EXHIBIT 99.3

LITTELFUSE, INC.
SUMMARY OF EXECUTIVE OFFICER COMPENSATION

The compensation of executive officers of Littelfuse, Inc. (the "Company") primarily consists of four variable components: base salary, a potential cash bonus under the Company's Annual Incentive Plan, equity compensation under the Littelfuse, Inc. Equity Incentive Compensation Plan (the "Equity Plan"), and other benefits.

              NAME AND PRINCIPAL POSITIONS                BASE SALARY
              ----------------------------                -----------
Gordon Hunter, Chairman, President and
Chief Executive Officer                                     $600,000

Philip G. Franklin, Vice President, Operations Support
and Chief Financial Officer                                 $325,000

David R. Samyn, Vice President and General Manager,
Electronics Business Unit                                   $260,000

David W. Heinzmann, Vice President and General Manager,
Automotive Business Unit                                    $225,000

Dal Ferbert, Vice President and General Manager,
Electrical Business Unit                                    $215,000

                                                          MINIMUM, TARGET AND
                                                            MAXIMUM AMOUNTS
                                                           AS A PERCENTAGE OF
              NAME AND PRINCIPAL POSITIONS                    BASE SALARY
              ----------------------------                -------------------
Gordon Hunter, Chairman, President and
Chief Executive Officer                                      0, 75 & 150%

Philip G. Franklin, Vice President, Operations Support
and Chief Financial Officer                                  0, 50 & 100%

David R. Samyn, Vice President and General Manager,
Electronics Business Unit                                    0, 40 & 80%

David W. Heinzmann, Vice President and General Manager,
Automotive Business Unit                                     0, 40 & 80%

Dal Ferbert, Vice President and General Manager,
Electrical Business Unit                                     0, 40 & 80%

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 Plan 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.

                                                          NUMBER OF
              NAME AND PRINCIPAL POSITIONS                 SHARES
              ----------------------------                ---------
Gordon Hunter, Chairman, President and
Chief Executive Officer                                     60,000

Philip G. Franklin, Vice President, Operations Support
and Chief Financial Officer                                 22,000

David R. Samyn, Vice President and General Manager,
Electronics Business Unit                                   15,000

David W. Heinzmann, Vice President and General Manager,
Automotive Business Unit                                    15,000

Dal Ferbert, Vice President and General Manager,
Electrical Business Unit                                    15,000

The form of Non-Qualified Stock Option Agreement, including vesting provisions, pursuant to which such awards were made is incorporated herein by reference to Exhibit 99.4 to the Company's Current Report on Form 8-K dated May 5, 2006.

The Company made its annual grant of Performance Shares on May 5, 2006, which consist of restricted stock awards granted subject to attaining certain performance goals over a three-year period, commencing with its fiscal year 2006, pursuant to Performance Share Agreements with Mr. Hunter and each of the Other Executive Officers under the Equity Plan as follows:

                                                               100% OF
                                                          TARGET AMOUNT IN
              NAME AND PRINCIPAL POSITIONS                NUMBER OF SHARES
              ----------------------------                ----------------
Gordon Hunter, Chairman, President and
Chief Executive Officer                                         6,000

Philip G. Franklin, Vice President, Operations Support
and Chief Financial Officer                                     5,000

David R. Samyn, Vice President and General Manager,
Electronics Business Unit                                       5,000

David W. Heinzmann, Vice President and General Manager,
Automotive Business Unit                                        5,000

Dal Ferbert, Vice President and General Manager,
Electrical Business Unit                                        5,000

These Performance Share awards are subject to the Company attaining certain financial performance goals relating to return on the net tangible assets and earnings before interest, taxes, depreciation and amortization of the Company during the three-year period ending January 3, 2009. A target amount of shares is awarded. The shares may be earned based on achievement of the foregoing financial performance goals on a sliding scale from 0% to 100% of the target amount of awarded shares at the end of the three-year period. If any shares are earned, they are issued in the name of the executive but held by the Company subject to restrictions relating to continued employment with the Company that lapse in thirds over the next three-year period. The form of Performance Share Agreement pursuant to which such grants were made is incorporated herein by reference to Exhibit 99.5 to the Company's Current Report on Form 8-K dated May 5, 2006.

OTHER BENEFITS

The Chief Executive Officer and the Other Executive Officers participate in the same Company medical insurance, 401(k) plan, and pension plan designed for all of the Company's full-time US associates. The Company's Supplemental Executive Retirement Plan ("SERP") is a legacy plan that is not being offered to any associates that are not currently participants in the plan. Mr. Franklin is the only named executive officer currently participating in the SERP. The

Chief Executive Officer and the Other Executive Officers are also provided with supplemental life insurance equal to three times salary plus $10,000, up to $5,000 of executive physicals, and financial counseling of up to $10,000 in the first year and up to $5,000 thereafter. No executive officers of the Company are expected to receive perquisites in excess of $50,000 in 2006.

