Edgar Filing: LITTELFUSE INC /DE

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Section 240.14a-12

LittelFuse, Inc.
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(Name of Registrant as Specified in Its Charter)

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[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

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LITTELFUSE, INC.
800 East Northwest Highway
Des Plaines, Illinois 60016

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 6, 2005

The annual meeting of the stockholders of Littelfuse, Inc. (the
"Company") will be held at the offices of the Company located at 800 East
Northwest Highway, Des Plaines, Illinois, on Friday, May 6, 2005, at 9:00 a.m.,
local time, for the following purposes as described in the attached Proxy
Statement:

1. To elect seven directors to serve a term of one year or until
their successors are elected;

2. To approve and ratify the appointment by the Board of
Directors of the Company of Ernst & Young LLP as the Company's
independent auditors for the fiscal year of the Company ending
December 31, 2005;

3. To approve an amendment to the 1993 Stock Plan for Employees
and Directors of Littelfuse, Inc. (the "1993 Stock Plan")
which would increase the maximum aggregate number of shares of
Common Stock as to which awards of options, restricted shares,
units or rights may be made from time to time thereunder from
3,400,000 to 4,400,000 shares;

4. To approve amendments to the Littelfuse Deferred Compensation
Plan for Non-employee Directors (the "Non-employee Directors
Plan") which would (i) increase the maximum aggregate number
of shares of Common Stock which may be issued under the
Non-employee Directors Plan from 60,000 to 160,000 shares,
(ii) provide that such shares shall be issued quarterly, and
(iii) revise the Non-employee Directors Plan to satisfy the
requirements of new Section 409A of the Internal Revenue Code
of 1986, as amended;

and to transact such other business as may properly come before the annual
meeting or any adjournment thereof.

Stockholders of record of the Company at the close of business on March
18, 2005, will be entitled to vote at the meeting.

PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE.

/s/ MARY S. MUCHONEY
Mary S. Muchoney
Secretary

March 29, 2005

LITTELFUSE, INC.
800 East Northwest Highway
Des Plaines, Illinois 60016

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON

MAY 6, 2005

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of the Company of proxies for use at the Company's
annual meeting of stockholders to be held on May 6, 2005.

Any stockholder giving a proxy will have the right to revoke it at any
time prior to the time it is voted. A proxy may be revoked by written notice to
the Company, execution of a subsequent proxy or attendance at the annual meeting
and voting in person. Attendance at the annual meeting will not automatically
revoke the proxy. All shares represented by effective proxies will be voted at
the annual meeting or at any adjournment thereof.

The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, officers and employees of the Company may
solicit proxies by telephone or in person.

This Proxy Statement and form of proxy are first being mailed to
stockholders on or about March 29, 2005. The Company's 2004 annual report,
including audited financial statements, is included in this mailing.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE
NOMINEES FOR DIRECTOR NAMED IN PROPOSAL 1, A VOTE FOR THE APPROVAL AND
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS AS
DISCUSSED IN PROPOSAL 2, A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE 1993
STOCK PLAN AS DISCUSSED IN PROPOSAL 3 AND A VOTE FOR THE APPROVAL OF THE
AMENDMENTS TO THE NON-EMPLOYEE DIRECTORS PLAN AS DISCUSSED IN PROPOSAL 4.

VOTING

Stockholders of record on the books of the Company at the close of
business on March 18, 2005, will be entitled to notice of and to vote at the
meeting. A list of the stockholders entitled to vote at the meeting will be
available for examination by any stockholder for any purpose germane to the
meeting during ordinary business hours for a period of at least 10 days prior to
the meeting at the Company's headquarters located at 800 East Northwest Highway,
Des Plaines, Illinois 60016 and at LaSalle Bank N.A., 135 South LaSalle Street,
Chicago, Illinois 60603, the transfer agent for the Company. The Company had
outstanding on March 18, 2005, 22,507,536 shares of its Common Stock, par value
$.01 per share (the "Common Stock"). Each outstanding share of Common Stock
entitles the holder to one vote on each matter submitted to a vote at the
meeting.

The shares represented by proxies will be voted as directed in the
proxies. In the absence of specific direction, the shares represented by proxies
will be voted FOR the election of all of the nominees for directors of the
Company, FOR the approval and ratification of the appointment of Ernst & Young
LLP as independent auditors, FOR the approval of the amendment to the 1993 Stock
Plan and FOR the approval of the amendments to the Non-employee Directors Plan.
In the event any nominee for director is unable to serve, which is not now
contemplated, the shares represented by proxies may be voted for a substitute
nominee. If any matters are to be presented at the annual meeting other than the
matters referred to in this Proxy Statement, the shares represented by proxies
will be voted at the discretion of the named proxies.

The Company's bylaws provide that a majority of all of the shares of
Common Stock entitled to vote, whether present in person or represented by
proxy, shall constitute a quorum for the transaction of business at the meeting.
Votes for and against, abstentions and "broker non-votes" will each be counted
as present for purposes of determining the presence of a quorum. To determine
whether a specific proposal has received sufficient votes to be passed, for
shares deemed present, an abstention will have the same effect as a vote
"against" the proposal, while a broker non-vote will not be included in vote
totals and will have no effect on the outcome of the vote. The affirmative vote
by the holders of a majority of the shares present (whether in person or by
proxy) at the meeting will be required for the approval of the ratification of
Ernst & Young LLP as independent auditors, the amendment to the 1993 Stock Plan
and the amendments to the Non-employee Directors Plan. With respect to the
election of directors, the seven nominees who receive the most votes at the
meeting will be elected.

OWNERSHIP OF LITTELFUSE, INC. COMMON STOCK

The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of March 18, 2005, by each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, by each director, by each executive officer named in
the Summary Compensation Table and by all of the directors and executive
officers of the Company as a group. Information concerning persons known to the
Company to be beneficial owners of more than 5% of its Common Stock is based
upon the most recently available reports furnished by such persons on Schedule
13G as filed with the Securities and Exchange Commission (the "Commission").

NUMBER OF SHARES OF
COMMON STOCK
BENEFICIALLY OWNED(1)
----------------------------
SHARES PERCENT
--------- -------

Ariel Capital Management, Inc. ................................ 2,481,640 10.8%
200 E. Randolph Drive, Suite 2900
Chicago, Illinois 60601

T. Rowe Price Associates, Inc.(2) ............................. 2,217,783 9.6%
100 E. Pratt Street
Baltimore, Maryland 21202

Barclays Global Investors, NA.(3) ............................. 1,795,452 7.8%
45 Fremont Street
San Francisco, CA 94105

Reed Conner & Birdwell, LLC.................................... 1,297,538 5.6%
11111 Santa Monica Boulevard, Suite 1700
Los Angeles, CA 90025

Capital Research and Management Company(4) .................... 1,161,300 5.0%
333 South Hope Street
Los Angeles, CA 90071

Howard B. Witt ................................................ 318,240 *

John P. Driscoll .............................................. 25,450 *

Anthony Grillo ................................................ 64,064 *

Bruce A. Karsh(5) ............................................. 175,226 *

John E. Major ................................................. 49,179 *

Gordon Hunter ................................................. 23,296 *

Ronald L. Schubel ............................................. 10,268 *

Kenneth R. Audino ............................................. 31,000 *

Philip G. Franklin ............................................ 102,000 *

David R. Samyn ................................................ 9,400 *

All current directors and executive officers as a group (15 941,218 4.1%
persons)..................................................

* Indicates ownership of less than 1% of Common Stock.

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(1) The number of shares outstanding for purposes of calculating the
percentages shown includes an aggregate of 564,800 shares of Common
Stock, which may be acquired through the exercise of stock options
within 60 days of March 18, 2005.

(2) These securities are owned by various individual and institutional
investors for which T. Rowe Price Associates, Inc. ("Price Associates")
serves as investment advisor with power to direct investments and/or
sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934 ("Exchange Act"),
Price Associates is deemed to be a beneficial owner of such securities;
however, Price Associates expressly disclaims that it is, in fact, the
beneficial owner of such securities.

(3) As reported in a Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2005, 1,795,452 shares represent the total
number of shares beneficially owned by Barclays Global Investors NA
("BGI"), Barclays Global Fund Advisors ("BGFA"), Barclays Capital
Securities Limited ("BCSL"), and Palomino Limited ("PL"). These
entities have the sole power to vote with respect to 1,662,453 shares
and sole power to dispose of 1,795,452 shares. The total number of
shares beneficially owned by BGI is 1,239,111 over which BGI exercises
sole voting control over 1,109,923 shares and the power of disposition
with respect to 1,239,111 shares. The total number of shares
beneficially owned by BGFA is 516,570 over which BGFA exercises sole
voting control over 512,759 shares and the power of disposition with
respect to 516,570 shares. The total number of shares beneficially
owned by BCLS is 2,850 over which BCLS exercises sole voting control
and the power of disposition with respect to 2,850 shares. The total
number of shares beneficially owned by PL is 36,921 over which PL
exercises sole voting control and the power of disposition with respect
to 36,921 shares.

(4) These securities are owned by various individual and institutional
investors for which Capital Research and Management Company ("Capital")
serves as investment advisor with power to direct investments. For
purposes of the reporting requirements of the Exchange Act, Capital is
deemed to be a beneficial owner of such securities; however, Capital
expressly disclaims that it is, in fact, the beneficial owner of such
securities.

(5) Includes 8,000 shares of Common Stock held in trust for Mr. Karsh's
wife and children and 75,000 shares held by the Karsh Family Foundation
("Foundation"). Mr. Karsh disclaims beneficial ownership of all
securities held by the Foundation.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act"),
requires the Company's executive officers, directors and holders of more than
10% of the Common Stock to file with the Commission initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. The Company believes that during the fiscal year ended January
1, 2005, its executive officers and directors complied with all Section 16(a)
filing requirements. In making these statements, the Company has relied upon the
written representations of its executive officers and directors.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Seven directors are to be elected at the annual meeting to serve terms
of one year or until their respective successors have been elected. The nominees
for director, all of whom are now serving as directors of the Company, are
listed below together with certain biographical information as of March 18,
2005. Except as otherwise indicated, each nominee for director has been engaged
in his present principal occupation for at least the past five years.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF ALL OF THE NOMINEES LISTED BELOW AS DIRECTORS.

Howard B. Witt, age 64, has been a director of the Company since
November 1991. Mr. Witt also served as President and Chief Executive Officer of
Littelfuse, Inc. from 1990 until his retirement in December 2004. In May 1993,
Mr. Witt was elected as the Chairman of the Board of the Company and served in
that capacity until his retirement in December 2004. Prior to his appointment as
President and Chief Executive Officer, Mr. Witt served in several other key
management positions since joining the Company as Operations Manager in 1979.
Mr. Witt serves as a director of Franklin Electric Co., Inc., a reporting
company under the Exchange Act, and is a member of the Electronic Industries
Alliance Board of Governors. He also serves as a director of the Artisan Mutual
Fund, a reporting company under the Exchange Act.

John P. Driscoll, age 69, has been a director of the Company since
February 1998. Mr. Driscoll has been President of Jack Driscoll Enterprises,
Inc., a management consulting firm, since 1998. In June of 1998 Mr. Driscoll
retired as Executive Vice President of Murata Electronics North America, Inc.
where he was responsible for corporate policy and strategy and oversaw
government and industry relations. Mr. Driscoll joined Murata Electronics in
1979 as Vice President of Marketing and Sales, was appointed Senior Vice
President Marketing and Sales in 1985 and assumed the position of Executive Vice
President in 1995. Mr. Driscoll is a former Vice President of the Components
Group of the Electronic Industry Alliance, and a twenty-year member of its Board
of Governors. He was also affiliated with the Electronics Component and
Technology Conference and the Japan American Society. Mr. Driscoll has been
determined by the Board to be "independent" under the listing standards of the
Nasdaq Stock Market ("NASDAQ") on which the Company's Common Stock is listed.

Anthony Grillo, age 49, has been a director of the Company since
December 1991. Mr. Grillo is the founder and Chief Executive Officer of
CricketHill Associates LLC, an advisory firm established in 2005. From 2001
through 2004 Mr. Grillo was a Senior Managing Director of Evercore Partners,
Inc. where he has founded the restructuring practice for the firm. From 1999
through 2001 Mr. Grillo was a Senior Managing Director of Joseph Littlejohn &
Levy, Inc., a private equity firm. For eight years previous, Mr. Grillo was a
Senior Managing Director of the Blackstone Group L.P., an investment banking
firm. During those years, he was the co-founder of Blackstone's Restructuring
and Reorganization Group, Chief Operating Officer of the firm's M&A practice and
a member of its Investment Committee. Mr. Grillo has been determined by the
Board to be "independent" under NASDAQ listing standards.

Gordon Hunter, age 53, has been a director of the Company since June
2002 and became the Chairman of the Board, President and Chief Executive Officer
of Littelfuse, Inc. in January 2005. Mr. Hunter became the Chief Operating
Officer of the Company in November 2003. Prior to joining the Company, Mr.
Hunter was Vice President, Intel Communications Group, and General Manager,
Optical Products Group. Mr. Hunter was responsible for managing Intel's access
and optical communications business segments within the Intel Communications
Group. Prior to joining Intel in February 2002, he served as President of Elo
TouchSystems, a subsidiary of Raychem Corporation . He also served in a variety
of positions during a 20-year career at Raychem Corporation, including Vice
President of Commercial Electronics and a variety of sales, marketing,
engineering and management positions.

Bruce A. Karsh, age 49, has been a director of the Company since
December 1991. Mr. Karsh is President and co-founder of Oaktree Capital
Management, LLC, an investment advisory firm with over $27 billion of assets
under management, and has been with Oaktree since 1995. From 1987 through 1995
Mr. Karsh was with The TCW Group, Inc. where he established the TCW Special
Credits group of funds and had primary portfolio management responsibility for
their operation. Mr. Karsh has been determined by the Board to be "independent"
under NASDAQ listing standards.

John E. Major, age 59, has been a director of the Company since
December 1991. Mr. Major has been President of MTSG, a strategic consulting and
investments company, since 2003. From 2000 through 2003 he was Chairman and CEO
of Novatel Wireless Inc., which provides wireless data access solutions for PDAs
and notebook PCs. From 1998 through 1999 he was Chief Executive Officer of
Wireless Knowledge, a QUALCOMM and Microsoft joint venture. Before joining
Wireless Knowledge in 1998, Mr. Major served as Corporate Executive Vice
President of QUALCOMM, Inc. and President of its Wireless Infrastructure
Division. Prior to joining QUALCOMM in 1996, Mr. Major served as Senior Vice
President and Staff Chief Technical Officer at Motorola, Inc. Mr. Major serves
on the Board of

Directors of Verilink Corporation, Broadcom Corporation and Lennox International
Inc., all reporting companies under the Exchange Act. Mr. Major has been
determined by the Board to be "independent" under NASDAQ listing standards.

Ronald L. Schubel, age 61, has been a Director of the Company since
June 2002. Mr. Schubel is Corporate Executive Vice President and President of
the Americas Region for Molex Incorporated, a global manufacturer of
interconnect systems. He began his career with Molex in 1981, spending four
years in Singapore as President of the Far East South Region. Prior to joining
Molex, Mr. Schubel worked for General Motors for 15 years. His last position
with General Motors was Director of Operations for the Packard Electronics
Division. Mr. Schubel has been determined by the Board to be "independent" under
NASDAQ listing standards.

INFORMATION CONCERNING BOARD OF DIRECTORS AND ITS COMMITTEES

COMPENSATION OF DIRECTORS. Directors who are not employees of the
Company are paid an annual Director's fee of $40,000, $1,500 for each of the
five regularly scheduled Board meetings attended and $1,000 for attendance at
any special teleconference Board or Committee meetings, plus reimbursement of
reasonable expenses relating to attendance at meetings. The Lead Director is
paid an additional $7,500 annually, the Chairman of the Audit Committee is paid
an additional $10,000 annually and the Chairman of the Compensation Committee is
paid an additional $5,000 annually. No fees are paid to Directors who are also
full-time employees of the Company.

