Act, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, By-law, agreement, vote of shareholders or disinterested directors or otherwise.

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(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Oregon Business Corporation Act.

ARTICLE IX

Action required or permitted by the Oregon Business Corporation Act or these Articles of Incorporation to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted.

ARTICLE X

The address where the State of Oregon Corporation Division may mail notices to the Corporation is c/o Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

TEKTRONIX, INC.

ARTICLE I

OFFICES

SECTION 1.1. Offices. The principal office of Tektronix, Inc. (the “Corporation”) shall be located at the principal place of business or such other place as the Board of Directors may designate. The Corporation may have such other offices, either within or without the State of Oregon, as the Board may designate or as the business of the Corporation may require from time to time.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 2.1. Annual Meetings. Annual meetings of shareholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Oregon, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of shareholders shall be held at the registered office of the Corporation on the first Tuesday in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the shareholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.2. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the Chairman of the Board, the President or the Secretary, or by resolution of the Board of Directors. The holders of not less than one-tenth of all the outstanding shares of the Corporation entitled to vote on any issue proposed to be considered at the proposed special meeting, if they date, sign and deliver to the Corporation’s Secretary a written demand for a special meeting describing the purpose(s) for which it is to be held, may call a special meeting of the shareholders for such stated purpose(s).

SECTION 2.3. Voting. Each shareholder entitled to vote in accordance with the terms of the Articles of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after eleven months from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Articles of Incorporation or the laws of the State of Oregon.

A complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is entitled to be present.

SECTION 2.4. Quorum. Except as otherwise required by law, by the Articles of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of shareholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the shareholders. In case a quorum shall not be present at any meeting, a majority in interest of the shareholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those shareholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 2.5. Notice Of Meetings. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each shareholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the shareholders entitled to vote thereat.

SECTION 2.6. Action Without Meeting. If the Articles of Incorporation of the Corporation so provide, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Action taken by nonunanimous written consent is effective when the consent or consents bearing sufficient signatures are delivered to the Corporation, unless the consent or consents specify an earlier or later effective date. The Corporation must give written notice of the action taken by nonunanimous written consent promptly after the action is taken to (a)

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shareholders who did not consent in writing to the action and (b) if the Oregon Business Corporation Act requires that notice of the proposed action be given to nonvoting shareholders (shareholders not entitled to vote on the proposed action), to such nonvoting shareholders. Such notice must be accompanied by the same material that, under the Oregon Business Corporation Act, would have been required to be sent to such shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

If the Oregon Business Corporation Act requires that notice of proposed action be given to nonvoting shareholders (shareholders not entitled to vote on the proposed action) and the action is to be taken by unanimous written consent of the voting shareholders, the corporation must give such nonvoting shareholders written notice of the proposed action at least ten days before the action is taken. Such notice, if required, must be accompanied by the same material that, under the Oregon Business Corporation Act, would have been required to be sent to such shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

ARTICLE III

DIRECTORS

SECTION 3.1. Number And Term The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than three persons. The exact number of directors shall initially be three and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of shareholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a shareholder.

SECTION 3.2. Resignations. Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.3. Vacancies. If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the shareholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 3.4. Removal. Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

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SECTION 3.5. Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 3.6. Meetings. The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the shareholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, or by the Secretary on the written request of any director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting. If notice of a special meeting is delivered by personal delivery, by telephone, in person, by facsimile transmission, or by private courier, the notice shall be effective if delivered at least one day before the meeting. If notice of a special meeting is delivered by mail, the notice shall be effective if deposited in the official government mail at least five days before the meeting.

Unless otherwise restricted by the Articles of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 3.7. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Articles of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

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SECTION 3.8. Compensation. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 3.9. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 4.1. Officers. The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect such Assistant Secretaries and Assistant Treasurers as they may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 4.2. Chairman of the Board. The Chairman of the Board shall be the President of the Corporation. He or she shall preside at all meetings of the Board of Directors and shall have and perform such other duties as may be assigned to him or her by the Board of Directors. The Chairman of the Board shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation (if any) to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.3. President. The President shall be the chief executive officer of the Corporation. He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation (if any) to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.4. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

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SECTION 4.5. Treasurer. The Treasurer shall be the chief financial officer of the Corporation. He or she shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board, or the President, taking proper vouchers for such disbursements. He or she shall render to the Chairman of the Board, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 4.6. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of shareholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the shareholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman of the Board or the President. He or she shall have the custody of the seal of the Corporation (if any) and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the President, and attest to the same.