WHERE MORE INFORMATION CAN BE FOUND

Each of the plans and agreements mentioned herein and the forms of awards thereunder are discussed further in the Company's annual Proxy Statement for Annual Meeting of Stockholders and are filed with the SEC and can be found on the SEC's website at www.sec.gov.

EXHIBIT 99.4

FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE
LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN

THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into as of _______, 20____, between ______________________ (the "Optionee") and LITTELFUSE, INC., a Delaware corporation (the "Corporation"), with reference to the following facts:

A. Pursuant to the Littelfuse, Inc. Equity Incentive Compensation Plan (the "Plan"), the Corporation is authorized to grant options for shares of its Common Stock, $.01 par value (the "Common Stock"), to officers and employees of the Corporation or any Subsidiary as a reward for past performance or as an incentive to future performance.

B. The Corporation desires to grant an option to the Optionee.

NOW, THEREFORE, IN CONSIDERATION of the foregoing facts, the Corporation hereby grants the following options:

1. Grant of Option. The Corporation hereby grants to the Optionee an irrevocable option to purchase up to __________ shares of Common Stock of the Corporation at the price of $_________ per share. The number and kind of shares subject to this option and the purchase price per share are subject to adjustment as provided in the Plan. This option shall expire on the day before the seventh (7th) anniversary of the date hereof unless earlier terminated in accordance with the provisions hereof.

2. Exercise of Option. Subject to the terms of the Plan and this Agreement, this option may be exercised as follows: with respect to twenty-five percent (25%) of the Common Stock covered hereby during the six
(6) year period commencing one (1) year following the date of grant; with respect to an additional twenty-five percent (25%) of the Common Stock covered hereby during the five (5) year period commencing two (2) years following the date of grant; with respect to an additional twenty-five percent (25%) of the Common Stock covered hereby during the four (4) year period commencing three (3) years following the date of grant; and with respect to the remaining twenty-five percent (25%) of the Common Stock covered hereby during the three (3) year period commencing four (4) years following the date of grant. This option shall be exercised by delivery of written notice to the Corporation stating the number of shares with respect to which the option is being exercised, together with full payment of the purchase price therefor. Payment may be made in cash or in such other form or combination of forms permitted by the Plan as shall be acceptable to the Committee.

3. Reserved Shares. The Corporation has duly reserved for issuance a number of authorized but unissued shares adequate to fulfill its obligations under this Agreement. During the term of this Agreement the Corporation shall take such action as may be necessary to maintain at all times an adequate number of shares reserved for issuance or treasury shares to fulfill its obligations hereunder.

4. Termination of Employment. In the event that the Optionee ceases to be an employee of the Corporation and its subsidiaries for any reason other than as set forth in Section 11.4 of the Plan, this option may, subject to the provisions of the Plan and Section 11 of this Agreement, be exercised (but only to the extent that the Optionee was entitled to do so at the time of the termination of the Optionee's employment) at any time within three
(3) months after such termination, but in no case later than the date on which this option was originally scheduled to expire. Any portion of this option which was not exercisable by the Optionee at the time of any such termination of employment shall be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto. Notwithstanding the foregoing:

(a) If the Optionee's employment is terminated by reason of the Optionee's Disability, or following a Change in Control (as both such terms are defined in the Plan), the option shall vest in full, and may be exercised at any time during the period described above, as provided in Section 11.2(a) of the Plan.

(b) If the Optionee's employment is terminated by reason of the Optionee's death, the option shall vest in full, and may be exercised at any time during the period described above, except that twelve (12) months shall be substituted for three (3) months from the date of termination, as provided in Section 11.2(a) of the Plan.

(c) If the Optionee's employment is terminated by reason of the Eligible Retirement, as defined in the Plan, the option shall not vest in full at the time of termination, but shall continue to vest on the same dates, and be exercisable during the same periods, as if the Optionee were still employed, as provided in
Section 11.2(b) of the Plan.

5. Assignment or Transfer. This option may not be assigned or transferred except by will or by the laws of descent and distribution or pursuant to Section 12.1 of the Plan.

6. Plan and Committee. The construction of the terms of this Agreement shall be controlled by the Plan, a copy of which is attached hereto as Exhibit A and hereby made a part hereof as though set forth herein verbatim, and the rights of the Optionee are subject to modification and termination in certain events as provided in the Plan. All words and phrases not otherwise defined herein shall have the meanings provided in the Plan. The Committee's interpretations of and determinations under any of the provisions of the Plan or this Agreement shall be conclusive.