Under the Littelfuse Deferred Compensation Plan for Non-employee
Directors, a non-employee director, at his election, may defer receipt of his
director's fees. Such deferred fees are used to purchase shares of Littelfuse
Common Stock, and such shares and any distributions thereon are deposited with a
third party trustee for the benefit of the director until the director ceases to
be a director of the Company. All non-employee directors except Mr. Witt have
elected to be compensated in Common Stock under the Non-employee Directors Plan.

The 1993 Stock Plan for Employees and Directors of Littelfuse, Inc.
(the "1993 Stock Plan") provides for a grant at each annual meeting of the Board
of Directors to each non-employee Director of non-qualified stock options to
purchase 5,000 shares of Common Stock at the fair market value on the date of
grant. Accordingly, on April 30, 2004, Messrs. Driscoll, Grillo, Karsh, Major
and Schubel were each granted an option to purchase 5,000 shares of Common
Stock.

ATTENDANCE AT MEETINGS. The Board of Directors held seven meetings
during fiscal year 2004. All of the directors attended at least 75% of the
meetings of the Board of Directors and the committees on which they served. It
is the policy of the Company that all of the directors attend the annual meeting
of the stockholders of the Company.

Independent members of the Board of Directors of the Company meet in
executive session without management present at least two times per year.
Stockholders wishing to communicate directly with the Board or individual
directors should communicate in writing to the Corporate Secretary of the
Company, who will in turn promptly forward such communication to the directors.

AUDIT COMMITTEE. It is the responsibility of the Audit Committee to,
among other things, (i) recommend each year to the Board of Directors
independent auditors to audit the financial statements of the Company and its
consolidated subsidiaries, (ii) review the scope of the audit plan, (iii)
discuss with the auditors the results of the Company's annual audit and any
related matters, (iv) pre-approve all audit

services; (v) pre-approve all permissible non-audit services to be performed by
the Company's auditors; and (vi) review transactions posing a potential conflict
of interest among the Company and its Directors, officers and affiliates. A copy
of the Audit Committee Charter is available on the Company's website at
www.littelfuse.com. The Audit Committee met fourteen times in 2004. Members of
the Audit Committee are John E. Major, Ronald L. Schubel and Anthony Grillo, the
Chairman of the Committee, all of whom have been deemed by the Board to be
"independent" under the Sarbanes Oxley Act of 2002 and NASDAQ listing standards.
The Board of Directors has determined that Anthony Grillo is an "audit committee
financial expert" based on his experience as a certified public accountant,
investment banker and private equity investor.

NOMINATING COMMITTEE. It is the responsibility of the Nominating
Committee to identify individuals qualified to serve on the Board of Directors
and to recommend those individuals the Board should nominate for election at the
Company's annual meeting of stockholders. The Nominating Committee will consider
nominees for the Board of Directors recommended by stockholders, using the same
evaluation process as for any other candidate. Recommendations should be
submitted to the Secretary of the Company at the Company's principal executive
offices. The Board of Directors has adopted a charter for the Nominating
Committee. A copy of that charter is available on the Company's website at
www.littelfuse.com. The Nominating Committee met one time during 2004. The
Nominating Committee reviewed the performance of all of the current members of
the Board of Directors and determined and recommended to the Board that all of
the current directors should be nominated for re-election. In making this
recommendation, consideration was given to matters such as attendance at
meetings, preparation for meetings, input at meetings, interaction with other
board members, and other tangible or intangible benefits their service as
directors brought to the Company. No other candidates were recommended or
evaluated. Members of the Nominating Committee are John P. Driscoll and Bruce A.
Karsh, each of whom have been deemed by the Board to be independent under NASDAQ
listing standards.

Director Qualification Standards

The Nominating Committee will take into consideration such factors as
it deems appropriate, including the following:

o Experience as an executive or director of a publicly traded
company;

o Familiarity with the business of the Company and its industry;

o Availability to actively participate in meetings of the Board
of Directors and attend the annual meeting of stockholders;

o Knowledge and experience in the preparation or evaluation of
financial statements;

o Diversity;

o Satisfaction of the criteria for independence established by
the Commission and NASDAQ listing standards, as they may be
amended from time to time; and

o Ability to interact in a productive manner with the other
members of the Board of Directors.

COMPENSATION COMMITTEE. It is the responsibility of the Compensation
Committee to make recommendations to the Board of Directors with respect to
compensation and benefit programs, including the stock-based plans, for
Directors and executive officers of the Company and its subsidiaries. The
Compensation Committee met six times in 2004. Members of the Compensation
Committee are Bruce A. Karsh and John P. Driscoll, the Chairman of the
Committee.

TECHNOLOGY COMMITTEE. It is the responsibility of the Technology
Committee to review the research and development activities of the Company and
ensure the Company maximizes the use of technology throughout the organization.
The Technology Committee met five times in 2004. Members of the Technology
Committee are John E. Major, Ronald L. Schubel and Gordon Hunter, the Chairman
of the Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Bruce A. Karsh and John P. Driscoll served on the Compensation
Committee during fiscal 2004. No executive officer of the Company served as a
member of the compensation committee, or a board of directors performing
equivalent functions, of any entity that had one or more of its executive
officers serving as a member of the Company's Compensation Committee.

COMPENSATION OF EXECUTIVE OFFICERS

The following table discloses compensation received by the Chief
Executive Officer and each of the other four most highly compensated executive
officers (the "named executive officers") for the last three fiscal years.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------- --------------------------------
YEAR SALARY($) BONUS($)(1) RESTRICTED SECURITIES ALL OTHER
---- --------- ----------- STOCK UNDERLYING COMPENSATION($)(3)
AWARDS ($)(2) OPTIONS/SARS(#) ------------------
NAME AND PRINCIPAL POSITION ------------- ---------------
---------------------------

Howard B. Witt (4) ................... 2004 550,000 487,867 0 30,000 803,777
Chairman of the Board,
President and 2003 530,000 363,120 206,700 65,000 59,681
Chief Executive Officer
2002 500,000 309,301 0 65,000 116,974

Gordon Hunter (5) .................... 2004 410,000 362,043 206,700 30,000 2,678
Chief Operating Officer
2003 65,000 35,000 0 50,000 31,437

2002 n/a

Philip G. Franklin ................... 2004 285,000 195,232 172,250 22,000 5,054
Vice President, Operations Support
and Chief Financial Officer 2003 275,000 157,769 172,250 22,000 1,551

2002 250,000 120,956 0 22,000 1,546

Kenneth R. Audino .................... 2004 190,000 136,733 0 15,000 2,278
Vice President
2003 180,000 88,814 172,250 15,000 3,806

2002 167,000 71,311 0 15,000 2,325

David R. Samyn (6) ................... 2004 180,000 176,231 172,250 15,000 2,252
Vice President
2003 n/a

2002 n/a

(1) The amounts disclosed in this column are awards relating to the fiscal
year performance indicated but paid early in the following fiscal year
under the Company's Annual Incentive Compensation Program.

(2) Restricted stock awards were initiated in 2003. The table reflects the
aggregate amount of restricted stock awarded to each officer. In 2004,
the Compensation Committee granted restricted shares awards under the
1993 Stock Plan to Mr. Hunter for 6,000 shares of Common Stock and to
each of Messrs. Franklin and Samyn for 5,000 shares of Common Stock. In
2003, the Compensation Committee granted restricted shares awards under
the 1993 Stock Plan to Mr. Witt for 6,000 shares of Common Stock and to
each of Messrs. Franklin and Audino for 5,000 shares of Common Stock.
The restricted shares subject to such awards had values listed in the
table based upon a $34.45 share average of the high and low "sales"
price of Common Stock as reported on The NASDAQ Stock Market on
December 31, 2004. These restricted shares awards are subject to the
Company attaining certain financial performance goals relating to
return on net tangible assets and earnings before interest, taxes,
depreciation and amortization during the three-year period ending
December 31, 2005.

(3) The amounts disclosed in this column represent the compensation value
to the named executive officers of life insurance premiums paid by the
Company for life insurance policies on the lives of Messrs. Witt,
Hunter, Franklin, Audino and Samyn. The amounts also include the amount
representing total imputed interest from interest-free loans obtained
by Mr. Witt from the Company pursuant to the Littelfuse Executive Loan
Program in fiscal 2001 and 2002. Total imputed interest for Mr. Witt
was $103,737 in fiscal 2002; $53,526 in fiscal 2003; and $49,190 in
fiscal 2004. The Company changed its policy in 2002 such that
management employees may no longer obtain such loans. Mr. Witt repaid
the Company the outstanding loan balance in March 2005. The Company
amended the employment

agreement and also entered into a Consulting Agreement with Mr. Witt in
fiscal 2004, recognizing fiscal 2004 expense of $200,000 and $550,000,
respectively, related to these transactions.

(4) Mr. Witt served as President, Chief Executive Officer and Chairman of
the Board of Littelfuse, Inc. until his retirement on December 31,
2004.

(5) Mr. Hunter joined the Company as Chief Operating Officer effective
November 3, 2003. Mr. Hunter became the Chairman of the Board,
President and Chief Executive Officer of Littelfuse, Inc. effective
January 1, 2005.

(6) Mr. Samyn was elected to Vice President of the Company on April 30,
2004.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides information on option grants in fiscal 2004 to the
named executive officers.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(1)
------------------------------------------------------------------ ------------------------------
PERCENTAGE
NUMBER OF OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR(2) ($/SHARE) DATE(3) 5%($) 10%($)
-------------------------------------------------------------------------------------------------------------------------------

Howard B. Witt ........... 30,000 8.3% 38.11 12/31/2007 246,388 530,606

Gordon Hunter ............ 30,000 8.3% 38.11 4/30/2014 719,015 1,822,126

Philip G. Franklin ....... 22,000 6.1% 38.11 4/30/2014 527,278 1,336,226

Kenneth R. Audino ........ 15,000 4.2% 38.11 4/30/2014 359,508 911,063

David R. Samyn.... ....... 15,000 4.2% 38.11 4/30/2014 359,508 911,063

(1) Potential realizable value is based on an assumption that the price of
the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the option term.
These numbers are calculated based on the requirements of the
Commission and do not reflect the Company's estimate of future stock
price performance.

(2) The Company granted options representing 363,750 shares to employees in
fiscal 2004.

(3) The options granted to Messrs. Witt, Franklin, Hunter, Audino and Samyn
become exercisable in 20% increments on each April 30, 2005 through
2009. The options expire 10 years after the grant.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

The following table provides information on option exercises in fiscal 2004 by
the named executive officers and the value of such officers' unexercised options
at January 1, 2005.

NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS AT
ON VALUE JANUARY 1, 2005(2) JANUARY 1, 2005($)(3)
NAME EXERCISE REALIZED ------------------------------ ------------------------------
(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------------------

Howard B. Witt .......... 426,000 6,838,288 162,000 0 1,292,160 0
Philip G. Franklin....... 0 0 74,000 66,000 824,328 425,392
Gordon Hunter ........... 0 0 13,000 77,000 180,400 668,200
Kenneth R. Audino........ 80,000 1,089,529 0 45,000 0 290,040
David R. Samyn .......... 0 0 3,000 27,000 51,330 205,320

(1) Market value of underlying securities at exercise date (closing price
as reported on The NASDAQ Stock Market on exercise date), minus the
exercise price of in-the-money options.

(2) Subject to vesting and the optionee remaining employed by the Company.

(3) Value is calculated by subtracting the exercise price from the assumed
fair market value of the securities underlying the option at fiscal
year-end and multiplying the result by the number of in-the-money
options held. There is no guarantee that if and when these options are
exercised they will have this value. Fair market value was calculated
based on the average high and low "sales" price of shares of the Common
Stock as reported on The NASDAQ Stock Market on December 31, 2004
($34.16).

EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL EMPLOYMENT AGREEMENTS ENTERED INTO
WITH EXECUTIVE OFFICERS

The Company entered into an employment agreement dated August 8, 2003,
with Howard B. Witt, the Chairman, President and Chief Executive Officer of the
Company. His employment agreement had a term ending on December 31, 2004, and
provided that Mr. Witt received an annual salary of no less than $530,000, plus
bonuses to be determined from time to time by the Board of Directors of the
Company. To the extent he was otherwise eligible during the term of his
Employment Agreement, Mr. Witt participated in and received the benefits of any
and all stock options, pension, retirement, vacation, profit sharing, health,
disability insurance and other benefit plans, programs and policies maintained
by the Company.

Mr. Witt's employment agreement provided that during its term, but
subject to election and removal by the Board of Directors of the Company, Mr.
Witt served as Chairman, President and Chief Executive Officer of the Company.

On December 31, 2004, the Company entered into a First Amendment to
Employment Agreement with Mr. Witt. Under the terms of Mr. Witt's then-existing
Employment Agreement with the Company, Mr. Witt as Chairman, Chief Executive
Officer and President of the Company had agreed to retire effective December 31,
2004. The terms of the First Amendment provided that, in consideration for Mr.
Witt agreeing to extend the non-competition period under his Employment
Agreement for an additional two years beyond the initial two-year period, the
Company agreed to pay Mr. Witt $200,000 on or before January 1, 2005.

As of January 1, 2005, the Company entered into a two year Consulting
Agreement with Mr. Witt. The terms of the Consulting Agreement provide that Mr.
Witt will be paid $275,000 per year during the term of the agreement and will be
required to provide certain consulting services to the Company as

reasonably requested by the President or the Board of Directors of the Company
from time to time, but in no event shall Mr. Witt be required to work more than
40 hours during any calendar month. Mr. Witt will be provided with working
facilities, support staff and reimbursements for reasonable business expenses
incurred by Mr. Witt in performing his duties under the Consulting Agreement. In
addition, if so requested by the Board of Directors of the Company and elected
by the stockholders of the Company, Mr. Witt has agreed to serve as a director
of the Company. Mr. Witt will receive compensation for his services as director,
in addition to the annual compensation as a consultant discussed above, in an
amount equal to the compensation paid to the other non-employee directors of the
Company for their services as directors.

The Company entered into change of control employment agreements dated
August 8, 2003, with Mr. Witt, dated September 1, 2001, with Kenneth R. Audino
and Philip G. Franklin and dated November 3, 2003, with Gordon Hunter. These
change of control employment agreements are designed to provide these
individuals with certain employment and compensation protection in the event
that there was a Change of Control (as defined in these agreements) with respect
to the Company at any time prior to December 31, 2004, with respect to Mr. Witt,
and prior to September 1, 2006, with respect to the others. If such a Change of
Control were to occur and any of these individual's employment with the Company
was terminated at any time during the two-year period thereafter, other than for
Cause (as defined in these agreements), or if during these time periods any of
these individuals were to terminate his or her employment for Good Reason (as
defined in these agreements), then the Company would be obligated to make the
payments described below for the benefit of these individuals.

With respect to the individuals other than Mr. Witt, under their change
of control employment agreements they will be paid their accrued compensation
and annualized bonus, and will receive an amount equal to two times the sum of
their annual salary plus bonus, two additional years of crediting under the
SERP, if participating in the SERP, and two years of continuing medical
insurance benefits. They will also receive the excise tax "gross-up" payment
described above. Additionally, if any individual were to terminate his
employment with the Company for Good Reason (as defined in these agreements) or
be terminated by the Company other than for Cause (as defined in these
agreements) during the two-year period following a Change of Control the
individual's account balance under the SERP would not be subject to forfeiture
in the event he were to work for a competitor of the Company.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process
and compliance with the Sarbanes-Oxley Act on behalf of the Board of Directors.
Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls. In fulfilling its
oversight responsibilities, the Committee reviewed the audited financial
statements in the Annual Report with management including a discussion of the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgements, and the clarity of disclosures in the
financial statements.