SECTION 4.7. Assistant Treasurers and Assistant Secretaries. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

ARTICLE V

MISCELLANEOUS

SECTION 5.1. Certificates of Stock; Uncertificated Shares. A certificate of stock shall be issued to each shareholder certifying the number of shares owned by such shareholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine. Notwithstanding the foregoing, the Board of Directors of the Corporation may provide for and authorize the issue of some or all of any or all classes or series of its stock without certificates as uncertificated shares. Any such authorization shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a provision by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of, the Corporation by the officers of the Corporation representing the number of shares registered in certificate form.

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SECTION 5.2. Lost Certificates. A new certificate of stock (or uncertificated shares) may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate (or uncertificated shares).

SECTION 5.3. Transfer of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer any old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates (or uncertificated shares) shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 5.4. Shareholders Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of shareholders entitled to vote at any meeting of shareholders or adjournment thereof, shall, unless otherwise required by law, not be more than seventy nor less than ten days before the date of such meeting; (2) in the case of determination of shareholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than seventy days prior to such other action. If no record date is fixed: (1) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining shareholders for any other

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purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.5. Dividends. Subject to the provisions of the Articles of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 5.6. Seal. The corporate seal of the Corporation (if any) shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 5.7. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors and shall end on December 31 unless otherwise determined by the Board of Directors.

SECTION 5.8. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 5.9. Notice and Waiver of Notice. Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Shareholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

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ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the shareholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Articles of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation; provided, however, that the shareholders, in amending or repealing a particular By-law, may provide expressly that the Board of Directors may not amend or repeal that By-law.

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EX-3.3

Exhibit 3.3

Articles of Restatement of

the Amended and Restated Articles of Incorporation of

Raven Acquisition Corp.

(Registry Number: 043540-15)

Pursuant to ORS 60.437, Raven Acquisition Corp. has adopted amendments to its Amended and Restated Articles of Incorporation and restated its Articles of Incorporation in their entirety.

1. The name of the Corporation is Raven Acquisition Corp. (the “Corporation”).

2. The Amended and Restated Articles of Incorporation of the Corporation are amended and restated in their entirety as attached hereto as Exhibit A (the “Second Amended and Restated Articles of Incorporation”).

3. Pursuant to the Second Amended and Restated Articles of Incorporation, the new name of the Corporation will be “Tektronix, Inc.”

4. The Second Amended and Restated Articles of Incorporation were approved and adopted by the Board of Directors of the Corporation effective as of November 21, 2007.

5. The Second Amended and Restated Articles of Incorporation include amendments requiring shareholder approval. The Second Amended and Restated Articles of Incorporation were approved by the shareholders of the Corporation by written consent effective as of November 21, 2007. As of such date, there were 102 shares of Common Stock outstanding, all of which were entitled to vote. There were 102 votes cast in favor of the Seconded Amended and Restated Articles of Incorporation and zero votes cast against.

Adopted: November 21, 2007.

RAVEN ACQUISITION CORP.
By:	/s/ JAMES F. DALTON
	James F. Dalton
	Senior Vice President, Corporate
	Development, General Counsel and Secretary

EXHIBIT A

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

TEKTRONIX, INC.

In accordance with Sections 60.437 and 60.451 of the Oregon Business Corporation Act, as amended, (the “OBCA”) these Second Amended and Restated Articles of Incorporation, having been duly approved and adopted by the Board of Directors of Raven Acquisition Corp., an Oregon corporation organized and existing under the OBCA, (the “Corporation”) and by the sole shareholder of the Corporation, hereby amend and restate the Articles of Incorporation of the Corporation such that they read in their entirety as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

Tektronix, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Oregon is 3533 Fairview Industrial Drive SE, Salem, OR 97302-1155. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the Oregon Business Corporation Act.

ARTICLE IV

Section 1. The Corporation shall be authorized to issue 500 shares of capital stock, of which 500 shares shall be shares of Common Stock, $0.01 par value (“Common Stock”).

Section 2. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the shareholders of the Corporation to alter or repeal any By-Laws made by the Board.

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ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in these Articles of Incorporation, and any other provisions authorized by the laws of the State of Oregon at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon shareholders, directors or any other persons whomsoever by and pursuant to these Articles of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

Section 1. Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Oregon Business Corporation Act as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Section 2. Indemnification and Insurance.