7. Compliance with Law. This option shall not be exercised and no shares shall be issued in respect hereof, unless in compliance with applicable federal and state tax and securities laws.

7.1. Certificate Legends. The certificates for shares purchased pursuant to this option shall bear any legends deemed necessary by the Committee.

7.2. Representations of the Optionee. As a condition to the exercise of this option, the Optionee will deliver to the Corporation such signed representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws.

7.3. Resale. The Optionee's ability to transfer shares purchased pursuant to this option or securities acquired in lieu thereof or in exchange therefor may be restricted under federal or state securities laws. The Optionee shall not resell or offer for resale such shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration or qualification is available in the opinion of counsel satisfactory to the Corporation.

8. Notice. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Optionee to the Corporation shall be mailed or delivered to the Corporation to the attention of its Secretary at 800 East Northwest Highway, Des Plaines, Illinois 60016, and all notices or communications by the Corporation to the Optionee may be given to the Optionee personally or may be mailed to the Optionee at the most recent address which the Optionee has provided in writing to the Corporation.

9. Tax Treatment. This option is a non-qualified option and shall not be treated as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The option is intended as a stock right that does not provide for deferral of compensation and is not subject to Section 409A of the Code, and shall not be interpreted to permit any deferral of compensation that would cause it to be subject to Section 409A. The Optionee acknowledges that the tax treatment of this option, shares subject to this option or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement. The Corporation makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment.

10. Withholding Taxes. The Corporation shall have the right to require the Optionee to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirement prior to the delivery of any shares of Common Stock acquired by the exercise of the option granted hereunder. In each case of the exercise of the option, the Corporation will notify the Optionee of the amount of the withholding tax which must be paid under federal and, where applicable, state and local law. Upon receipt of such notice, the Optionee shall promptly remit to the Corporation the amount specified in such notice. No amounts of income received by the Optionee pursuant to this

Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation or any of its Subsidiaries.

11. Non-competition Forfeiture Provisions. The Optionee acknowledges that a primary objective of the Corporation in deciding to grant the option to the Optionee under this Agreement is to provide the Optionee with an incentive to acquire shares of Common Stock and remain an employee of the Corporation and that this objective will not have been accomplished if the Optionee exercises the option, in whole or in part, and shortly thereafter terminates his or her employment with the Corporation and becomes an employee of a competitor of the Corporation or its affiliates. Therefore, notwithstanding anything else to the contrary contained in the Plan or this Agreement, in the event that the Optionee 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, or in the event that any of the Forfeiture Events described in Section 11.4 of the Plan occur during the Optionee's employment or within twelve (12) months thereafter, the Optionee agrees that: (i) all unexercised options to acquire Common Stock then held by the Optionee which have been granted by the Corporation to the Optionee pursuant to this Agreement shall be deemed to be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto; and (ii) the Optionee shall immediately pay to the Corporation an amount equal to the product of (x) the aggregate number of shares of Common Stock respecting which the Optionee exercised options to acquire shares of Common Stock granted pursuant to this Agreement at any time during the 180 days preceding the earlier of the date the Optionee accepted or commenced employment with a Competitor and (y) the aggregate differences between the exercise prices of any such options and the respective fair market values (as such term is defined in Section 2.14 of the Plan) of the Common Stock on the respective dates of exercise of such options (the "Forfeited Options Gain"). 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. In the event that the Optionee shall fail to immediately pay to the Corporation the Forfeited Options Gain, the Optionee 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 Optionee, plus interest at a per annum rate equal to the lower of 12% or the highest rate permitted by applicable law. The Optionee agrees that the Corporation and its Subsidiaries compete worldwide in the sale of circuit protection products and that the forfeiture provisions of this
Section 11, and Section 11.3 of the Plan, are reasonable as they relate to the objectives of the Corporation in deciding to grant the option to the Optionee under this Agreement. In the event that any court shall finally hold that any provision of this Agreement constitutes an unreasonable or unenforceable restriction against the Optionee, the Optionee agrees that the provisions hereof shall not be rendered void but shall apply to such extent as such court may judicially determine or indicate constitutes a reasonable and enforceable restriction under the circumstances involved. The Corporation and the Optionee each request that any such court which holds that any of the provisions of this Agreement constitutes an unreasonable or unenforceable restriction against the Optionee

make a determination of what would constitute a reasonable and enforceable restriction under the circumstances involved and to reform this Agreement accordingly.

12. No Right to Continued Employment. Nothing in the Plan or in this Agreement shall confer upon the Optionee 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.