The Audit Committee also reviewed and discussed the audited financial
statements with the independent auditors and discussed the matters requiring
discussion pursuant to SAS 61, including the accounting methods used in the
audit. In addition, the Committee has discussed with the independent auditors
the auditors' independence from management and the Company including the matters
in the written disclosures and letter required by the Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, and
considered the compatibility of non-audit services with auditor's independence.

The Audit Committee discussed with the independent auditors the overall
scope and plans for their audits. The Audit Committee meets with the independent
auditors, with and without management present, to discuss the results of their
examinations, their evaluations of the Company's internal controls, and the
overall quality of the Company's financial reporting. The Audit Committee held
fourteen meetings during fiscal 2004.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended January 1, 2005 for filing with the Commission. The
Committee and the Board have also recommended, subject to stockholder approval,
the selection of Ernst & Young LLP as the Company's independent auditors for the
fiscal year ended December 31, 2005.

Audit Committee

Anthony Grillo (Chairman)
John E. Major
Ronald L. Schubel

Notwithstanding anything to the contrary set forth in any of the
Company's previous or future filings under the Securities Act of 1933 or the
Exchange Act that might incorporate by reference filings, including this Proxy
Statement, in whole or in part, the preceding Report of the Audit Committee
shall not be incorporated by reference into any such filings.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee administers the Company's executive cash and
benefits compensation program.

The goals of the Company's integrated executive compensation program
are to:

1. Pay competitively to attract, retain and motivate a
high-quality senior management team;

2. Link annual salary increases to the attainment by
each executive officer of individual performance
objectives;

3. Tie individual incentive cash compensation to Company
and individual performance goals; and

4. Align executive officers' financial interests with
stockholder value.

The compensation of executive officers of the Company primarily
consists of three variable components: base salary, a potential cash bonus under
the Company's Annual Incentive Compensation Program, and stock options or other
awards under the 1993 Stock Plan for Employees and Directors of the Company (the
"Stock Plan").

As one of the factors in its consideration of compensation matters, the
Compensation Committee also considers the anticipated tax treatment to the
Company and to the executive officers of various payments and benefits. However,
since some types of compensation payments and their deductibility depend upon
the timing of an executive officer's exercise of stock options (e.g., the spread
on exercise of

non-qualified options), and because interpretations and changes in the tax laws
and other factors beyond the control of the Compensation Committee may also
affect the deductibility of compensation, the Compensation Committee will not
necessarily limit executive compensation to that which is deductible under
applicable provisions of the Internal Revenue Code. The Compensation Committee
will consider various alternatives to preserving the deductibility of
compensation payments and benefits to the extent reasonably practicable and to
the extent consistent with the Company's other compensation goals.

SALARIES

The Compensation Committee's determination of each executive officer's
base salary is designed to accomplish two goals. The first goal is to pay
executive officers competitively to attract, retain and motivate a high-quality
senior management team. The second goal is to link annual salary increases to
the attainment by each executive officer of individual performance objectives.
The base salary of each executive officer is targeted to be within a range of
80% to 120% of the average base salary received by executive officers in similar
positions with manufacturing companies having comparable annual sales.

In determining the base salary to be paid to each executive officer
other than the Chief Executive Officer (the "Other Executive Officers"), the
Compensation Committee reviews recommendations prepared by the Chief Executive
Officer. These recommendations are based, in part, on executive compensation
surveys prepared by independent compensation consultants. These recommendations
are also based on the executive officer's attainment of individual performance
objectives. After consultation with the Chief Executive Officer, the
Compensation Committee reviews the recommendations and the supporting executive
compensation review. The Compensation Committee then determines the annual base
salary of each of the Other Executive Officers. The determination of the Chief
Executive Officer's annual base salary is specifically discussed below.

ANNUAL INCENTIVE COMPENSATION PROGRAM

The Annual Incentive Compensation Program is designed to accomplish the
goal of tying incentive cash compensation to Company and individual performance
goals. The Compensation Committee annually approves the Annual Incentive
Compensation Program and, after consultation with the Chief Executive Officer
with respect to the Other Executive Officers, administers the program.

The Compensation Committee, after consulting with the Chief Executive
Officer, establishes a minimum, target and a maximum amount that may be awarded
to each of the Other Executive Officers as an annual incentive compensation
award. The target and maximum amounts established for each of the Other
Executive Officers are percentages of such executive officer's base salary.
These amounts are established by the Compensation Committee, after consulting
with the Chief Executive Officer, with input from compensation survey data. In
determining each of the Other Executive Officer's total award, Company
performance is determined based on the achievement by the Company of specified
financial objectives, which include sales, earnings per share and cash flow,
while individual performance is determined based on each of the Other Executive
Officer's achievement of specified performance objectives. At the end of each
fiscal year, the amount of the total award paid to each of the Other Executive
Officers is determined based on Company and individual performance using the
mathematical formula weighting each of the factors described above, as
previously established under the program by the Compensation Committee, after
consulting with the Chief Executive Officer. The determination of whether each
of the Other Executive Officers achieved his or her specified performance
objectives is made by the Compensation Committee after consulting with the Chief
Executive Officer. The Compensation Committee, in administering the Annual
Incentive Compensation program as it relates to the Chief Executive Officer,
makes all of the determinations described above with respect to the Chief
Executive Officer after analyzing the factors described above.

1993 STOCK PLAN

The stock-based compensation programs of the Company under the Stock
Plan are administered by the Compensation Committee. The granting of stock
options by the Compensation Committee is designed to accomplish the goal of
aligning the financial interests of executive officers with stockholder

value. The number of stock options granted to executive officers is determined
by the executive officer's position and responsibilities. Grants of stock
options are intended to recognize different levels of contribution to the
achievement by the Company of its performance goals as well as different levels
of responsibility and experience as indicated by each executive officer's
position. Generally, all stock options granted to executive officers have been
granted with an exercise price equal to the fair market value of the Common
Stock on the date of grant. In 2003, stock options with an exercise price below
fair market value were granted to Mr. Hunter upon commencement of his employment
with the Company.

The company also grants restricted stock under a Performance Shares
Agreement to align the long term interests of executive officers with
stockholder interests. These restricted share awards are subject to the Company
attaining certain financial performance goals relating to return on net tangible
assets and earnings before interest, taxes, depreciation and amortization during
the three-year period ending December 31, 2005. During 2004, Mr. Hunter was
awarded 6,000 shares of restricted stock and Mr. Franklin and Mr. Samyn were
each awarded 5,000 shares of restricted stock.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The Compensation Committee increased Mr. Witt's 2004 base salary from
his 2003 base salary due to his performance as Chief Executive Officer and the
relationship of his compensation to the compensation of chief executive officers
of peer group companies. This increase was based, in part, on Mr. Witt's
attainment of individual performance objectives and, in part, on the attainment
of financial objectives by the Company.

Mr. Witt's total award under the Annual Incentive Compensation Program
in 2004 for 2003 performance was determined based on Company and individual
performance using the mathematical formula established under the program by the
Compensation Committee prior to the beginning of each fiscal year after
analyzing the level of attainment of the factors described above, i.e., the
specified financial objectives of sales, earnings per share and cash flow as
well as individual performance.

The Compensation Committee in 2004 granted Mr. Witt options to purchase
30,000 shares of Common Stock. The number of stock options granted to Mr. Witt
reflects the Compensation Committee's recognition of the performance of his
duties as the Chief Executive Officer.

As of January 1, 2005, the Company entered into a two-year Consulting
Agreement with Mr. Witt. The terms of the Consulting Agreement provide that Mr.
Witt will be paid $275, 000 per year during the term of the agreement and will
be required to provide certain consulting services to the Company as may be
reasonably requested by the President or the Board of Directors of the Company
from time to time, but in no event shall Mr. Witt be required to work more than
40 hours during any calendar month. Mr. Witt will be provided with working
facilities, support staff and reimbursements for reasonable business expenses
incurred by Mr. Witt in performing his duties under the Consulting Agreement. In
addition, if so requested by the Board of Directors of the Company and elected
by the stockholders of the Company, Mr. Witt has agreed to serve as a director
of the Company during the two-year term of the agreement. If elected as a
director of the Company, Mr. Witt will receive compensation for his services as
a director, in addition to the annual compensation as a consultant discussed
above, in an amount equal to the compensation paid to the other non-employee
directors of the Company for their services as directors.

The Compensation Committee has reviewed each of the components of
compensation discussed above and the perquisites paid to Mr. Witt during fiscal
year 2004 and found these amounts to be reasonable.

COMPENSATION COMMITTEE

John P. Driscoll (Chairman)
Bruce A. Karsh

Notwithstanding anything to the contrary set forth in any of the
Company's previous or future filings under the Securities Act of 1933 or the
Exchange Act that might incorporate by reference filings, including this Proxy
Statement, in whole or in part, the preceding Report of the Compensation
Committee on Executive Compensation and the Performance Graph included in
"Company Performance" shall not be incorporated by reference into any such
filings.

COMPANY PERFORMANCE

The following graph compares the five-year cumulative total return on
the Common Stock to the five-year cumulative total returns on the Russell 2000
Index and the Dow Jones Electrical Components and Equipment Industry Group
Index. The Company believes that the Russell 2000 Index and the Dow Jones
Electrical Components and Equipment Industry Group Index represent a broad
market index and peer industry group for total return performance comparison.

The Russell 2000(R) Index consists of the 2,000 smallest companies,
including the Company.

The Dow Jones Electrical Components and Equipment Industry Group Index
includes the Common Stock of Actuant Corp. Class A, Acuity Brands, Inc.,
American Power Conversion Corp., American Standard Cos. Inc., American
Superconductor Corp., Ametek, Inc., Amphenol Corp., Anaren Microwave, Inc.,
Artesyn Technologies, Inc., AVX Corp., Benchmark Electronics, Inc., C&D
Technologies, Inc., Checkpoint Systems, Inc., CTS Corp., FuelCell Energy, Inc.,
Hubbell Inc. Class B, Integrated Circuit Systems, Inc., Jabil Circuit, Inc.,
Kemet Corp., Littelfuse, Inc., Methode Electronics, Inc. Class A., Molex, Inc.
and Molex, Inc. Class A, Park Electrochemical Corp., Plexus Corp., Plug Power,
Inc., Power-One, Inc., Sanmina-SCI Corp., Solectron Corp., SPX Corp.,
Technitrol, Inc., Thomas & Betts Corp., Three-Five Systems, Inc., Vicor Corp.,
Vishay Intertechnology, Inc. and York International Corp.

1999 2000 2001 2002 2003 2004

Littlefuse, Inc. 100 118 108 71 118 141
Russell 2000 100 96 97 76 110 129
Dow Jones Electrical Components
and Equipment Industry Group Index 100 61 43 26 42 38

In the case of the Russell 2000 Index and the Dow Jones Electrical
Components and Equipment Industry Group Index, a $100 investment made on
December 31, 1999, and reinvestment of all dividends is assumed. In the case of
the Company, a $100 investment made on December 31, 1999 is assumed (the Company
paid no dividends in 2000, 2001, 2002, 2003, or 2004). Returns are at December
31 of each year, with the exception of 2000, 2001, 2002 2003 and 2004 for the
Company, which are at December 30, 2000, December 29, 2001, December 28, 2002,
January 3, 2004 and January 1, 2005, respectively.

PENSION PLAN TABLE

The Company has two non-contributory retirement plans in which the
named executive officers participate. One of these plans is a defined benefit,
qualified under the applicable provisions of the Internal Revenue Code (the
"Qualified Plan"), and the other is a defined contribution, non-qualified
Supplemental Executive Retirement Plan ("SERP"). Mr. Witt, Mr. Franklin and Mr.
Audino are the only named executive officers that participate in the SERP. The
total annual combined pension benefits payable under the Qualified Plan and SERP
to the named executive officers are determined on the basis of a final five-year
average annual compensation formula.

The compensation covered by the retirement plans for each of the named
executive officers is the sum of the amounts reported in the salary and bonus
columns of the Summary Compensation Table. The table shows the total combined
annual pension benefits payable under the current provisions of both retirement
plans assuming retirement of an employee who has continued employment to age 62.

FINAL AVERAGE YEARS OF SERVICE
--------------------------------------------------------------------------------------------
COMPENSATION 10 15 20 25 30 35

$ 125,000......... $ 58,888 $ 72,430 $ 72,430 $ 72,430 $ 72,430 $ 72,430
150,000......... 72,430 88,680 88,680 88,680 88,680 88,680
175,000......... 85,971 104,930 104,930 104,930 104,930 104,930
200,000......... 99,513 121,180 121,180 121,180 121,180 121,180
225,000......... 113,055 137,430 137,430 137,430 137,430 137,430
250,000......... 126,596 153,680 153,680 153,680 153,680 153,680
300,000......... 153,679 186,180 186,180 186,180 186,180 186,180
400,000......... 207,846 251,180 251,180 251,180 251,180 251,180
500,000......... 262,012 316,180 316,180 316,180 316,180 316,180

----------

(1) Payable in the normal form of payment which is a single life annuity
for a single person (if a person is married, the form of payment is
joint and 50% to surviving spouse). For 2004, the maximum annual social
security payment at age 62 for a single person is $17,640 The formula
under the SERP is offset for one-half of the $17,640.

(2) Maximum normal retirement benefit is earned after 12 years of service.
Under an alternative form, payments from the SERP can be guaranteed
over 10 years.

The years of service (to the nearest year) as of January 1, 2005, for
the named executive officers are as follows: Messrs. Witt, 26 years, Franklin, 6
years, Hunter 1 year, Audino 40 years and Samyn 2 years.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 1995, the Board of Directors of the Company adopted the Littelfuse
Executive Loan Program to provide interest-free loans to management for the
purpose of enabling them to exercise their Company stock options and pay the
resulting income taxes. Pursuant to this Program, Mr. Witt has obtained
interest-free loans from the Company in the aggregate amount of $3,521,427.
Imputed interest on such loans for fiscal 2004 was $49,190. This loan was
repaid by Mr. Witt in March 2005. Funds obtained from such loans were used by
Mr. Witt to exercise Company stock options and to pay income taxes arising from
such exercise. As of July 30, 2002, the Company no longer provides loans to
executives of the Company under this or any other program.

PROPOSAL NO. 2

APPROVAL AND RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS

Subject to approval of the stockholders, the Board of Directors has
appointed Ernst & Young LLP, certified public accountants, as independent
auditors to examine the annual consolidated financial statements of the Company
and its subsidiary companies for the fiscal year ending December 31, 2005. The
stockholders will be asked at the meeting to approve and ratify such
appointment.

AUDIT AND NON-AUDIT FEES

The following table presents the approximate fees for professional
audit services rendered by Ernst & Young LLP for the audit of the Company's
financial statements for the fiscal year ended January 1, 2005, as well as the
approximate fees billed for other services rendered by Ernst & Young LLP:

2004 2003
---------- --------

Audit fees (1) $1,963,000 $585,000
Audit-related fees (2) $ 140,000 $377,000
Tax advisory services (3) $ 668,000 $360,000
Other (4) $ 0 $ 10,500
---------- --------

(1) Includes fees related to statutory audits of foreign
subsidiaries, Sarbanes-Oxley compliance and review of
financial statements included in the Company's Forms 10-Q.

