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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into as of the 8th day of August,
2003, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter
referred to as the "Company"), and HOWARD B. WITT (hereinafter referred to as
the "Executive");

                              W I T N E S S E T H:

         WHEREAS, the Company desires to retain the services of the Executive in
the capacities herein set forth and the Executive desires to be employed by the
Company in such capacities;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:

         1.       Employment. The Company hereby employs the Executive and the
Executive hereby accepts employment with the Company upon the terms and
conditions hereinafter set forth.

         2.       Term. Subject to the provisions for earlier termination
hereinafter set forth, the term of employment hereunder shall commence on the
date hereof and end on December 31, 2004 (hereinafter said period is referred to
as the "Employment Period").

         3.       Compensation. The Company agrees to provide the Executive with
the following compensation for all services rendered by the Executive under this
Agreement:

                  3.1.     Salary. During the Employment Period, the Company
         shall pay to the Executive an annual salary of no less than Five
         Hundred Thirty Thousand Dollars ($530,000), payable monthly. Commencing
         with calendar year 2004, the Board of Directors of the Company (or the
         Compensation Committee of the Board of Directors of the Company) shall
         review the compensation payable to the Executive at least once each
         calendar year during the Employment Period.

                  3.2.     Bonus. During the Employment Period, the Company
         shall pay to the Executive such bonuses as the Board of Directors of
         the Company may from time to time determine based upon the evaluation
         of the Executive's performance by the Board of Directors of the
         Company.

                  3.3      Executive Loans. The maturity of any loans made by
         the Company to the Executive under the Littelfuse Executive Loan
         Program shall remain unchanged and continue to be December 31, 2004,
         unless the employment of the Executive by the Company under this
         Agreement is terminated prior to December 31, 2003, in which event the
         maturity date of such loans shall be (i) the first anniversary of such
         termination unless

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         such termination was by the Company for Cause or by the Executive
         without Good Reason or (ii) the date of such termination if such
         termination was by the Company for Cause or by the Executive without
         Good Reason. The Company and the Executive acknowledge that neither
         this Section 3.3 nor any other provision of this Agreement is intended
         in any way whatsoever to modify or amend the maturity or other terms of
         any such loans and this Section 3.3 as well as the other provisions of
         this Agreement are intended to comply in all respects with Section 402
         of the Sarbanes-Oxley Act of 2002.

                  3.4.     Other Benefits. To the extent that the Executive is
         otherwise eligible to participate therein, during the Employment Period
         the Executive shall be entitled to participate in and receive the
         benefits of any and all stock option, pension, retirement, vacation,
         profit sharing, health, disability, insurance and other benefit plans,
         programs and policies, if any, which may be maintained by the Company
         from time to time during the term hereof, including, without
         limitation, any supplemental executive retirement plan and executive
         loan program.

         4.       Duties. The Executive shall, subject to election and removal
by the Board of Directors of the Company in its sole discretion, serve as
Chairman, President and Chief Executive Officer of the Company. As such, the
Executive's duties and responsibilities shall include, but shall not be limited
to:

                  (i)      Primary responsibility for the day-to-day management
         of the Company;

                  (ii)     Primary responsibility for ensuring that all orders
         and resolutions of the Board of Directors of the Company are
         implemented;

                  (iii)    Primary responsibility for reporting to the Board of
         Directors of the Company respecting the activities of the Company; and

                  (iv)     Primary responsibility for supervising the executive
         management of the Company.

The Executive shall also be responsible for the performance of such other duties
and responsibilities as may be prescribed from time to time by the Board of
Directors of the Company.

         5.       Extent of Service. During the Employment Period, the Executive
agrees to devote reasonable attention and time to the business and affairs of
the Company and its subsidiaries and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (i) serve on corporate, civic or charitable
boards or committees, (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions, and (iii) manage personal investments, so
long as such activities do not significantly interfere with the performance of
the Executive's responsibilities as an employee of the Company in accordance
with this Agreement. It is expressly understood and agreed that to the extent
that any such

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activities have been conducted by the Executive prior to the date hereof, the
continued conduct of such activities (or the conduct of activities similar in
nature and scope thereto) during the Employment Period shall not thereafter be
deemed to interfere with the performance of the Executive's responsibilities to
the Company.

         6.       Working Facilities. The Executive shall be furnished with
office space, furnishings, secretarial assistance and such other facilities and
services as the Board of Directors of the Company shall decide are reasonably
necessary for the performance of the Executive's duties. The Company agrees that
the Executive shall not be required to relocate to an office further than 20
miles from the Company's Des Plaines, Illinois facility without the Executive's
prior written consent.

         7.       Expenses. The Company will reimburse the Executive for such
reasonable business expenses which are incurred by the Executive in promoting
the business of the Company and its subsidiaries upon the presentation by the
Executive from time to time (and at least monthly) of an itemized account of
such expenditures containing such detail as may be required by the Board of
Directors of the Company.

          8.      Termination of Employment.

                  8.1.     Disability. If the Board of Directors of the Company
         determines in good faith that the Disability of the Executive has
         occurred during the Employment Period (pursuant to the definition of
         Disability set forth below), the Board of Directors of the Company may
         give written notice to the Executive of its intention to terminate the
         Executive's employment. In such event, the Executive's employment with
         the Company shall terminate effective on the 30th day after delivery of
         such notice to the Executive (the "Disability Effective Date"),
         provided that, within the 30 days after such delivery, the Executive
         shall not have returned to full-time performance of the Executive's
         duties. For purposes of this Agreement, "Disability" shall mean the
         absence of the Executive from the Executive's duties with the Company
         on a full-time basis for 180 consecutive business days as a result of
         incapacity due to mental or physical illness which is determined to be
         total and permanent by a physician selected by the Company or its
         insurers and reasonably acceptable to the Executive or the Executive's
         legal representative.