13. Governing Law. Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the statutory or common law of another jurisdiction.

IN WITNESS WHEREOF, the Corporation and the Optionee have executed this Non-Qualified Stock Option Agreement effective as of the date first set forth above.

LITTELFUSE, INC.                       OPTIONEE:


By
   ---------------------------------   -----------------------------------------
Its
    --------------------------------

EXHIBIT 99.5

FORM OF
PERFORMANCE SHARES AGREEMENT
UNDER THE
LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN

THIS PERFORMANCE SHARES AGREEMENT is entered into as of ______, 20___, between _____________________ (the "Recipient") and LITTELFUSE, INC., a Delaware corporation (the "Corporation"), with reference to the following facts:

A. Pursuant to the Littelfuse, Inc. Equity Incentive Compensation Plan (the "Plan"), the Corporation is authorized to grant awards of rights ("Performance Share Units") to acquire shares of its Common Stock, $.01 par value (the "Common Stock"), on a restricted basis as provided in the Plan to officers and employees of the Corporation or any Subsidiary as a reward for past performance or as an incentive for future performance.

B. The Corporation desires to grant Performance Share Units to the Recipient.

NOW, THEREFORE, IN CONSIDERATION of the foregoing facts and other good and valuable consideration, the parties hereto hereby agree as follows:

1. Grant of Performance Share Units. (a) The Corporation hereby grants to the Recipient Performance Share Units entitling the Recipient to acquire up to _______ shares of the Common Stock (hereinafter referred to as the "Maximum Performance Shares Amount"), subject in all respects to the provisions of the Plan and the terms and conditions set forth herein.

(b) Plan and Committee. The construction of the terms of this Agreement shall be controlled by the Plan, a copy of which is attached hereto as Exhibit A and hereby made a part hereof as though set forth herein verbatim, and the rights of the Recipient are subject to modification and termination in certain events as provided in the Plan. All words and phrases not otherwise defined herein shall have the meanings provided in the Plan. The Committee's interpretations of and determinations under any of the provisions of the Plan or this Agreement shall be conclusive.

2. Number of Performance Shares Deemed Earned. (a) The number of shares of the Common Stock which the Recipient shall be entitled to be issued or paid for in cash pursuant to this Agreement shall be determined pursuant to the following formula (hereinafter said shares shall be referred to as the "Performance Shares" and said number of shares resulting from said formula shall be referred to as the "Earned Performance Shares Amount"):

(i) The Recipient shall be deemed to have earned no Performance Shares in the event that EBITDA Growth is less than ____% or Average RONTA is less than ____%.

(ii) The Recipient shall be deemed to have earned ____% of the Maximum Performance Shares Amount if EBITDA Growth is equal to or greater than ____% but less than ____%, and Average RONTA is equal to or greater than ____% but less than ____%. For each full percentage point above the EBITDA Growth minimum of ____%, the recipient will earn an incremental ____% of the Maximum Performance Shares Amount, up to a maximum of an additional ____% of the Maximum Performance Shares Amount. Additionally, for each full percentage point above the Average RONTA minimum of ____%, the recipient will earn an incremental ____% of the Maximum Performance Shares Amount up to a maximum of an additional ____% of the Maximum Performance Shares Amount. Therefore, the Maximum Performance Shares Amount is earned only when EBITDA Growth is greater than ____% and Average RONTA is greater than ____%. The chart attached hereto as Exhibit A illustrates the application of the foregoing formula.

(b) As used herein, the term "EBITDA" shall mean the consolidated net income of the Corporation for each of the 20___, 20___ and 20___ fiscal years of the Corporation (hereinafter said three (3) year period is referred to as the "Performance Period"); provided, however, that in calculating said consolidated net income, no deductions shall be made for any interest, taxes, depreciation or amortization.

(c) As used herein, the term "EBITDA Growth" shall mean the compound annual growth rate in EBITDA from fiscal year 20___ through fiscal year 20___ defined mathematically as follows (but expressed as a percentage):

EBITDA Growth = (fiscal year 20___ EBITDA / fiscal year 20___ EBITDA)1/3 - 1

(d) As used herein, the term "RONTA" shall mean the percentage return on net tangible assets for the Corporation for each of the fiscal years of the Corporation during the Performance Period, calculated for each such fiscal year by dividing the consolidated net income of the Corporation for such fiscal year by the average of the amounts of (x) the total assets minus the total intangible assets minus the total current liabilities of the Corporation at the beginning of such fiscal year and (y) the total assets minus the total intangible assets minus the total current liabilities of the Corporation at the end of such fiscal year; provided, however, that current liabilities shall not include the current portion of long term debt for purposes of this calculation.