(2) Includes fees related to audits of employee benefit plans and
acquisition activity during 2004

(3) Includes fees related to tax compliance, tax advice and tax
planning

(4) Includes fees related to secretarial support functions for
foreign subsidiaries

A representative of Ernst & Young LLP will be present at the meeting to
make a statement, if such representative so desires, and to respond to
stockholders' questions.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

All audit and non-audit services are pre-approved by the Audit
Committee, which considers, among other things, the possible effect of the
performance of such services on the registered public accounting firm's
independence. The Audit Committee pre-approves the annual engagement of the
principal independent registered public accounting firm, including the
performance of the annual audit, statutory audits at foreign locations,
quarterly reviews and tax services. The Audit Committee has

considered the role of Ernst & Young LLP in providing services to the Company
and has concluded that such services are compatible with such firm's
independence.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
FOLLOWING RESOLUTION WHICH WILL BE PRESENTED AT THE MEETING:

RESOLVED: That the appointment by the Board of Directors of the Company of Ernst
& Young LLP as the Company's independent auditors for the fiscal year of the
Company ending December 31, 2005, be approved and ratified.

PROPOSAL NO. 3

APPROVAL OF THE AMENDMENT TO THE 1993 STOCK PLAN
FOR EMPLOYEES AND DIRECTORS OF LITTELFUSE, INC.

The Board of Directors has approved and recommends to the stockholders
the approval of a proposed amendment to the 1993 Stock Plan which would increase
the maximum aggregate number of shares of Common Stock as to which awards of
options, restricted shares, units or rights may be made from time to time
thereunder from 3,400,000 to 4,400,000 shares. The 1993 Stock Plan currently
provides that a total of 3,400,000 shares of Common Stock may be issued pursuant
to options, restricted shares, units or rights which may be granted or awarded
under the plan. As of March 18, 2005, a total of 415,230 shares of Common Stock
were available for such purpose. After giving effect to the proposed amendment
to the 1993 Stock Plan, such number of shares of Common Stock available under
the 1993 Stock Plan would be increased to 1,415,230 shares. Management believes
that this amendment will further promote the Company's goals of enhancing the
long-term profitability and stockholder value of the Company by offering
stock-based incentives to those individuals who are key to the growth and
success of the Company.

The full text of the 1993 Stock Plan as amended if approved by the
stockholders appears as Exhibit A to this Proxy Statement to which reference is
made for a full statement of its terms and provisions. Capitalized terms used
but not defined herein shall have the meaning ascribed to them in the 1993 Stock
Plan. A summary of the major provisions of the 1993 Stock Plan relating to stock
options and the proposed amendments are described below:

MAXIMUM NUMBERS OF SHARES. Currently, no more than 3,400,000 shares may
be issued in the aggregate under the 1993 Stock Plan (subject to adjustment as
described below). The proposed amendments would increase this amount to
4,400,000 shares. Generally, any shares which cease to be subject to purchase
under a granted option, or any forfeited restricted shares or restricted units,
will become available for subsequent awards under the 1993 Stock Plan.

STANDARD TERMS AND CONDITIONS OF AWARDS. The terms of the form of
Non-Qualified Stock Option Agreement pursuant to which options are granted under
the 1993 Stock Plan generally provide, among other things, that such options
will expire on the day before the tenth (10th) anniversary of the grant date and
that such options vest in 20% increments on each of the first five anniversary
dates of the grant date. The Company has also granted performance shares awards
under the 1993 Stock Plan. Pursuant to these awards, restricted shares of the
Common Stock are issued to a recipient of a performance shares award if the
Company meets certain financial goals during a three-year period and, once
issued, vest in

one-third increments on each January 2nd during the subsequent three-year period
provided the recipient of the restricted shares is employed with the Company on
such January 2nd.

TERM OF 1993 STOCK PLAN. The 1993 Stock Plan became effective as of
February 12, 1993, and has no fixed expiration date.

ADMINISTRATION. The 1993 Stock Plan is administered by the Compensation
Committee of the Board of Directors, which has the exclusive authority to make
awards under the 1993 Stock Plan and all interpretations and determinations
affecting the 1993 Stock Plan.

ELIGIBILITY. Participation in the 1993 Stock Plan is limited to
officers, non-employee directors ("Eligible Directors") and key employees
(approximately 141 persons currently) of the Company and its subsidiaries who
are selected from time to time by the Compensation Committee. Participants in
the 1993 Stock Plan who are employees of the Company or its subsidiaries also
are eligible to participate in any other incentive plan of the Company. Transfer
of awards under the 1993 Stock Option Plan generally is prohibited.

NON-EMPLOYEE DIRECTORS. Currently, each Eligible Director is
automatically granted a non-qualified option to purchase 5,000 shares of Common
Stock, which option shall be granted on the date of the first meeting of the
Board of Directors of the Company following each annual meeting of the
stockholders of the Company ("Annual Non-employee Director Stock Options"). The
number of Annual Non-employee Director Stock Options to be granted as of the
date of any such meeting of the Board of Directors shall be proportionately
adjusted to reflect any stock splits, stock dividends, recapitalizations or
similar transactions causing an increase or decrease in the number of issued and
outstanding shares of Common Stock which have occurred since the date of the
most recent grant of Annual Non-employee Director Stock Options. Any Eligible
Director may waive his or her right to be granted Annual Non-employee Director
Stock Options. In the event that the granting of any Annual Non-employee
Director Stock Options would cause the 3,400,000 share limitation (or, in the
event the proposed amendment is adopted, the 4,400,000 share limitation) of the
1993 Stock Plan to be exceeded, the total number of Annual Non-employee Director
Stock Options then to be granted shall be reduced to a number which would cause
said share limitation not to be exceeded and the amount of non-qualified options
to be granted to each Eligible Director who has not waived his or her right to
receive Annual Non-employee Director Stock Options shall be proportionately
reduced.

The terms of non-qualified stock options granted to Eligible Directors
(including the terms of the Annual Non-employee Director Stock Options) and the
exercise price for shares purchasable under such options are determined pursuant
to the formula provision of the 1993 Stock Plan and such options generally are
issued in accordance with the terms discussed under "Standard Terms and
Conditions of Awards" above. Each option shall be exercisable in full or in
part, subject to certain requirements in the 1993 Stock Plan, by payment of the
exercise price in cash or already owned shares for the number of shares to be
purchased or as otherwise permitted by the Compensation Committee pursuant to
the provisions of the 1993 Stock Plan.

ANTI-DILUTION. The Compensation Committee may, in the event of any
stock dividend, stock split, recapitalization, merger, consolidation or other
change in the capitalization of the Company or similar corporate transaction or
event affecting the Common Stock, in such manner as it deems equitable, adjust,
among other things, (i) the maximum number of shares that may be issued under
the 1993 Stock Plan; (ii) the number and class of shares that may be subject to
stock options, restricted shares or restricted units

that have not been issued; (iii) the exercise price to be paid for unexercised
stock options; and (iv) the share value used to determine the amount or value of
any award under the 1993 Stock Plan.

AMENDMENTS. The Board of Directors may suspend, terminate, modify or
amend the 1993 Stock Plan at any time, but if any such amendment requires
stockholder approval in order to meet the requirements of the then applicable
rules under Section 16(b) of the Exchange Act, such amendment may not be
effected without obtaining stockholder approval. The Board of Directors may
terminate the 1993 Stock Plan, but the terms of the 1993 Stock Plan will
continue to apply to awards granted prior to such termination. No suspension,
termination, modification or amendment of the 1993 Stock Plan may adversely
affect the rights of an Employee or Eligible Director under previously granted
awards.

FEDERAL INCOME TAX CONSEQUENCES. Under the applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), no tax
will be payable by the recipient of a non-qualified option at the time of grant
or the time of vesting (except tax may be owing at the time of vesting with
respect to discounted stock options). Upon exercise of a non-qualified option,
the excess, if any, of the fair market value of the shares with respect to which
the option is exercised over the total, exercise price of such shares will be
treated for Federal tax purposes as ordinary income. Any profit or loss realized
on the sale or exchange of any share actually received will be treated as a
capital gain or loss. The Company will be entitled to deduct the amount, if any,
by which the fair market value on the date of exercise of the shares with
respect to which the option was exercised exceeds the exercise price.

For information regarding the number of shares of Common Stock which
the executive officers of the Company were granted options to purchase under the
1993 Stock Plan in the 2004 fiscal year and the exercise price of such options,
please see the "Option/SAR Grants in Last Fiscal Year" table under "Compensation
of Executive Officers" herein.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING RESOLUTION
WHICH WILL BE PRESENTED AT THE ANNUAL MEETING:

RESOLVED: That the amendment to the 1993 Stock Plan for Employees and
Directors of Littlefuse, Inc. which would increase the maximum aggregate number
of shares of Common Stock as to which awards of options, restricted shares,
units or rights may be made from time to time from 3,400,000 to 4,400,000 shares
be approved.

PROPOSAL NO. 4:

APPROVAL OF AMENDMENTS TO THE LITTELFUSE DEFERRED COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS

The Board of Directors has approved and recommends to the stockholders
the approval of proposed amendments to the Non-employee Directors Plan which
would (i) increase the maximum aggregate number of shares of Common Stock which
may be issued under the Non-employee Directors Plan from 60,000 to 160,000
shares, (ii) provide that such shares shall be issued quarterly, and (iii)
revise the Non-employee Directors Plan to satisfy the requirements of new
Section 409A of the Internal Revenue Code of 1986, as amended.

The Non-employee Directors Plan currently provides that a total of
60,000 shares of Common Stock may be issued under the Non-employee Directors
Plan. As of March 18, 2005, a total of 3,327 shares of Common Stock were
available for such purpose. After giving effect to the proposed amendment to the
Non-employee Directors Plan, such number of shares of Common Stock available
thereunder would be increased to 103,327 shares. Management believes that this
amendment will further the purpose of the Non-employee Directors Plan to promote
the ownership by the "Eligible Directors" as defined under the Non-employee
Directors Plan ("Non-employee Directors" herein) of the Company of shares of
Common Stock by allowing them to elect to receive shares of Common Stock in lieu
of their receiving some or all of the cash compensation which they would
otherwise be entitled to receive as payment for their services as Directors of
the Company. The Company believes that ownership of Common Stock by the
Non-employee Directors aligns the interests of the Non-employee Directors more
closely with the interests of the stockholders of the Company and that the
Non-employee Directors Plan will also assist the Company in attracting and
retaining highly qualified persons to serve as Non-employee Directors of the
Company.

The full text of the Non-employee Directors Plan as amended if approved
by the shareholders appears as Exhibit B to this Proxy Statement, to which
reference is made for a full statement of its terms and provisions. A summary of
the principal features of, and the proposed amendments to, the Non-employee
Directors Plan follows. Capitalized terms not defined herein have the same
meanings as in the Non-employee Directors Plan.

MAXIMUM NUMBER OF SHARES. Currently, the maximum number of shares of
Common Stock which may be issued pursuant to the Non-employee Directors Plan is
60,000 shares. The proposed amendments would increase this amount to 160,000
shares.

CONTRIBUTIONS TO TRUST, INVESTMENT IN SHARES AND DISTRIBUTION OF
ACCOUNTS. Under the terms of the Non-employee Directors Plan, as compensation
would otherwise become due and payable, the Company transfers an amount equal to
the Deferred Amount to a trust (the "Trust") maintained by an independent
trustee (the "Trustee"). Currently, these amounts are invested by the Trustee as
soon as practicable in shares of the Common Stock to be issued by the Company.

The proposed amendments provide that these shares will be issued
quarterly on the business day which is closest to each February 16, May 16,
August 16 and November 16, respectively (each a "Valuation Date"). Shares of
Common Stock will be issued by the Company to the Trustee at the Current Market
Price, which as such term is proposed to be amended in the Non-employee
Directors Plan, shall mean the average of the closing prices for shares of the
Company's Common Stock on The Nasdaq Stock Market on the five days immediately
preceding the Valuation Date upon which shares of the Company's Common Stock
were traded on The Nasdaq Stock Market.

Distribution of an Eligible Director's account will be made either in a
lump sum or in 10 annual installments, as designated by the Eligible Director,
within 10 days after the earlier of: (i) the date the Eligible Director attains
age 72, or (ii) the date of the Eligible Director's termination of service on
account of resignation, retirement, death or otherwise. The Non-employee
Directors Plan provides that the Common Stock held in the Trust will be voted by
the Trustee in the discretion of the Trustee. The Non-employee Directors Plan
also provides that any dividends or distributions paid on or with respect to the
Common Stock held in the Trust for an Eligible Director will be reinvested in
shares of Common Stock of the Company.

FEDERAL INCOME TAX CONSEQUENCES. The Non-employee Directors Plan is
intended to be treated as an unfunded Non-employee Directors plan under the
Internal Revenue Code. It is the intention of the Company that the Deferred
Amounts shall not be included in the gross income of an Eligible Director or his
or her beneficiaries until such time as the amounts or assets credited to such
Eligible Director's Non-employee Directors Account and Trust Account are
distributed to the Eligible Director or his or her beneficiary under the
Non-employee Directors Plan.

In order to comply with the requirements of new Section 409A of the
Internal Revenue Code, the Company proposes to amend the Non-employee Directors
Plan such that no distributions, elections, acceleration of benefits or other
actions may be taken that would cause the Non-employee's Directors Plan to fail
to meet the requirements of Section 409A, or be deemed to be operated not in
accordance with Section 409A.

TERM OF NON-EMPLOYEE DIRECTORS PLAN. The Non-employee Directors Plan
became effective as of March 17, 1995, and has no fixed expiration date.

ELIGIBILITY. Any person who is serving as a Director of the Company and
who is not an employee of the Company or any of its subsidiaries shall be
eligible to participate under the Non-employee Directors Plan (hereinafter
referred to individually as an "Eligible Director" and collectively as the
"Eligible Directors").

ELECTIONS. The Non-employee Directors Plan provides that an Eligible
Director may elect to defer some or all of the compensation payable to him or
her for services as a Director during a calendar year by delivering written
notice of such election at least six months prior to the beginning of such
calendar year specifying the amount or percentage of compensation which is to be
deferred (the "Deferred Amount"). Once an election is made, it is irrevocable
with respect to compensation earned for services rendered as a Director during
the calendar year to which the election relates. Directors may change their
elections to defer their compensation only with respect to compensation for
services rendered in subsequent calendar years, but only if such election is
made in compliance with the provisions of Section 409A of the Internal Revenue
Code.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING RESOLUTION
WHICH WILL BE PRESENTED AT THE ANNUAL MEETING.

RESOLVED: That the proposed amendments to the Littlefuse Deferred
Compensation Plan for Non-employee Directors be approved.

STOCKHOLDER PROPOSALS

Any stockholder proposal intended to be presented at the 2006 annual
meeting of the Company's stockholders must be received at the principal
executive offices of the Company by November 28, 2005, in order to be considered
for inclusion in the Company's proxy materials relating to that meeting. The
Company's bylaws require that in order to nominate persons to the Company's
Board of Directors or to present a proposal for action by stockholders at an
annual meeting of stockholders, a stockholder must provide advance written
notice to the secretary of the Company, which notice must be delivered to or
mailed and received at the Company's principal executive offices not later than
the close of business on the 60th day nor earlier than the close of business on
the 90th day prior to the first anniversary of the

preceding year's annual meeting of stockholders; provided that in the event that
the date of the annual meeting to which such stockholder's notice relates is
more than 30 days before or more than 60 days after such anniversary date, for
notice by the stockholder to be timely it must be so delivered not earlier than
the close of business on the 90th day prior to such annual meeting and not later
than the close of business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public announcement of the
date of such annual meeting is first made by the Company. In the event that the
number of Directors to be elected to the Board of Directors is increased and
there is no public announcement by the Company naming all of the nominees for
Director or specifying the size of the increased Board of Directors at least 70
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice will be considered timely, but only with respect to
nominees for any new positions created by such increase, if it is delivered to
or mailed and received at the Company's principal executive offices not later
than the close of business on the 10th day following the day on which such
public announcement is first made by the Company. The stockholder's notice must
contain detailed information specified in the Company's bylaws. As to any
proposal that a stockholder intends to present to stockholders without inclusion
in the Company's proxy statement for the Company's 2006 annual meeting of the
Company's stockholders, the proxies named in management's proxy for that meeting
will be entitled to exercise their discretionary authority on that proposal by
advising stockholders of such proposal and how they intend to exercise their
discretion to vote on such matter, unless the stockholder making the proposal
solicits proxies with respect to the proposal to the extent required by Rule
14a-4(c)(2) under the Exchange Act.