(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that

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he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Oregon Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Oregon Business Corporation Act requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director

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or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Oregon Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Oregon Business Corporation Act, nor an actual determination by the Corporation (including its Board,

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independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, By-law, agreement, vote of shareholders or disinterested directors or otherwise.

(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Oregon Business Corporation Act.

ARTICLE IX

Action required or permitted by the Oregon Business Corporation Act or these Articles of Incorporation to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted.

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ARTICLE X

The address where the State of Oregon Corporation Division may mail notices to the Corporation is c/o Danaher Corporation 2099 Pennsylvania Avenue, NW, 12th Floor Washington, D.C. 20006-1813 Attention: Senior Vice President-General Counsel.

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EX-4.1

Exhibit 4.1

TEKTRONIX, INC.

And

U.S. BANK NATIONAL ASSOCIATION, as Trustee

FIRST SUPPLEMENTAL INDENTURE

to

Indenture

Dated as of June 29, 2007

1.625% Senior Convertible Notes Due 2012

THIS FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”) dated as of November 21, 2007, is between Tektronix, Inc. (the “Company”), a corporation duly organized under the laws of the State of Oregon, and U.S. Bank National Association (the “Trustee”), a national banking association. Capitalized terms not defined herein shall have the meaning set forth in the Indenture.

WHEREAS, the Company executed and delivered to the Trustee an Indenture dated as of June 29, 2007 (the “Original Indenture;” the Original Indenture as amended by this First Supplemental Indenture referred to as the “Indenture”) providing for the issuance of the Company’s 1.625% Senior Convertible Notes due 2012; and

WHEREAS, pursuant to Section 10.01 of the Indenture, the Company and the Trustee may, without notice to or consent of any Holders, enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, providing for conversion rights of Holders if any reclassification or change of Common Stock or any consolidation, merger or sale of all or substantially all of the Company’s property and assets occurs or otherwise complying with the provisions of the Indenture in the event of a merger, consolidation or transfer of assets;

WHEREAS, on October 14, 2007, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danaher Corporation (“Danaher”) and Raven Acquisition Corp., an indirect wholly owned subsidiary of Danaher (“Purchaser”);

WHEREAS, pursuant to the Merger Agreement, the Purchaser has merged with and into the Company (the “Merger”) on November 21, 2007 (the “Merger Effective Time”);

WHEREAS, in the Merger, holders of Common Stock (other than shares of Common Stock held by Danaher, the Company, or any of their subsidiaries, including Purchaser) were converted into the right to receive $38 per share in cash, without interest thereon and less any required withholding taxes (the “Merger Consideration”);

WHEREAS, the Company delivered an Opinion of Counsel to the Trustee pursuant to Sections 4.10, 10.01, 10.03 and 11.04 of the Indenture;

WHEREAS, the Company delivered an Officer’s Certificate to the Trustee pursuant to Sections 4.10, 10.01, 10.03 and 11.04 of the Indenture; and

WHEREAS, all other actions necessary to make this First Supplemental Indenture a legal, valid and binding obligation of the parties hereto in accordance with its terms and the terms of the Indenture have been performed;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit of all present and future holders of Securities, as follows:

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1. For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein”, “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular Section hereof.

2. In accordance with Section 4.10 of the Indenture, from and after the Merger Effective Time, upon conversion of Securities, the settlement of the Conversion Value in accordance with the provisions of Section 4.12 shall be based on, and each Remaining Share, if any, deliverable in respect of any such settlement shall consist of, the Merger Consideration, which is the kind and amount of consideration which holders of Common Stock are entitled to receive in respect of each share of Common Stock in the Merger.

3. The Trustee accepts this First Supplemental Indenture and the amendment of the Indenture effected hereby and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities in the performance of the trust created by the Indenture as hereby amended. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Company. The Trustee makes no representation and shall have no responsibility as to the validity of this First Supplemental Indenture or the proper authorization or the due execution hereof by the Company.

4. Except as expressly amended by this First Supplement Indenture, the Indenture and the Securities issued thereunder are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

5. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

6. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of such counterparts shall together constitute one and the same instrument.

7. This First Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York without given effect to the conflicts of laws principals thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date written above.

TEKTRONIX, INC.
By:	/s/ JAMES F. DALTON
	James F. Dalton
	Sr. Vice President, General Counsel and Secretary
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ CHERYL K. NELSON
	Cheryl K. Nelson
	Vice President

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