(e) As used herein, the term "Average RONTA" shall mean the average RONTA for each of the three fiscal years of the Corporation during the Performance Period.

(f) To the extent applicable, all calculations of EBITDA and RONTA, and the components thereof, shall be made in accordance with generally accepted accounting principles consistently applied.

(g) In the event that the Corporation shall amend its financial statements for any of its fiscal years 20___, 20___ or 20___ at any time after March ____, 20___, and before January ___, 20___, so that any of the items used to calculate EBITDA or RONTA for any of those fiscal years are materially changed, the Committee, in its discretion, may make appropriate adjustments to the number of Performance Shares deemed earned pursuant to
Section 2 hereof.

(h) In the event that the Corporation or any Subsidiary shall be a party to any merger or consolidation or acquisition of assets, shall sell all or substantially all of its assets or enter into any other transaction which, in the good faith opinion of the Committee, will have a material effect (either positive or negative) on EBITDA or RONTA during the Performance Period or the ability of the Recipient to obtain the economic benefit contemplated by this Agreement, the Committee shall appropriately and reasonably adjust the formula contained in Section 2(a) to provide the Recipient with substantially the same opportunity to obtain substantially the same economic benefit that the Recipient would have if said transaction had not been entered into, said adjustment to be evidenced in a writing delivered by the Corporation to the Recipient.

(i) In the event that at anytime from and after the date hereof to and including January ____, 20___, there shall occur any changes in the outstanding Common Stock by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations, combinations, exchanges of shares, separations, reorganizations, liquidations and the like, the Committee shall appropriately and reasonably adjust the Maximum Performance Shares Amount, the Earned Performance Shares Amount, the number of any earned but unissued Performance Shares and/or the amount of any earned but unpaid Performance Payments.

(j) Notwithstanding the foregoing, if the Recipient is a Named Executive Officer, the Recipient shall not be entitled to any Performance Shares unless and until the Committee has determined and certified that the targets set forth in Section 2(a) have been satisfied, in accordance with the requirements of Section 162(m) of the Internal Revenue Code of 1986 (the "Code").

3. Issuance of Performance Shares. In the event that the Recipient is deemed to have earned any Performance Shares pursuant to the provisions of
Section 2 hereof, a certificate or certificates representing that number of shares of the Common Stock which is equal to one-half (1/2) of the Earned Performance Shares Amount shall be issued in the Recipient's name as of March ____, 20___, and as soon as reasonably practical after the delivery by the Recipient to the Corporation of a stock power signed in blank by the Recipient with respect to such Performance Shares and in a form which is acceptable to the Corporation which may be used by the Corporation to cancel such Performance Shares in accordance with the provisions of the Plan and this Agreement. Upon issuance of the certificate or certificates for such Performance Shares, the Recipient shall be a stockholder with respect to such Performance Shares and shall have all the rights of a stockholder with respect to such Performance Shares, including but not limited to, the right to vote such Performance Shares and to receive dividends and other distributions

paid with respect to such Performance Shares. The certificate or certificates representing such Performance Shares, together with the executed stock power, shall be held in custody by the Corporation or an agent therefor pursuant to the provisions of the Plan for the account of the Recipient.

4. Payment of Cash in Lieu of Issuance of Performance Shares. In the event that the Recipient is deemed to have earned any Performance Shares pursuant to the provisions of Section 2 hereof, the Corporation shall pay to the Recipient on each of January ____, 20___, 20___ and 20___ an amount in cash (in lieu of the issuance of Performance Shares) equal to the product of (i) one-sixth (1/6th) of the Earned Performance Shares Amount multiplied by (ii) the Fair Market Value of the Common Stock on the payment date, as defined in Section 2.14 of the Plan (hereinafter referred to as a "Performance Payment").

5. Restrictions. The Performance Share Units awarded pursuant to this Agreement and any Performance Shares or Performance Payments which may be deemed to be earned or owing with respect thereto shall be subject to the following terms and conditions (the "Restrictions"):

(i) the Recipient shall not be entitled to delivery of a certificate representing the Performance Shares until the Restrictions pertaining thereto shall be terminated pursuant to either Sections 6 or 7 hereof;

(ii) none of the Performance Share Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of;

(iii) none of the Performance Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until the Restrictions pertaining thereto shall be terminated pursuant to either Sections 6 or 7 hereof;

(iv) all of the Performance Share Units shall be forfeited and cancelled and all rights of the Recipient to such Performance Share Units and any Performance Shares or Performance Payments which may be deemed to be earned or owing with respect thereto shall terminate without further obligation on the part of the Corporation in the event that the Recipient ceases to be an Employee for any reason prior to January ____, 20___, for any reason;