OTHER MATTERS

As of the date of this Proxy Statement, management knows of no matters
to be brought before the meeting other than the matters referred to in this
Proxy Statement.

By order of the Board of Directors,

/s/ MARY S. MUCHONEY
Mary S. Muchoney
Secretary
March 29, 2005

Exhibit A

1993 Stock Plan for Employees and Directors of Littelfuse, Inc., (the "1993
Stock Plan")

The text of the 1993 Stock Plan as amended if approved by the stockholders of
the Company is as set forth below:

1993 STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF
LITTELFUSE, INC.

1. Purpose. Littelfuse, Inc. (the "Corporation") desires to attract and
retain Employees and directors of outstanding talent. The 1993 Stock Plan for
Employees and Directors of Littelfuse, Inc. (the "Plan") affords eligible
Employees and directors the opportunity to acquire proprietary interests in the
Corporation and thereby encourages their highest levels of performance and
interest.

2. Scope and Duration.

a. Awards under the Plan may be granted in the following
forms:

(1) incentive stock options ("incentive stock
options"), as provided in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), and non-qualified stock
options ("non-qualified options"; the term "options" includes
incentive stock options and non-qualified options);

(2) shares of Common Stock of the Corporation (the
"Common Stock") which are restricted as provided in paragraph
10. ("restricted shares"); or

(3) rights to acquire shares of Common Stock which
are restricted as provided in paragraph 10. ("units" or
"restricted units").

Options may be accompanied by stock appreciation rights ("rights").

b. The maximum aggregate number of shares of Common Stock as
to which awards of options, restricted shares, units, or rights may be
made from time to time under the Plan is 4,400,000 shares. Shares
issued pursuant to this Plan may be in whole or in part, as the Board
of Directors of the Corporation (the "Board of Directors") shall from
time to time determine, authorized but unissued shares or issued shares
reacquired by the Corporation. The maximum aggregate number of shares
of Common Stock as to which awards of options, restricted shares,
units, or rights may be made to any one individual during any calendar
year shall be 100,000. If for any reason any shares as to which an
option has been granted cease to be subject to purchase thereunder or
any restricted shares or restricted units are forfeited to the
Corporation, or to the extent that any awards under the Plan
denominated in shares or units are paid or settled in cash or are
surrendered upon the exercise of an option, then (unless the Plan shall
have been terminated) such shares or units, and any shares surrendered
to the Corporation upon such exercise, shall become available for
subsequent awards under the Plan; provided, however, that shares
surrendered by the Corporation upon the exercise of an incentive stock
option and shares

subject to an incentive stock option surrendered upon the exercise of a
right shall not be available for subsequent award of additional stock
options under the Plan.

c. No incentive stock option shall be granted hereunder after
February 11, 2003.

3. Administration.

a. The Plan shall be administered by the Stock Option
Committee or any successor thereto of the Board of Directors of the
Corporation or by such other committee (the "Committee") as shall be
determined by the Board of Directors. The Committee shall consist of
not less than two members of the Board of Directors, each of whom shall
qualify as a "disinterested person" to administer the Plan as
contemplated by Rule 16b-3, as amended, or other applicable rules under
Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

b. The Committee shall have plenary authority in its sole
discretion, subject to and not inconsistent with the express provisions
of this Plan:

(1) to grant options, to determine the purchase price
of the Common Stock covered by each option, the term of each
option, the persons to whom, and the time or times at which,
options shall be granted and the number of shares to be
covered by each option;

(2) to designate options as incentive stock options
or non-qualified options and to determine which options shall
be accompanied by rights;

(3) to grant rights and to determine the purchase
price of the Common Stock covered by each right or related
option, the term of each right or related option, the
Employees and Eligible Directors (as such terms are defined
below) to whom, and the time or times at which, rights or
related options shall be granted and the number of shares to
be covered by each right or related option;

(4) to grant restricted shares and restricted units
and to determine the term of the Restricted Period (as defined
in paragraph 10.) and other conditions applicable to such
shares or units, the Employees to whom, and the time or times
at which, restricted shares or restricted units shall be
granted and the number of shares or units to be covered by
each grant;

(5) to interpret the Plan;

(6) to prescribe, amend and rescind rules and
regulations relating to the Plan;

(7) to determine the terms and provisions of the
option and rights agreements (which need not be identical) and
the restricted share and restricted unit agreements (which
need not be identical) entered into in connection with awards
under the Plan;

and to make all other determinations deemed necessary or advisable for
the administration of the Plan.

Without limiting the foregoing, the Committee shall have
plenary authority in its sole discretion, subject to, and not
inconsistent with, the express provisions of the Plan, to:

(1) select Participants (as defined below) for
participation in the Plan;

(2) determine the timing, price, and amount of any
grant or award under the Plan to any Participant; and

(3) either

(a) determine the form in which payment of
any right granted or awarded under the Plan will be
made (i.e., cash, securities, or any combination
thereof), or

(b) approve the election of the Participant
to receive cash in whole or in part in settlement of
any right granted or awarded under the Plan.

As used in the Plan, the following terms shall have the
following meanings: the term "Littelfuse Officer" shall mean an officer
(other than an assistant officer) of the Corporation or any of its
Subsidiaries and any other person who may be designated as any
executive officer by the Board of Directors of the Corporation; the
term "Participant" shall mean an Employee or Eligible Director; the
term "Employee" shall mean a full-time, non-union, salaried employee of
the Corporation or any of its Subsidiaries; the term "Eligible
Director" shall mean any individual who is a member of the Board of
Directors of the Corporation who is not then an Employee or a
beneficial owner, either directly or indirectly, of more than ten
percent (10%) of the Common Stock of the Corporation; and the term
"Subsidiaries" shall mean all corporations in which the Corporation
owns, directly or indirectly, more than fifty percent (50%) of the
total voting power of all classes of stock.

c. The Committee may delegate to one or more of its members
or to one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice
with respect to any responsibility the Committee or such person may
have under the Plan; provided, that the Committee may not delegate any
duties to a member of the Board of Directors who, if elected to serve
on the Committee, would not qualify as a "disinterested person" to
administer the Plan as contemplated by Rule 16b-3, as amended, or other
applicable rules under the Exchange Act. The Committee may employ
attorneys, consultants, accountants, or other persons, and the
Committee, the Corporation, its Subsidiaries, and their respective
officers and directors shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith
shall be final and binding upon all Participants, the Corporation, its
Subsidiaries, and all other interested persons. No member or agent of
the Committee shall be personally liable for any action, determination,
or interpretation made in good faith with respect to the Plan or awards

made hereunder, and all members and agents of the Committee shall be
fully protected by the Corporation in respect of any such action,
determination, or interpretation.

4. Eligibility; Factors to Be Considered in Making Awards.

a. Persons eligible to participate in this Plan shall
include all Employees of the Corporation and all Eligible Directors;
provided, however, that Eligible Directors shall only be eligible to
receive grants of options pursuant to subparagraph 4.e.

b. In determining the Employees to whom awards shall be
granted and the number of shares or units to be covered by each award,
the Committee shall take into account the nature of the Employee's
duties, his or her present and potential contributions to the success
of the Corporation or any of its Subsidiaries and such other factors as
it shall deem relevant in connection with accomplishing the purposes of
the Plan.

c. Awards may be granted singly, in combination, or in
tandem and may be made in combination or in tandem with or in
replacement of, or as alternatives to, awards or grants under any other
employee plan maintained by the Corporation or any of its Subsidiaries.
An award made in the form of a unit or a right may provide, in the
discretion of the Committee, for

(1) the crediting to the account of, or the current
payment to, each Employee who has such an award of an amount
equal to the cash dividends and stock dividends paid by the
Corporation upon one share of Common Stock for each restricted
unit or share of Common Stock subject to a right included in
such award ("Dividend Equivalents"), or

(2) the deemed reinvestment of such Dividend
Equivalents and stock dividends in shares of Common Stock,
which deemed reinvestment shall be deemed to be made in
accordance with the provisions of paragraph 10., and credited
to the Employee's account ("Additional Deemed Shares").

Such Additional Deemed Shares shall be subject to the same restrictions
(including but not limited to provisions regarding forfeitures)
applicable with respect to the unit or right with respect to which such
credit is made. Dividend Equivalents not deemed reinvested as stock
dividends shall not be subject to forfeiture, and may bear amounts
equivalent to interest or cash dividends as the Committee may
determine.

d. The Committee, in its sole discretion, may grant to an
Employee who has been granted an award under the Plan or any other
employee plan maintained by the Corporation or any of its Subsidiaries,
or any successor thereto, in exchange for the surrender and
cancellation of such award, a new award in the same or a different form
and containing such terms, including, without limitation, a price which
is different (either higher or lower) than any price provided in the
award so surrendered and cancelled, as the Committee may deem
appropriate.

e. Each Eligible Director shall be automatically granted a
non-qualified option to purchase 2,000 shares of Common Stock, which
option shall be granted on the effective date of the Plan (hereinafter
referred to as the "Initial Eligible Director Stock Options").

"Commencing in 1995, each Eligible Director shall be automatically
granted a non-qualified option to purchase 2,200 shares of Common
Stock, commencing in 1997, each Eligible Director shall be
automatically granted a non-qualified option to purchase 2,500 shares
of Common Stock, and commencing in 1998, each Eligible Director shall
be automatically granted a non-qualified option to purchase 5,000
shares of Common Stock, which option shall be granted on the date of
the first meeting of the Board of Directors of the Corporation
following each annual meeting of the stockholders of the Corporation
(hereinafter sometimes referred to as the "Annual Eligible Director
Stock Options" and sometimes, together with the Initial Eligible
Director Stock Options, as the "Eligible Director Stock Options")." The
number of Annual Eligible Director Stock Options to be granted as of
the date of any such meeting of the Board of Directors shall be
proportionately adjusted to reflect any stock splits, stock dividends,
recapitalizations or similar transactions causing an increase or
decrease in the number of issued and outstanding shares of Common Stock
which have occurred since the date of the most recent grant of Annual
Eligible Director Stock Options. Any Eligible Director may waive his or
her right to be granted Eligible Director Stock Options. In the event
that the granting of any Annual Eligible Director Stock Options would
cause the 4,400,000 share limitation contained in Section 2.b. hereof
to be exceeded (after taking into account any waivers by Eligible
Directors to accept some or all of the Annual Eligible Director Stock
Options to which he or she would otherwise be entitled), the total
number of Annual Eligible Director Stock Options then to be granted
shall be reduced to a number which would cause said 4,400,000 share
limitation not to be exceeded and the amount of non-qualified options
to be granted to each Eligible Director who has not waived his or her
right to receive Annual Eligible Director Stock Options shall be
proportionately reduced. The purchase price for the Common Stock
covered by each Eligible Director Stock Option shall be the fair market
value (as defined below) of the Common Stock on the date the Eligible
Director Stock Option is granted, payable at the time and in the manner
provided in Section 5.b. below. Each Eligible Director Stock Option
granted to an Eligible Director shall be exercisable as follows: with
respect to twenty-percent (20%) of the Common Stock covered thereby
during the ten (10) year period commencing one (1) year following the
date of grant; with respect to an additional twenty percent (20%) of
the Common Stock covered thereby during the ten (10) year period
commencing two (2) years following the date of grant; with respect to
an additional twenty percent (20%) of the Common Stock covered thereby
during the ten (10) year period commencing three (3) years following
the date of grant; with respect to an additional twenty percent (20%)
of the Common Stock covered thereby during the ten (10) year period
commencing four (4) years following the date of grant; and with respect
to the remaining twenty percent (20%) of the Common Stock covered
thereby during the ten (10) year period commencing five (5) years
following the date of grant. The foregoing formula can only be amended
to the extent permitted by Rule 16b-3, as amended, under the Exchange
Act.

5. Option Price.

a. The purchase price of the Common Stock covered by each
option awarded to an Employee shall be determined by the Committee;
provided, however, that in the case of incentive stock options, the
purchase price shall not be less than 100% of the fair market value of
the Common Stock on the date the option is granted. Fair market value
shall mean,

(1) if the Common Stock is duly listed on a national
securities exchange or on The Nasdaq Stock Market("Nasdaq")
("Duly Listed"), the closing price of the Common Stock for the
date on which the option is granted, or, if there are no sales
on such date, on the next preceding day on which there were
sales, or

(2) if the Common Stock is not Duly Listed, the fair
market value of the Common Stock for the date on which the
option is granted, as determined by the Committee in good
faith. Such price shall be subject to adjustment as provided
in paragraph 13.

The price so determined shall also be applicable in connection with the
exercise of any related right.

b. The purchase price of the shares as to which an option is
exercised shall be paid in full at the time of exercise; payment may be
made in cash, which may be paid by check or other instrument acceptable
to the Corporation, or, if permitted by the Committee, in shares of the
Common Stock, valued at the closing price of the Common Stock as
reported on either a national securities exchange or NASDAQ for the
date of exercise, or if there were no sales on such date, on the next
preceding day on which there were sales (or, if the Common Stock is not
Duly Listed, the fair market value of the Common Stock on the date of
exercise, as determined by the Committee in good faith), or, if
permitted by the Committee and subject to such terms and conditions as
it may determine, by surrender of outstanding awards under the Plan. In
addition, the Participant shall pay any amount necessary to satisfy
applicable federal, state, or local tax requirements promptly upon
notification of the amount due. The Committee may permit such amount to
be paid in shares of Common Stock previously owned by the Participant,
or a portion of the shares of Common Stock that otherwise would be
distributed to such Participant upon exercise of the option, or a
combination of cash and shares of such Common Stock.

6. Term of Options. The term of each incentive stock option granted
under the Plan shall be such period of time as the Committee shall determine,
but not more than ten years from the date of grant, subject to earlier
termination as provided in paragraphs 11. and 12. The term of each non-qualified
option granted under the Plan to Employees shall be such period of time as the
Committee shall determine, subject to earlier termination as provided in
paragraphs 11. and 12.

7. Exercise of Options.

a. Each option shall become exercisable, in whole or in
part, as the Committee shall determine; provided, however, that the
Committee may also, in its discretion, accelerate the exercisability of
any option in whole or in part at any time.

b. Subject to the provisions of the Plan and unless
otherwise provided in the option agreement, an option granted under the
Plan shall become exercisable in full at the earliest of the
Participant's death, Eligible Retirement (as defined below), Total
Disability, or a Change in Control (as defined in paragraph 12). For
purposes of this Plan, the term "Eligible Retirement" shall mean (1)
the date upon which an Employee, having attained an age of not less
than sixty-two, terminates his employment with the Corporation and its
Subsidiaries, provided that such Employee has been employed by the
Corporation or any

of its Subsidiaries or any corporation of which the Corporation or any
of its Subsidiaries is the successor for a period of not less than five
(5) years prior to such termination, or (2) the date upon which an
Eligible Director, having attained the age of not less than sixty-two,
terminates his service as a director of the Corporation.

c. An option may be exercised, at any time or from time to
time (subject, in the case of an incentive stock option, to such
restrictions as may be imposed by the Code), as to any or all full
shares as to which the option has become exercisable; provided,
however, that an option may not be exercised at any one time as to less
than 100 shares or less than the number of shares as to which the
option is then exercisable, if that number is less than 100 shares.

d. Subject to the provisions of paragraphs 11. and 12., in the
case of incentive stock options, no option may be exercised at any time
unless the holder thereof is then an Employee.

e. Upon the exercise of an option or portion thereof in
accordance with the Plan, the option agreement and such rules and
regulations as may be established by the Committee, the holder thereof
shall have the rights of a shareholder with respect to the shares
issued as a result of such exercise.