(v) all of the Performance Shares which are issued pursuant to
Section 3 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to January ___, 20___, for any reason other than a reason set forth in Section 7 hereof;

(vi) two-thirds (2/3rds) of any Performance Shares which are issued pursuant to Section 3 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the

Recipient ceases to be an Employee prior to January ___, 20___, for any reason other than a reason described in Section 7 hereof;

(vii) one-third (1/3rd) of any Performance Shares which are issued pursuant to Section 3 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to January ___, 20___, for any reason other than a reason described in
Section 7 hereof;

(viii) any right of the Recipient to receive any Performance Payments pursuant to Section 4 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to the applicable payment date for such Performance Payment for any reason other than a reason described in Section 7 hereof; and

(ix) Notwithstanding any other provision of this Section 5, or of
Section 6 or 7, upon the occurrence of any of the Forfeiture Events described in Section 11.4 of the Plan, all rights to Performance Shares that have not yet vested shall be forfeited, and the Recipient may be required to repay the Award Amount, in accordance with the provisions of Section 11.3 of the Plan.

6. Vesting of Performance Shares. The Restrictions respecting the Performance Shares issued pursuant to Section 3 hereof which have not theretofore been forfeited and cancelled pursuant to Section 5 hereof shall terminate with respect to one-third (1/3rd) of such Performance Shares on each of January ___, 20___, January ___, 20___ and January ___, 20___.

7. Termination of Restrictions upon Certain Events. The Restrictions shall terminate with respect to all of the Performance Shares and the Performance Payments which have not theretofore been forfeited and cancelled pursuant to Section 5 hereof upon the first to occur of the following events:

(i) the death of the Recipient;

(ii) the Disability of the Recipient;

(iii) the dates specified in Section 6, notwithstanding the Recipient's prior termination of employment, if the Recipient's employment is terminated due to an Eligible Retirement; or

(iv) the occurrence of a Change in Control.

8. Issuance of Stock Certificate for Vested Performance Shares. Upon the termination of the Restrictions respecting any Performance Shares pursuant to Section 6

hereof, the Corporation shall promptly cause a stock certificate representing such Performance Shares to be delivered to the Recipient, free and clear of all Restrictions.

9. Accelerated Delivery of Stock Certificate and Payment of Performance Payments. Upon the termination of the Restrictions respecting any Performance Shares pursuant to Section 7(i), 7(ii) or 7(iii) hereof, the Corporation shall promptly cause a stock certificate representing such Performance Shares to be delivered to the Recipient, free and clear of all Restrictions, and shall promptly pay in cash an amount equal to the product of (i) 1/2 (if such termination occurs on or prior to January ___, 20___), 1/3 (if such termination occurs after January ___, 20___ and on or prior to January ___, 20___) or 1/6 (if such termination occurs after January ___, 20___) of the Earned Performance Shares Amount multiplied by (ii) the Market Price of the Common Stock on the date of such termination.

10. Compliance with Law. No Performance Shares shall be issued pursuant to this Agreement unless said issuance is in compliance with applicable federal and state tax and securities laws.

10.1. Certificate Legends. The certificates for Performance Shares issued pursuant to this Agreement shall bear any legends deemed necessary or appropriate by the Corporation.

10.2. Representations of the Recipient. At the request of the Corporation, the Recipient will deliver to the Corporation such signed representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws.

10.3. Resale. In addition to the restrictions contained in the Plan, the Recipient's ability to transfer Performance Shares issued pursuant to this Agreement or securities acquired in lieu thereof or in exchange therefor may be restricted under federal or state securities laws. The Recipient shall not resell or offer for resale such Performance Shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration or qualification is available in the opinion of counsel satisfactory to the Corporation.

11. Notice. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Recipient to the Corporation shall be mailed or delivered to the Corporation to the attention of its Secretary at 800 East Northwest Highway, Des Plaines, Illinois 60016, and all notices or communications by the Corporation to the Recipient may be given to the Recipient personally or may be mailed to the Recipient at the most recent address which the Recipient has provided in writing to the Corporation.

12. Tax Treatment. The Recipient acknowledges that the tax treatment respecting the Performance Shares issued pursuant to this Agreement or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement. It is the intent of the Corporation that all certificates for Performance Shares be delivered, and all Performance Payments be paid, not later than the fifteenth day of the third month of the year following the year in which the Recipient's right thereto is no longer subject to a substantial risk of forfeiture, so that all deferrals of compensation hereunder shall constitute short-term deferrals not subject to Section 409A of the Code. Notwithstanding the foregoing, the Corporation makes no representations to the Recipient with respect to and hereby disclaims all responsibility as to such tax treatment.