8. Award and Exercise of Rights.

a. A right may be awarded by the Committee in connection with
any option granted under the Plan, either at the time the option is
granted or thereafter at any time prior to the exercise, termination or
expiration of the option ("tandem right"), or separately ("freestanding
right"). Each tandem right shall be subject to the same terms and
conditions as the related option and shall be exercisable only to the
extent the option is exercisable. No right shall be exercisable for
cash by a Littelfuse Officer within six (6) months from the date the
right is awarded (and then, as to a tandem right, only to the extent
the related option is exercisable) or, if the exercise price of the
right is not fixed on the date of the award, within six (6) months from
the date when the exercise price is so fixed, and in any case only when
the Littelfuse Officer's election to receive cash in full or partial
satisfaction of the right, as well as the Littelfuse Officer's exercise
of the right for cash, is made during a Quarterly Window Period (as
defined below); provided, that a right may be exercised by a Littelfuse
Officer for cash outside a Quarterly Window Period if the date of
exercise is automatic or has been fixed in advance under the Plan and
is outside the Littelfuse Officer's control. The term "Quarterly Window
Period" shall mean the period beginning on the third business day
following the date of release of each of the Corporation's quarterly
and annual summary statements of sales and earnings and ending on the
twelfth business day following such release; and the date of any such
release shall be deemed to be the date it either:

(1) appears on a wire service,

(2) appears on a financial news service,

(3) appears in a newspaper of general
circulation, or

(4) is otherwise made publicly available, for
example, by press releases to a wire service, financial news
service, or newspapers or general circulation.

b. A right shall entitle the Employee upon exercise in
accordance with its terms (subject, in the case of a tandem right, to
the surrender unexercised of the related option or any portion or
portions thereof which the Employee from time to time determines to
surrender for this purpose) to receive, subject to the provisions of
the Plan and such rules and regulations as from time to time may be
established by the Committee, a payment having an aggregate value equal
to the product of

(1) the excess of

(a) the fair market value on the exercise
date of one share of Common Stock over

(b) the exercise price per share, in the
case of a tandem right, or the price per share
specified in the terms of the right, in the case of a
freestanding right, multiplied by

(2) the number of shares with respect to which the
right shall have been exercised.

The payment may be made only in cash, subject to subparagraph 8.a.
hereof.

c. The exercise price per share specified in a right shall
be as determined by the Committee, provided that, in the case of a
tandem right accompanying an incentive stock option, the exercise price
shall be not less than fair market value of the Common Stock subject to
such option on the date of grant.

d. If upon the exercise of a right the Employee is to
receive a portion of the payment in shares of Common Stock, the number
of shares shall be determined by dividing such portion by the fair
market value of a share on the exercise date. The number of shares
received may not exceed the number of shares covered by any option or
portion thereof surrendered. Cash will be paid in lieu of any
fractional share.

e. No payment will be required from an Employee upon
exercise of a right, except that any amount necessary to satisfy
applicable federal, state, or local tax requirements shall be withheld
or paid promptly by the Employee upon notification of the amount due
and prior to or concurrently with delivery of cash or a certificate
representing shares. The Committee may permit such amount to be paid in
shares of Common Stock previously owned by the Employee, or a portion
of the shares of Common Stock that otherwise would be distributed to
such Employee upon exercise of the right, or a combination of cash and
shares of such Common Stock.

f. The fair market value of a share shall mean the closing
price of the Common Stock as reported on either a national securities
exchange or NASDAQ for the date of exercise, or if there are no sales
on such date, on the next preceding day on which there were sales;
provided, however, that in the case of rights that relate to an
incentive stock option, the Committee may prescribe, by rules of
general application, such other

measure of fair market value as the Committee may in its discretion
determine but not in excess of the maximum amount that would be
permissible under Section 422 of the Code without disqualifying such
option under Section 422.

g. Upon exercise of a tandem right, the number of shares
subject to exercise under the related option shall automatically be
reduced by the number of shares represented by the option or portion
thereof surrendered.

h. A right related to an incentive stock option may only be
exercised if the fair market value of a share of Common Stock on the
exercise date exceeds the option price.

9. Non-Transferability of Options, Rights, and Units; Holding Periods
for Littelfuse Officers and Eligible Directors.

a. Options, rights, and units granted under the Plan shall not
be transferable by the grantee thereof otherwise than by will or the
laws of descent and distribution; provided, however, that

(1) the designation of a beneficiary by a Participant
shall not constitute a transfer, and

(2) options and rights may be exercised during the
lifetime of the Participant only by the Participant or, unless
such exercise would disqualify an option as an incentive stock
option, by the Participant's guardian or legal representative.

b. Notwithstanding anything contained in the Plan to the
contrary,

(1) any shares of Common Stock awarded hereunder to a
Littelfuse Officer may not be transferred or disposed of for
at least six (6) months from the date of award thereof,

(2) any option, right, or unit awarded hereunder to a
Littelfuse Officer or Eligible Director, or the shares of
Common Stock into which any such option, right or unit is
exercised or converted, may not be transferred or disposed of
for at least six (6) months following the date of acquisition
by the Littelfuse Officer or Eligible Director of such option,
right, or unit, and

(3) the Committee shall take no action whose effect
would cause a Littelfuse Officer or Eligible Director to be in
violation of clause (1) or (2) above.

c. Notwithstanding the foregoing and anything else contained
in the Plan to the contrary, up to 25% of the number of non-qualified
options (said percentage to be calculated using as the nominator the
sum of the amount of outstanding and unexercised non-qualified options
proposed to be transferred plus the number of non-qualified options
previously transferred by said Participant within the previous four
years and using as the denominator the aggregate number of
non-qualified options granted to said Participant within the previous
four years) may be transferred (but only on a gift basis) by a
Participant to an immediate family member of the Participant or a trust
which has as

beneficiaries at the time of transfer only the Participant and/or
immediate family members of the Participant. As used herein, the term
"immediate family members" shall mean the spouse of the Participant,
children of the Participant and their spouses, grandchildren of the
Participant and their spouses and great-grandchildren of the
Participant and their spouses (hereinafter referred to as a "Permitted
Transferee"). All transferred non-qualified options shall remain
subject to all of the provisions of the Plan and any agreement between
the Participant and the Corporation pertaining thereto, including,
without limitation, all vesting, termination and forfeiture provisions,
and the rights and obligations of a transferee with respect to a
non-qualified option transferred thereto shall be determined pursuant
to the provisions of the Plan and any such agreement as if the
Participant remained the holder thereof. In no event shall any
transferee of a transferred non-qualified option be entitled to
transfer such non-qualified option except pursuant to the laws of
descent and distribution. Any transfer of non-qualified options made
pursuant to this subsection (c) must be made pursuant to legal
documentation provided by the Corporation, which legal documentation
may contain such terms and conditions as the Corporation, in its
discretion, deems appropriate, and shall be subject to verification by
the Corporation or its legal counsel that the proposed transferee is a
Permitted Transferee. Notwithstanding the foregoing, the Committee, in
its absolute discretion, may restrict or deny the transfer of
non-qualified options with respect to one or more Participants. The
provisions of this subsection (c) shall be deemed to override and
control over any provisions in any Non-Qualified Stock Option Agreement
between the Corporation and a Participant which is dated before January
1, 1998, to the extent such provisions would not allow a transfer of
non-qualified options pursuant to the provisions of this subsection
(c).

10. Award and Delivery of Restricted Shares or Restricted Units.

a. At the time an award of restricted shares or restricted
units is made, the Committee shall establish a period of time (the
"Restricted Period") applicable to such award. Each award of restricted
shares or restricted units may have a different Restricted Period. The
Committee may, in its sole discretion, at the time an award is made,
prescribe conditions for the incremental lapse of restrictions during
the Restricted Period and for the lapse or termination of restrictions
upon the satisfaction of other conditions in addition to or other than
the expiration of the Restricted Period with respect to all or any
portion of the restricted shares or restricted units. Subject to
paragraph 9., the Committee may also, in its sole discretion shorten,
or terminate the Restricted Period, or waive any conditions for the
lapse or termination of restrictions with respect to all or any portion
of the restricted shares or restricted units. Notwithstanding the
foregoing but subject to paragraph 9., all restrictions shall lapse or
terminate with respect to all restricted shares or restricted units
upon the earliest to occur of an Employee's Eligible Retirement, a
Change in Control, death, or Total Disability.

b. (1) Unless such shares are issued as uncertificated
shares pursuant to subparagraph 10.b.(2)(a) below, a stock certificate
representing the number of restricted shares granted to an Employee
shall be registered in the Employee's name but shall be held in custody
by the Corporation or an agent therefor for the Employee's account. The
Employee shall generally have the rights and privileges of a
shareholder as to such restricted shares, including the right to vote
such restricted shares, except that, subject to the provisions of
paragraphs 11. and 12., the following restrictions shall apply:

(a) the Employee shall not be entitled to delivery of
the certificate until the expiration or termination of the
Restricted Period and the satisfaction of any other conditions
prescribed by the Committee;

(b) none of the restricted shares may be sold,
transferred, assigned, pledged, or otherwise encumbered or
disposed of during the Restricted Period and until the
satisfaction of any other conditions prescribed by the
Committee; and

(c) all of the restricted shares shall be forfeited
and all rights of the Employee to such restricted shares shall
terminate without further obligation on the part of the
Corporation unless the Employee has remained an Employee until
the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the
Committee applicable to such restricted shares. At the
discretion of the Committee,

(i) cash and stock dividends with respect
to the restricted shares may be either currently paid
or withheld by the Corporation for the Employee's
account, and interest may be paid on the amount of
cash dividends withheld at a rate and subject to such
terms as determined by the Committee, or

(ii) the Committee may require that all cash
dividends be applied to the purchase of additional
shares of Common Stock, and such purchased shares,
together with any stock dividends related to such
restricted shares (such purchased shares and stock
dividends are hereafter referred to as "Additional
Restricted Shares") shall be treated as Additional
Shares, subject to forfeiture on the same terms and
conditions as the original grant of the restricted
shares to the Employee.

(2) The purchase of any such Additional Restricted Shares
shall be made either

(a) through a dividend reinvestment plan that may be
established by the Corporation which satisfies the
requirements of Rule 16b-2 under the Exchange Act, in which
event the price of such shares so purchased through the
reinvestment of dividends shall be as determined in accordance
with the provisions of that plan and no stock certificate
representing such Additional Restricted Shares shall be in the
Employee's name, or

(b) in accordance with such alternative procedure as
is determined by the Committee in which event the price of
such purchased shares shall be

(i) if the Common Stock is Duly Listed, the
closing price of the Common Stock as reported on
either a national securities exchange or NASDAQ for
the date on which such purchase is made, or if there
were no sales on such date, the next preceding day on
which there were sales, or

(ii) if the Common Stock is not Duly Listed,
the fair market value of the Common Stock for the
date on which such purchase is made, as determined by
the Committee in good faith. In the event that the

Committee shall not require reinvestment, cash, or
stock dividends so withheld by the Committee shall
not be subject to forfeiture. Upon the forfeiture of
any restricted shares (including any Additional
Restricted Shares), such forfeited shares shall be
transferred to the Corporation without further action
by the Employee. The Employee shall have the same
rights and privileges, and be subject to the same
restrictions, with respect to any shares received
pursuant to paragraph 13.

c. Upon the expiration or termination of the Restricted
Period and the satisfaction of any other conditions prescribed by the
Committee or at such earlier time as provided for in paragraphs 11. and
12., the restrictions applicable to the restricted shares (including
Additional Restricted Shares) shall lapse and a stock certificate for
the number of restricted shares (including any Additional Restricted
Shares) with respect to which the restrictions have lapsed shall be
delivered, free of all such restrictions, except any that may be
imposed by law, to the Employee or the Employee's beneficiary or
estate, as the case may be. The Corporation shall not be required to
deliver any fractional share of Common Stock but will pay, in lieu
thereof, the fair market value (determined as of the date the
restrictions lapse) of such fractional share to the Employee or the
Employee's beneficiary or estate, as the case may be. No payment will
be required from the Employee upon the issuance or delivery of any
restricted shares, except that any amount necessary to satisfy
applicable federal, state, or local tax requirements shall be withheld
or paid promptly upon notification of the amount due and prior to or
concurrently with the issuance or delivery of a certificate
representing such shares. The Committee may permit such amount to be
paid in shares of Common Stock previously owned by the Employee, or a
portion of the shares of Common Stock that otherwise would be
distributed to such Employee upon the lapse of the restrictions
applicable to the restricted shares, or a combination of cash and
shares of such Common Stock.

d. In the case of an award of restricted units, no shares of
Common Stock shall be issued at the time the award is made, and the
Corporation shall not be required to set aside a fund for the payment
of any such award.

e. (1) Upon the expiration or termination of the Restricted
Period and the satisfaction of any other conditions prescribed by the
Committee or at such earlier time as provided in paragraphs 11. and
12., the Corporation shall deliver to the Employee or the Employee's
beneficiary or estate, as the case may be, one share of Common Stock
for each restricted unit with respect to which the restrictions have
lapsed ("vested unit").

(2) In addition, if the Committee has not required the deemed
reinvestment of such Dividend Equivalents pursuant to paragraph 4., at
such time the Corporation shall deliver to the Employee cash equal to
any Dividend Equivalents or stock dividends credited with respect to
each such vested unit and, to the extent determined by the Committee,
the interest thereupon. However, if the Committee has required such
deemed reinvestment in connection with such restricted unit, in
addition to the stock represented by such vested unit, the Corporation
shall deliver the number of Additional Deemed Shares credited to the
Employee with respect to such vested unit.

(3) Notwithstanding the foregoing, the Committee may, in its
sole discretion, elect to pay cash or part cash and part Common Stock
in lieu of delivering only Common

Stock for the vested units and related Additional Deemed Shares. If a
cash payment is made in lieu of delivering Common Stock, the amount of
such cash payment shall be equal to

(a) if the Common Stock is Duly Listed, the closing
price of the Common Stock as reported on either a national
securities exchange or NASDAQ for the date on which the
Restricted Period lapsed with respect to such vested unit and
related Additional Deemed Shares (the "Lapse Date") or, if
there are no sales on such date, on the next preceding day on
which there were sales, or

(b) if the Common Stock is not Duly Listed, the fair
market value of the Common Stock for the Lapse Date, as
determined by the Committee in good faith.

f. No payment will be required from the Employee upon the
award of any restricted units, the crediting or payment of any Dividend
Equivalents or Additional Deemed Shares, or the delivery of Common
Stock or the payment of cash in respect of vested units, except that
any amount necessary to satisfy applicable federal, state, or local tax
requirements shall be withheld or paid promptly upon notification of
the amount due. The Committee may permit such amount to be paid in
shares of Common Stock previously owned by the Employee, or a portion
of the shares of Common Stock that otherwise would be distributed to
such Employee in respect of vested units and Additional Deemed Shares,
or a combination of cash and shares of such Common Stock.

g. In addition, the Committee shall have the right, in its
absolute discretion, upon the vesting of any restricted shares
(including Additional Restricted Shares) and restricted units
(including Additional Deemed Shares) to award cash compensation to the
Employee for the purpose of aiding the Employee in the payment of any
and all federal, state, and local income taxes payable as a result of
such vesting, if the performance of the Corporation during the
Restricted Period meets such criteria as then or theretofore determined
by the Committee.