13. Withholding Taxes. The Corporation shall have the right to deduct from the amount of any Performance Payment an amount sufficient to satisfy any federal, state or local withholding tax requirement. The Corporation shall have the right to require the Recipient to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirement prior to the issuance or delivery of any Performance Shares to the Recipient. The Corporation will notify the Recipient of the amount of the withholding tax which must be paid under federal and, where applicable, state and local law. Upon receipt of such notice, the Recipient shall promptly remit to the Corporation the amount specified in such notice. No amounts of income received by the Recipient pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation or any subsidiary.

14. Effect on SERP. The Corporation and the Recipient agree that neither the value of any shares of Common Stock issued, nor the amount of any cash paid, to the Recipient pursuant to this Agreement shall be included in the definition of "Compensation" under the Littelfuse, Inc. Supplemental Executive Retirement Plan.

IN WITNESS WHEREOF, the Corporation and the Recipient have executed this Performance Shares Agreement effective as of the date first set forth above.

LITTELFUSE, INC.                        RECIPIENT:


By
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Its
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                   over __%                       ___%                          ___%                          ___%
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        less than __ greater than __%             ___%                          ___%                          ___%

EBITDA  less than __ greater than __%             ___%                          ___%                          ___%

GROWTH  less than __ greater than __%             ___%                          ___%                          ___%

        less than __ greater than __%             ___%                          ___%                          ___%

        less than __ greater than __% less than __ greater than __% less than __ greater than __% less than __ greater than __%

                   ___%                  ___%
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                   ___%                  ___%

EBITDA             ___%                  ___%

GROWTH             ___%                  ___%

                   ___%                  ___%

        less than __ greater than __% over__%

AVERAGE RONTA

EXHIBIT 99.6

FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE
LITTELFUSE, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN

THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into as of ______, 20___, between ______________________ (the "Optionee") and LITTELFUSE, INC., a Delaware corporation (the "Corporation"), with reference to the following facts:

A. Pursuant to the Littelfuse, Inc. Outside Directors' Stock Option Plan (the "Plan"), the Corporation is authorized and required to grant an option for five thousand (5,000) shares of its Common Stock, $.01 par value (the "Common Stock"), on the date of each annual meeting of the Board of Directors (the "Board") to each member of the Board who is not an employee of the Corporation and who has not waived his right to receive such option.

B. The Optionee was a member of the Board on the date of the annual meeting held May __, 20__, who was not an employee of the Corporation and did not waive his right to receive such option.

NOW, THEREFORE, IN CONSIDERATION of the foregoing facts, the Corporation hereby grants the following options:

1. Grant of Option. The Corporation hereby grants to the Optionee an irrevocable option to purchase up to 5,000 shares of Common Stock of the Corporation at the price of $________ per share. The number and kind of shares subject to this option and the purchase price per share are subject to adjustment as provided in the Plan. This option shall expire on the day before the seventh (7th) anniversary of the date hereof unless earlier terminated in accordance with the provisions hereof.

2. Exercise of Option. Subject to the terms of the Plan and this Agreement, this option may be exercised as follows: with respect to twenty (20%) of the Common Stock covered hereby during the six (6) year period commencing one (1) year following the date of grant; with respect to an additional twenty (20%) of the Common Stock covered hereby during the five
(5) year period commencing two (2) years following the date of grant; with respect to an additional twenty (20%) of the Common Stock covered hereby during the four (4) year period commencing three (3) years following the date of grant; with respect to an additional twenty (20%) of the Common Stock covered hereby during the three (3) year period commencing four (4) years following the date of grant; and with respect to the remaining twenty (20%) of the Common Stock covered hereby during the two (2) year period commencing five (5) years following the date of grant. This option shall be exercised by delivery of written notice to the Corporation stating the number of shares with respect to which the option is being exercised, together with full payment of the purchase price therefor. Payment may be made in cash or in such other form or combination of forms permitted by the Plan as shall be acceptable to the Committee.

3. Reserved Shares. The Corporation has duly reserved for issuance a number of authorized but unissued shares adequate to fulfill its obligations under this Agreement. During the term of this Agreement the Corporation shall take such action as may be necessary to maintain at all times an adequate number of shares reserved for issuance or treasury shares to fulfill its obligations hereunder.