11. Termination of Employment or Service. In the event that the
employment of an Employee or the service as a director of an Eligible Director
to whom an option or right has been granted under the Plan shall be terminated
for any reason other than as set forth in paragraph 12., such option or right
may, subject to the provisions of the Plan, be exercised (but only to the extent
that the Employee or an Eligible Director was entitled to do so at the
termination of his employment or service as a director, as the case may be) at
any time within three (3) months after such termination, but in no case later
than the date on which the option or right terminates.

Unless otherwise determined by the Committee, if an Employee to whom
restricted shares or restricted units have been granted ceases to be an
Employee, for any reason other than as set forth in paragraph 12., prior to the
end of the Restricted Period and the satisfaction of any other conditions
prescribed by the Committee, the Employee shall immediately forfeit all
restricted shares and restricted units, including all Additional Restricted
Shares or Additional Deemed Shares related thereto.

Any option, right, restricted share or restricted unit agreement, or
any rules and regulations relating to the Plan, may contain such provisions as
the Committee shall approve with reference to the determination of the date
employment terminates and the effect of leaves of absence. Any

such rules and regulations with reference to any option agreement shall be
consistent with the provisions of the Code and any applicable rules and
regulations thereunder. Nothing in the Plan or in any award granted pursuant to
the Plan shall confer upon any Participant any right to continue in the employ
or service of the Corporation or any of its Subsidiaries or interfere in any way
with the right of the Corporation or its Subsidiaries to terminate such
employment or service at any time.

11A. Non-competition Forfeiture Provisions. Notwithstanding anything
else to the contrary contained in the Plan, in the event that an Employee shall
accept employment with, or become employed by, a Competitor (as such term is
hereinafter defined) as an officer, employee, consultant, agent, representative
or otherwise: (i) all unexercised Section 11A Options (as such term is
hereinafter defined) then held by such Employee shall be deemed to be cancelled
and forfeited and such Employee shall not have any further rights whatsoever
with respect thereto; and (ii) the Employee shall immediately pay to the
Corporation an amount equal to the product of (x) the aggregate number of shares
of Common Stock respecting which such Employee exercised Section 11A Options at
any time during the 180 days preceding the earlier of the date such Employee
accepted or commenced employment with a Competitor and (y) the aggregate
differences between the exercise prices of any such Section 11A Options and the
respective fair market values (as such term is defined in Section 5(a) hereof)
of the Common Stock on the respective dates of exercise of such Section 11A
Options (the "Forfeited Options Gain"). As used herein, the term "Section 11A
Options" shall mean options which are granted or awarded hereunder on or after
April 28, 2000. As used herein, the term "Competitor" shall mean any person or
entity, or any affiliate thereof, which manufactures, distributes or sells
circuit protection products in competition with the Corporation or any of its
Subsidiaries. The Corporation may require an Employee, as a condition to his or
her exercise of a Section 11A Option, to acknowledge in writing at the time of
any such exercise that he or she has not accepted employment with, or is not
employed by, a Competitor. In the event that an Employee shall fail to
immediately pay to the Corporation the Forfeited Options Gain, the Employee
shall be liable to the Corporation for all costs, expenses and attorneys' fees
incurred by the Corporation in connection with collecting the Forfeited Options
Gain from the Employee, plus interest at a per annum rate equal to the lower of
12% or the highest rate permitted by applicable law.

12. Eligible Retirement, Death, or Total Disability of Employee or
Eligible Director, Change in Control. If any Employee or Eligible Director to
whom an option, right, restricted share, or restricted unit has been granted
under the Plan shall die or suffer a Total Disability while employed by the
Corporation or in the service of the Corporation as a director, if any Employee
terminates his employment or any Eligible Director terminates his service as a
director pursuant to an Eligible Retirement, or if a Change in Control should
occur, such option or right may be exercised as set forth herein, or such
restricted shares or restricted unit shall be deemed to be vested, whether or
not the Participant was otherwise entitled at such time to exercise such option
or right, or be treated as vested in such share or unit. Subject to the
restrictions otherwise set forth in the Plan, such option or right shall be
exercisable by the Participant, a legatee or legatees of the Participant under
the Participant's last will, or by the Participant's personal representatives or
distributees, whichever is applicable, at the earlier of

a. the date on which the option or right terminates in
accordance with the term of grant, or

b. any time prior to the expiration of three (3) months after
the date of such Participant's Eligible Retirement, his termination due
to total disability, or the occurrence of a Change in Control, or, if
applicable, within one year of such Participant's death.

For purposes of this paragraph 12., "Total Disability" is defined as the
permanent inability of a Participant, as a result of accident or sickness, to
perform any and every duty pertaining to such Participant's occupation or
employment for which the Participant is suited by reason of the Participant's
previous training, education, and experience.

A "Change in Control" shall be deemed to have occurred upon

a. a business combination, including a merger or
consolidation, of the Corporation and the shareholders of the
Corporation prior to the combination do not continue to own, directly
or indirectly, more than fifty-one percent (51%) of the equity of the
combined entity;

b. a sale, transfer, or other disposition in one or more
transactions (other than in transactions in the ordinary course of
business or in the nature of a financing) of the assets or earning
power aggregating more than forty-five percent (45%) of the assets or
operating revenues of the Corporation to any person or affiliated or
associated group of persons (as defined by Rule 12b-2 of the Exchange
Act in effect as of the date hereof);

c. the liquidation of the Corporation;

d. one or more transactions which result in the acquisition by
any person or associated group of persons (other than the Corporation,
any employee benefit plan whose beneficiaries are Employees of the
Corporation or any of its Subsidiaries, or TCW Special Credits or any
of its affiliates) of the beneficial ownership (as defined in Rule
13d-3 of the Exchange Act, in effect as of the date hereof) of forty
percent (40%) or more of the Common Stock of the Corporation,
securities representing forty percent (40%) or more of the combined
voting power of the voting securities of the Corporation which
affiliated persons owned less than forty percent (40%) prior to such
transaction or transactions; or

e. the election or appointment, within a twelve (12) month
period, of any person or affiliated or associated group, or its or
their nominees, to the Board of Directors of the Corporation, such that
such persons or nominees, when elected or appointed, constitute a
majority of the Board of Directors of the Corporation and whose
appointment or election was not approved by a majority of those persons
who were directors at the beginning of such period or whose election or
appointment was made at the request of an Acquiring Person.

An "Acquiring Person" is any person who, or which, together with all
affiliates or associates of such person, is the beneficial owner of twenty
percent (20%) or more of the Common Stock of the Corporation then outstanding,
except that an Acquiring Person does not include the Corporation or any employee
benefit plan of the Corporation or any of its Subsidiaries or any person holding
Common Stock of the Corporation for or pursuant to such plan. For the purpose of
determining who is an Acquiring Person, the percentage of the outstanding shares
of the Common Stock of which a person is a beneficial owner shall be calculated
in accordance with Rule 13d-e of the Exchange Act.

13. Adjustments Upon Changes in Capitalization, etc. Notwithstanding
any other provision of the Plan, the Committee may at any time make or provide
for such adjustments to the Plan, to the number and class of shares available
thereunder or to any outstanding options, restricted shares, or restricted units
as it shall deem appropriate to prevent dilution or enlargement of rights,
including adjustments in the event of distributions to holders of Common Stock
other than a normal cash dividend, changes in the outstanding Common Stock by
reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, combinations, or exchanges of shares, separations,
reorganizations, liquidations, and the like. In the event of any offer to
holders of Common Stock generally relating to the acquisition of their shares,
the Committee may make such adjustment as it deems equitable in respect of
outstanding options, rights, and restricted units including in the Committee's
discretion revision of outstanding options, rights, and restricted units so that
they may be exercisable for or payable in the consideration payable in the
acquisition transaction. Any such determination by the Committee shall be
conclusive. No adjustment shall be made in the minimum number of shares with
respect to which an option may be exercised at any time. Any fractional shares
resulting from such adjustments to options, rights, limited rights, or
restricted units shall be eliminated.

14. Effective Date. The Plan as theretofore amended shall become
effective as of February 12, 1993, provided that the Plan shall be approved by
the Corporation's stockholders on or before February 11, 1994. The Committee
may, in its discretion, grant awards under the Plan, the grant, exercise, or
payment of which shall be expressly subject to the conditions that, to the
extent required at the time of grant, exercise, or payment,

a. the shares of Common Stock covered by such awards shall be
Duly Listed, upon official notice of issuance, and

b. if the Corporation deems it necessary or desirable, a
Registration Statement under the Securities Act of 1933 with respect to
such shares shall be effective.

15. Termination and Amendment. The Board of Directors of the
Corporation may suspend, terminate, modify, or amend the Plan, provided that if
any such amendment requires shareholder approval to meet the requirement of the
then applicable rules under Section 16(b) of the Exchange Act, such amendment
shall be subject to the approval of the Corporation's stockholders. If the Plan
is terminated, the terms of the Plan shall, notwithstanding such termination,
continue to apply to awards granted prior to such termination. In addition, no
suspension, termination, modification, or amendment of the Plan may, without the
consent of the Employee or Eligible Director to whom an award shall theretofore
have been granted, adversely affect the rights of such Employee or Eligible
Director under such award.

16. Written Agreements. Each award of options, rights, restricted
shares, or restricted units shall be evidenced by a written agreement, executed
by the Participant and the Corporation, which shall contain such restrictions,
terms and conditions as the Committee may require.

17. Effect on Other Stock Plans. The adoption of the Plan shall have no
effect on awards made, or to be made, pursuant to other stock plans covering
Employees or Eligible Directors of the Corporation or any successors thereto.

18. Governing Law. The Plan and the rights and obligations of the
Corporation and the Employees hereunder, and any options, rights, restricted
shares or restricted units awarded or granted pursuant to the Plan, shall be
governed by and construed in accordance with the laws of the State of Delaware,
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan or any options, rights,
restricted shares or restricted units awarded or granted pursuant to the Plan to
the statutory or common law of another jurisdiction.

Exhibit B

Littelfuse Deferred Compensation Plan for Non-Employee Directors (the
"Non-employee Directors Plan")

The text of the Non-employee Directors Plan as amended if approved by the
Stockholders of the company is as set forth below:

LITTELFUSE DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS

ARTICLE I

PURPOSE OF THE PLAN

The purpose of the Littelfuse Deferred Compensation Plan for
Non-employee Directors (the "Plan") is to promote the ownership by non-employee
directors of Littelfuse, Inc., a Delaware corporation (the "Company"), of shares
of common stock, $.01 par value, of the Company (the "Company Common Stock"), by
allowing them to elect to receive shares of the Company Common Stock in lieu of
their receiving some or all of the cash compensation which they would otherwise
be entitled to receive as payment for their services as directors of the
Company. The Company believes that ownership of the Company Common Stock by its
non-employee directors aligns the interests of such non-employee directors more
closely with the interests of the stockholders of the Company and that the Plan
will also assist the Company in attracting and retaining highly qualified
persons to serve as non-employee directors of the Company.

ARTICLE II

ELECTIONS BY ELIGIBLE DIRECTORS

ARTICLE II

ELECTIONS BY ELIGIBLE DIRECTORS

Section 2.1. Eligibility. Any person who is serving as a director of
the Company and who is not an employee of the Company or any of its subsidiaries
shall be eligible to participate under the Plan (hereinafter referred to
individually as an "Eligible Director" and collectively as the "Eligible
Directors").

Section 2.2. Compensation. As used herein, the term "Compensation"
shall mean any and all fees and retainers payable in cash to an Eligible
Director by the Company for his or her services as a director, including,
without limitation, his or her annual retainer and meeting fees. A Director
shall be deemed to have earned one-fourth of his or her annual retainer fee on
the date of each of the four regularly scheduled Board of Directors meetings,
whether or not he or she attends such meeting.

Section 2.3. Compensation Deferral for 1995. Not later than June 30,
1995, an Eligible Director may, by filing a written election with the Secretary
of the Company, direct the Company (a) to defer some or all of his or her
Compensation for 1995 which has not theretofore been earned by such Eligible
Director in such amount or percentage as specified by such Eligible Director and
(b) to credit the amount of such deferral to an account maintained on the books
of the Company for such Eligible Director (the "Deferred Compensation Account"),
such credit to be made as of the date that such Compensation is deemed to have
been earned by such Eligible Director.

Section 2.4. Compensation Deferral for 1996. Not later than June 30,
1995, an Eligible Director may, by filing a written election with the Secretary
of the Company, direct the Company (a) to defer some or all of his or her
Compensation for 1996 in such amount or percentage as specified by such Eligible
Director and (b) to credit the amount of such deferral to such Eligible
Director's Deferred Compensation Account, such credit to be made as of the date
that such Compensation is deemed to have been earned by such Eligible Director.

Section 2.5. Compensation Deferral for 1997 and Later Years. An
Eligible Director may, by filing a written election with the Secretary of the
Company from time to time, direct the Company (a) to defer some or all of his or
her Compensation which is payable to him or her on or after January 1, 1997, in
such amount or percentage as specified by such Eligible Director and (b) to
credit the amount of such deferral to such Eligible Director's Deferred
Compensation Account, such credit to be made as of the date that such
Compensation is deemed to have been earned by such Eligible Director; provided,
however, that no such elections shall be permitted or made after December 31,
2004, which will cause the Plan to fail to meet, or be deemed to be operated not
in accordance with, the requirements of Section 409A(a)(4)of the Internal
Revenue Code of 1986, as amended (the "Code").

Section 2.6. Interest. The Company shall credit the Deferred
Compensation Account for each Eligible Director with interest at the rate of
eight percent (8%) per annum on the balance of the Deferred Compensation Account
from time to time, such credit to be made on a monthly basis.

Section 2.7. Elections. Once an election by an Eligible Director to
defer some or all of his or her Compensation becomes effective pursuant to this
Article, such election shall remain in effect until written notice terminating
or amending said election is delivered by said Eligible Director to the
Secretary of the Company; provided, however, that no such elections shall be
permitted or made after December 31, 2004, which will cause the Plan to fail to
meet, or be deemed to be operated not in accordance with, the requirements of
Section 409A(a)(4)of the Internal Revenue Code of 1986, as amended (the "Code").

Section 2.8. Maximum Number of Shares. The maximum number of shares of
Company Common Stock which may be issued pursuant to the Plan shall be 160,000
shares.

ARTICLE III

ESTABLISHMENT OF AND CONTRIBUTIONS TO TRUST

Section 3.1. Establishment of Trust. The Company shall establish a
trust (the "Trust") with an independent third party trustee approved by the
Board of Directors of the Company (the

"Trustee") pursuant to a trust agreement approved by the Board of Directors of
the Company (the "Trust Agreement") for the purpose of holding shares of the
Company Common Stock for the benefit of the Eligible Directors.

Section 3.2. Establishment of Trust Accounts. The Trustee shall
establish a separate account under the Trust (a "Trust Account" and,
collectively with all other Trust Accounts, the "Trust Fund") for any Eligible
Director who elects to defer Compensation pursuant to the Plan.

Section 3.3. Contribution of Shares to Trust Accounts. Commencing on
May 16, 2005, and continuing on each business day which is closest to each
subsequent August 15, November 15, February 15 and May 15 during the term of the
Plan, the Company shall issue in the name of the Trustee and deliver to the
Trustee stock certificates representing that number of shares of Company Common
Stock which is equal to the balance of the Eligible Director's Deferred
Compensation Account on the Valuation Date divided by the Current Market Price;
provided, however, that no fractional shares shall be issued. The Company shall
reduce such Eligible Director's Deferred Compensation Account by the amount
thereof which was used to purchase said shares of Company Common Stock and the
Trustee shall credit the Trust Account of such Eligible Director with such
number of shares of Company Common Stock. As used herein, the term "Valuation
Date" with respect to each such issuance of shares shall mean the date the
Company issues said shares and the term "Current Market Price" with respect to
each such issuance of shares shall mean the average of the closing prices for
shares of the Company Common Stock on The Nasdaq Stock Market on the five days
immediately preceding the Valuation Date upon which shares of the Company Common
Stock were traded on The Nasdaq Stock Market.