4. Termination of Membership on Board. In the event that the Optionee ceases to be a member of the Board (and does not become an employee of the Corporation or any of its subsidiaries) for any reason other than as set forth in Section 5.4 of the Plan, this option may, subject to the provisions of the Plan, be exercised (but only to the extent that the Optionee was entitled to do so at the time of the termination of the Optionee's membership on the Board) at any time within three (3) months after such termination, but in no case later than the date on which this option was originally scheduled to expire. Any portion of this option which was not exercisable by the Optionee at the time of any such termination of membership on the Board shall be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto. Notwithstanding the foregoing:

(a) If the Optionee's membership on the Board is terminated by reason of the Optionee's Disability, or following a Change in Control (as both such terms are defined in the Plan), the option shall vest in full, and may be exercised at any time during the period described above, as provided in Section 5.4(a) of the Plan.

(b) If the Optionee's membership on the Board is terminated by reason of the Optionee's death, the option shall vest in full, and may be exercised at any time during the period described above, except that twelve (12) months shall be substituted for three (3) months from the date of termination, as provided in Section 5.4(a) of the Plan.

5. Assignment or Transfer. This option may not be assigned or transferred except by will or by the laws of descent and distribution or pursuant to Section 5.6 of the Plan.

6. Plan and Committee. The construction of the terms of this Agreement shall be controlled by the Plan, a copy of which is attached hereto as Exhibit A and hereby made a part hereof as though set forth herein verbatim, and the rights of the Optionee are subject to modification and termination in certain events as provided in the Plan. All words and phrases not otherwise defined herein shall have the meanings provided in the Plan. The Committee's interpretations of and determinations under any of the provisions of the Plan or this Agreement shall be conclusive.

7. Compliance with Law. This option shall not be exercised and no shares shall be issued in respect hereof, unless in compliance with applicable federal and state tax and securities laws.

7.1. Certificate Legends. The certificates for shares purchased pursuant to this option shall bear any legends deemed necessary by the Committee.

7.2. Representations of the Optionee. As a condition to the exercise of this option, the Optionee will deliver to the Corporation such signed representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws.

7.3. Resale. The Optionee's ability to transfer shares purchased pursuant to this option or securities acquired in lieu thereof or in exchange therefor may be restricted under federal or state securities laws. The Optionee shall not resell or offer for resale such shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration or qualification is available in the opinion of counsel satisfactory to the Corporation.

8. Notice. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Optionee to the Corporation shall be mailed or delivered to the Corporation to the attention of its Secretary at 800 East Northwest Highway, Des Plaines, Illinois 60016, and all notices or communications by the Corporation to the Optionee may be given to the Optionee personally or may be mailed to the Optionee at the most recent address which the Optionee has provided in writing to the Corporation.

9. Tax Treatment. This option is a non-qualified option and shall not be treated as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The option is intended as a stock right that does not provide for deferral of compensation and is not subject to Section 409A of the Code, and shall not be interpreted to permit any deferral of compensation that would cause it to be subject to Section 409A. The Optionee acknowledges that the tax treatment of this option, shares subject to this option or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement. The Corporation makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment.

10. Withholding Taxes. The Corporation shall have the right to require the Optionee to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirement prior to the delivery of any shares of Common Stock acquired by the exercise of the option granted hereunder. In each case of the exercise of the option, the Corporation will notify the Optionee of the amount of the withholding tax which must be paid under federal and, where applicable, state and local law. Upon receipt of such notice, the Optionee shall promptly remit to the Corporation the amount specified in such notice. No amounts of income received by the Optionee pursuant to this

Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation or any of its Subsidiaries.

11. Governing Law. Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the statutory or common law of another jurisdiction.

IN WITNESS WHEREOF, the Corporation and the Optionee have executed this Non-Qualified Stock Option Agreement effective as of the date first set forth above.

LITTELFUSE, INC.                        OPTIONEE:


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EXHIBIT 99.7

LITTELFUSE, INC.
SUMMARY OF DIRECTOR COMPENSATION

For 2006, directors who are not employees of Littelfuse, Inc. (the "Company") are paid an annual director's fee of $40,000, $1,500 for each of the 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 Chairmen of the Compensation Committee, the Nominating and Governance Committee and the Technology Committee are 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 (the "Non-employee Directors Plan"), a non-employee director, at his election, may defer receipt of his director's fees. Such deferred fees are used to purchase shares of the Company's 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.

The Littelfuse, Inc. Outside Directors' Stock Option Plan (the "Directors' 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 of the Company at the fair market value on the date of grant. The form of Non-Qualified Stock Option Agreement under the Directors' Stock Plan pursuant to which such grants are made is incorporated herein by reference to Exhibit 99.6 to the Company's Current Report on Form 8-K dated May 5, 2006.

The Non-employee Directors Plan and the Directors' Stock Plan and the forms of awards thereunder are discussed further in the Company's annual Proxy Statement for the Annual Meeting of Stockholders, and are filed with the Securities and Exchange Commission ("SEC") and can be found on the SEC's website at www.sec.gov.