Section 3.4. Dividends and Distributions. All dividends payable in cash
with respect to any shares of Company Common Stock held in the Trust for the
benefit of an Eligible Director which are received by the Trustee shall be
reinvested by the Trustee in shares of Company Common Stock, either pursuant to
purchases from the Company or from third parties, credited to the Trust Account
of such Eligible Director and held by the Trustee for the benefit of such
Eligible Director and distributed to such Eligible Director pursuant to Article
IV hereof. All non-cash dividends or other distributions with respect to any
shares of Company Common Stock held in the Trust for the benefit of an Eligible
Director which are received by the Trustee, or any shares of stock or other
securities of another entity into which such shares of Company Common Stock
shall be converted or exchanged pursuant to a merger, consolidation, exchange
offer or other transaction which are received by the Trustee, shall be credited
to such Eligible Director's Trust Account and held by the Trustee for the
benefit of such Eligible Director and distributed to such Eligible Director
pursuant to Article IV hereof.

Section 3.5. Voting of Shares. All shares of Company Common Stock or
other voting securities credited to an Eligible Director's Trust Account shall
be voted by and in the discretion of the Trustee.

Section 3.6. Trustee's Fees. All fees and expenses of the Trustee under
the Trust Agreement shall be paid by the Company.

Section 3.7. Vesting. Except as otherwise provided in Article V hereof,
the interests of the Eligible Directors in their respective Deferred
Compensation Accounts and Trust Accounts shall at all times be fully vested and
non-forfeitable.

ARTICLE IV

DISTRIBUTION OF ACCOUNTS

Section 4.1. Time of Distributions. Distributions of any amounts or
assets credited to an Eligible Director's Deferred Compensation Account and
Trust Account shall commence or be made in the manner described in Section 4.2
hereof within ten (10) days after the date of the Eligible Director' termination
of service as a director of the Company on account of resignation, removal,
replacement, retirement, death or otherwise; provided, however, that such
Eligible Director must abstain from voting on or with respect to, and may not
otherwise participate in, any such determination and, provided further, that no
distribution shall be permitted or made if such distribution would cause the
Plan to fail to meet, or be deemed to be operated not in accordance with, the
requirements of Section 409(A)(a)(2) of the Code.

Section 4.2. Method of Distribution. At the time of an Eligible
Director's initial election described in Article II, the Eligible Director
making such election shall specify in a written notice delivered to the
Secretary of the Company whether the amounts and assets credited to his or her
Deferred Compensation Account and Trust Account shall be distributed to him or
her (or his or her beneficiary) in a single lump sum distribution at the time
described in Section 4.1, or in not more than ten equal annual installments
commencing at such time. If an Eligible Director shall fail to make such an
election, he or she shall be deemed to have elected a lump sum distribution. The
Eligible Director may change such distribution election from time to time by
delivering written notice to the Secretary of the Company. Notwithstanding the
foregoing, the only elections permitted under this Section 4.2 are those
elections which will not cause the Plan to fail to meet, or be deemed not to be
operated in accordance with, the requirements of Section 409(A)(a)(4) of the
Code. Any amounts or assets credited to an Eligible Director's Deferred
Compensation Account and Trust Account shall be distributed or commence to be
distributed to such Eligible Director or his or her beneficiary at the time
described in Section 4.1 in the manner so specified. If the Company is not
Insolvent (as hereinafter defined) at the time of any distribution, the
distributions shall be made from the Eligible Director's Deferred Compensation
Account and Trust Account (as applicable) and charged to the Eligible Director's
Deferred Compensation Account and Trust Account (as applicable).

Section 4.3. Designation of Beneficiary. Each Eligible Director
participating in the Plan shall designate a beneficiary or beneficiaries to whom
distributions shall be made pursuant to Section 4.2 in the event of the death of
the Director before his or her entire Deferred Compensation Account and Trust
Account is distributed. If there is no designated beneficiary, or no designated
beneficiary surviving at an Eligible Director's death, the Eligible Director's
beneficiary shall be his or her estate. Beneficiary designations shall be made
in writing. An Eligible Director may designate a new beneficiary or
beneficiaries at any time by filing a new election with the Secretary of the
Company.

Section 4.4. Taxes. In the event any taxes are required by law to be
withheld or paid from any distributions made pursuant to the Plan, the Company
or Trustee (as applicable) shall deduct the amount of such taxes from such
distributions and shall transmit the withheld amounts to the appropriate taxing
authority or obtain payment from the appropriate Eligible Director of the amount
of any such taxes prior to any such distributions.

ARTICLE V

CREDITORS AND INSOLVENCY

Section 5.1. Claims of the Company's Creditors. All balances in the
Deferred Compensation Accounts and assets held in the Trust Accounts pursuant to
the Plan, and any issuances of shares of Company Common Stock to be made by the
Company and any distribution to be made by the Trustee pursuant to the Plan and
Trust Agreement, shall be subject to the claims of the general creditors of the
Company, including judgment creditors and bankruptcy creditors. The rights of an
Eligible Director or his or her beneficiaries to any assets of the Company or
the Trust Fund shall be no greater than the rights of an unsecured creditor of
the Company.

Section 5.2. Notification of Insolvency. In the event the Company
becomes Insolvent, the Board of Directors of the Company or the President of the
Company shall promptly notify the Trustee of that fact. In the event the Company
becomes Insolvent, the Company shall not issue any further shares of Company
Common Stock under the Plan. The Trustee shall not make any further
distributions from the Trust Fund to any Eligible Director or any beneficiary
under the Plan after such notification that the Company is Insolvent is received
or at any time after the Trustee has knowledge that the Company is Insolvent.
Under any such circumstance, the Trustee shall deliver any property held in the
Trust Fund only as a court of competent jurisdiction may direct to satisfy the
claims of the Company's creditors or otherwise. For purposes of this Plan, the
Company shall be deemed to be "Insolvent" if the Company is subject to a pending
voluntary or involuntary proceeding as a debtor under the United States
Bankruptcy Code, as amended, or is unable to pay its debts as they become due.

ARTICLE VI

MISCELLANEOUS

Section 6.1. Funding. Neither any Eligible Director, nor his or her
beneficiaries, nor his or her heirs, successors or assigns, shall have any
secured interest in or claim on any property or assets of the Company or the
Trust under or pursuant to the Plan or otherwise. The Company's obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to credit certain amounts to the Deferred Compensation Accounts and to
issue and deliver shares of the Company Common Stock to the Trustee for the
benefit of the Eligible Directors. The Company shall fund the Trust in
accordance with the terms of the Plan, but all assets contained therein shall be
and remain subject to the claims of the Company's general creditors as provided
in Article V hereof.

Section 6.2. Term of Plan. The Board of Directors of the Company
reserves the right to amend the Plan or Trust Agreement or terminate the Plan or
Trust at any time; provided, however, that no amendment or termination shall
affect the rights of Eligible Directors to amounts or assets previously credited
to their Deferred Compensation Accounts or Trust Accounts and, provided further,
that the Plan may not be amended more than once every six months, other than to
comport with changes in the Code or the Employee Retirement Income Security Act,
as amended, or the rules thereunder, if such amendment would cause the Plan not
to be in compliance with Rule 16b-3 under the Securities Exchange Act of 1934.
Notwithstanding the foregoing, the Trust shall remain in effect until such time
as the entire corpus of the Trust Fund has been distributed

pursuant to the terms of the Trust Agreement, and the Plan shall remain in
effect until such time as all amounts credited to Eligible Directors' Deferred
Compensation Accounts are distributed pursuant to Article IV hereof.

Section 6.3. Assignment. No right or interest of any Eligible Director
or his or her beneficiary (or any person claiming through or under such Eligible
Director or his or her beneficiary) in any benefit or payment under the Plan or
the Trust shall be assignable or transferable in any manner or be subject to
alienation, anticipation, sale, pledge, encumbrance or other legal process or in
any manner be liable for or subject to the debts or liabilities of such Eligible
Director.

Section 6.4. Tax Effect. This Plan is intended to be treated as an
unfunded deferred compensation plan under the Internal Revenue Code of 1986, as
amended. It is the intention of the Company that the amounts of Compensation
which an Eligible Director elects to have deferred pursuant to the Plan shall
not be included in the gross income of such Eligible Director or his or her
beneficiaries until such time as the amounts or assets credited to such Eligible
Director's Deferred Compensation Account and Trust Account are distributed to
the Eligible Director or his or her beneficiary under the Plan. If at any time
it is determined by the Company that amounts attributable to the Eligible
Directors' Deferred Compensation Accounts or Trust Accounts are includible in
the gross income of the Eligible Directors or their beneficiaries before
distribution pursuant to Article IV hereof, all amounts and assets credited to
the Eligible Directors' Deferred Compensation Accounts and Trust Accounts shall
be immediately distributed to the respective Eligible Directors or, in the case
of deceased Eligible Directors, their beneficiaries. Distributions described in
the preceding sentence shall only be made from the Deferred Compensation
Accounts or from the Trust if the Company is not Insolvent at the time for such
distribution.

Section 6.5. Compliance with Rule 16b-3. It is the intent of the
Company that the Plan comply in all respects with applicable provisions of Rule
16b-3 under the Securities Exchange Act of 1934. Accordingly, if any provision
of the Plan does not comply with the requirements of said Rule 16b-3 as then
applicable to any such Eligible Director, or would cause any Eligible Director
to no longer be deemed a "disinterested person" within the meaning of said Rule
16b-3, such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements with respect to such Eligible
Director. In addition, the Board of Directors of the Company shall have no
authority to make any amendment, alteration, suspension, discontinuation or
termination of the Plan or take other action if and to the extent such authority
would cause an Eligible Director's transactions under the Plan not to be exempt
or any Eligible Director no longer to be deemed a "disinterested person," under
said Rule 16b-3.

Section 6.6. Governing Law. This Plan shall be governed by and
construed in accordance with the laws of the State of Illinois.

Section 6.7. Successors. The provisions of this Plan shall bind and
inure to the benefit of the Company and its successors and assigns.

Section 6.8. Effective Date of Plan. The Plan shall be effective as of
March 17, 1995, subject to approval by the stockholders of the Company. Any
Compensation deferral elections, credits to Deferred Compensation Accounts or
contributions to the Trust made prior to such stockholder approval shall be
contingent on such approval, and if such approval is not obtained

prior to June 1, 1995, all Compensation deferral elections shall be deemed to be
cancelled and all amounts or assets credited to the Deferred Compensation
Accounts and the Trust Accounts shall be distributed to the Eligible Directors
or their beneficiaries. Distributions described in the preceding sentence shall
only be made if the Company is not Insolvent at the time for such distribution.

Section 6.9. No Right to Continued Service. Nothing contained herein
shall be construed to confer upon any Eligible Director the right to continue to
serve as a Director of the Company or in any other capacity.

Section 6.10. Compliance with Section 409(A). Effective January 1, 2005,
the Plan shall be amended as follows:

(i) Distributions. Notwithstanding anything to the contrary
contained in the Plan, no distributions shall be permitted or made
under the Plan which would cause the Plan not to meet, or be deemed to
be operated not in accordance with, the requirements of Section
409A(a)(2) of the Code.

(ii) Acceleration of Benefits. Notwithstanding anything to the
contrary contained in the Plan, the acceleration of the time or
schedule of any payment or distribution under the Plan which would
cause the Plan not to meet, or be deemed to be operated not in
accordance with, the requirements of Section 409(A)(a)(2) of the Code
is prohibited, except as provided in regulations promulgated from time
to time by the Secretary of the Treasury.

(iii) Elections. Notwithstanding anything to the contrary
contained in the Plan, no elections shall be permitted or made under
the Plan which will cause the Plan to fail to meet, or be deemed to be
operated not in accordance with, the requirements of Section 409A(a)(4)
of the Code.

The provisions of this Section 6.10 shall not apply to amounts deferred before
January 1, 2005, except to the extent necessary to prevent the Plan from (i)
failing to meet the requirements of Section 409A(a)(2), (3) and (4) of the Code
or (ii) not being operated in accordance with such requirements.

LITTELFUSE, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. O

FOR WITHHELD FOR ALL
1. Election of seven nominees to the Board of ALL ALL EXCEPT 3. Approval of an amendment to the FOR AGAINST ABSTAIN
Directors to serve terms of one year or 1993 Stock Plan for Employees
until their successors are elected. O O O and Directors of Littelfuse, Inc. O O O
(the "1993 Stock Plan") which would
Howard B. Witt, John P. Driscoll, Anthony increase the maximum aggregate
Grillo, Gordon Hunter, Bruce A. Karsh, number of shares of Common Stock as
John E. Major and Ronald L. Schubel to which awards of options,
(INSTRUCTION: To withhold authority to restricted shares, units or rights
vote for any individual nominee, strike may be made from time to time
a line through that nominee's name) FOR AGAINST ABSTAIN thereunder from 3,400,000 to
4,400,000 shares.
2. Approval and ratification of the O O O
Directors'appointment of Ernst & Young 4. Approval of amendments FOR AGAINST ABSTAIN
LLP as the Company's independent auditors to the Littelfuse Deferred
for the fiscal year ending December 31, 2005. Compensation Plan for O O O
Non-employee Directors
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. (the "Non-employee
Directors Plan") which
would (i) increase the maximum
aggregate number of shares of Common
Stock which may be issued under the
Non-employee Directors Plan from
60,000 to 160,000 shares, (ii)
provide that such shares shall be
issued quarterly, and (iii) revise
the Non-employee Directors Plan to
satisfy the requirements of new
Section 409A of the Internal Revenue
Code of 1986, as amended.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THESE PROPOSALS SET FORTH IN (1) THROUGH (4)
ABOVE.

Dated:____________________________________________, 2005

Signature ______________________________________________

Please sign exactly as name appears on stock
certificate(s). Executors, administrators,
trustees, guardians, attorneys-in-fact, etc.,
should give their full titles.If signer is a
corporation, please give full corporate name
and have a duly authorized officer sign,
stating title.If a partnership, please sign in
partnership name by authorized person.If a
limited liability company, please sign in
limited liability company name by authorized
person.If stock is registered in two names,
both should sign.

PLEASE VOTE,SIGN,DATE AND
RETURN THIS PROXY PROMPTLY.

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PROXY LITTELFUSE, INC.
PROXY CARD FOR ANNUAL MEETING ON MAY 6,2005

The undersigned hereby appoints Philip G. Franklin and Mary S.
Muchoney, jointly and severally, with full power of substitution, to vote all
shares of Common Stock which the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held at the offices of the Company located at 800
East Northwest Highway, Des Plaines, Illinois, on Friday May 6, 2005, at 9:00
a.m. local time, and at any adjournment thereof, with all powers the undersigned
would possess if personally present, as follows:

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO INSTRUCTIONS ARE GIVEN,
IT WILL BE VOTED "FOR" ELECTION OF ALL NOMINEES AS DIRECTORS OF THE
COMPANY, "FOR" APPROVAL AND RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
AUDITORS, "FOR" APPROVAL OF AN AMENDMENT TO THE 1993 STOCK PLAN,"FOR" APPROVAL
OF AMENDMENTS TO THE NON-EMPLOYEE DIRECTORS PLAN, AND IN THE DISCRETION OF THE
NAMED PROXIES UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR AN ADJOURNMENT THEREOF.

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