                  8.2.     Cause. The Company may terminate the Executive's
         employment during the Employment Period for Cause. For purposes of this
         Agreement, "Cause" shall mean:

                           (i)      the willful and continued failure of the
                  Executive to perform substantially the Executive's duties with
                  the Company (other than any such failure resulting from
                  incapacity due to physical or mental illness), after a written
                  demand for substantial performance is delivered to the
                  Executive by the Board of Directors of the Company which
                  specifically identifies the manner in which the Board of
                  Directors of the Company believes that the Executive has not
                  substantially performed the Executive's duties and such
                  failure is not cured within sixty (60) calendar days after
                  receipt of such written demand; or

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                           (ii)     the willful engaging by the Executive in
                  illegal conduct or gross misconduct which is materially and
                  demonstrably injurious to the Company.

         For purposes of this provision, any act or failure to act on the part
         of the Executive in violation or contravention of any order, resolution
         or directive of the Board of Directors of the Company shall be
         considered "willful" unless such order, resolution or directive is
         illegal or in violation of the certificate of incorporation or by-laws
         of the Company; provided, however, that no other act or failure to act
         on the part of the Executive shall be considered "willful," unless it
         is done, or omitted to be done, by the Executive in bad faith or
         without reasonable belief that the Executive's action or omission was
         in the best interests of the Company. Any act, or failure to act, based
         upon authority given pursuant to a resolution duly adopted by the Board
         of Directors of the Company or based upon the advice of counsel for the
         Company shall be conclusively presumed to be done, or omitted to be
         done, by the Executive in good faith and in the best interests of the
         Company. The cessation of employment of the Executive shall not be
         deemed to be for Cause unless and until there shall have been delivered
         to the Executive a copy of a resolution duly adopted by the affirmative
         vote of not less than a majority of the entire membership of the Board
         of Directors of the Company at a meeting of the Board of Directors of
         the Company called and held for such purpose (after reasonable notice
         is provided to the Executive and the Executive is given an opportunity,
         together with counsel, to be heard before the Board of Directors of the
         Company), finding that, in the good faith opinion of the Board of
         Directors of the Company, the Executive is guilty of the conduct
         described in subparagraph (i) or (ii) above, and specifying the
         particulars thereof in detail.

                  8.3.     Good Reason. The Executive's employment may be
         terminated by the Executive for Good Reason. For purposes of this
         Agreement, "Good Reason" shall mean:

                           (i)      the Executive is not elected, or is removed,
                  as the Chairman, President or Chief Executive Officer of the
                  Company;

                           (ii)     the assignment by the Board of Directors of
                  the Company to the Executive of any duties inconsistent in any
                  respect with the Executive's position, authority, duties or
                  responsibilities as contemplated by Section 4 hereof, or any
                  other action by the Board of Directors of the Company which
                  results in a diminution in such position, authority, duties or
                  responsibilities, excluding for this purpose an isolated,
                  insubstantial and inadvertent action not taken in bad faith
                  and which is remedied by the Board of Directors of the Company
                  promptly after receipt of notice thereof given by the
                  Executive;

                           (iii)    any failure by the Company to comply with
                  any of the provisions of this Agreement, other than an
                  isolated, insubstantial and inadvertent failure not occurring
                  in bad faith and which is remedied by the Company promptly
                  after receipt of notice thereof given by the Executive; or

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                           (iv)     any purported termination by the Board of
                  Directors of the Company of the Executive's employment
                  otherwise than as expressly permitted by this Agreement.

                  8.4.     Notice of Termination. Any termination by the Company
         for Cause, or by the Executive for Good Reason, shall be communicated
         by Notice of Termination to the other party hereto given in accordance
         with Section 12.8 hereof. For purposes of this Agreement, a "Notice of
         Termination" means a written notice which (i) indicates the specific
         termination provision in this Agreement relied upon, (ii) to the extent
         applicable, sets forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of the Executive's
         employment under the provision so indicated and (iii) if the Date of
         Termination (as defined below) is other than the date of receipt of
         such notice, specifies the termination date (which date shall be not
         more than 30 days after the giving of such notice). The failure by the
         Executive or the Company to set forth in the Notice of Termination any
         fact or circumstance which contributes to a showing of Good Reason or
         Cause shall not waive any right of the Executive or the Company,
         respectively, hereunder or preclude the Executive or the Company,
         respectively, from asserting such fact or circumstance in enforcing the
         Executive's or the Company's rights hereunder.

                  8.5.     Date of Termination. As used in this Agreement, "Date
         of Termination" means (i) if the Executive's employment is terminated
         by the Company for Cause, or by the Executive for Good Reason, the date
         of delivery of the Notice of Termination or any later date specified
         therein, as the case may be, (ii) if the Executive's employment is
         terminated by the Company other than for Cause or Disability, the Date
         of Termination shall be the date on which the Company notifies the
         Executive of such termination and (iii) if the Executive's employment
         is terminated by reason of death or Disability, the Date of Termination
         shall be the date of death of the Executive or the Disability Effective
         Date, as the case may be.

         9.       Obligations of the Company upon Termination.

                  9.1.     Good Reason; Other Than for Cause. If, during the
         Employment Period, the Company shall terminate the Executive's
         employment other than for Cause or Disability or the Executive shall
         terminate his employment for Good Reason, such termination shall
         constitute a breach of contract by the Company and during the period
         commencing on the date of such termination and ending on December 31,
         2004, the Company shall, subject to the provisions of Section 9.2
         hereof: (i) continue to pay the Executive the salary provided in
         Section 3.1 hereof, payable monthly, at the same annual level as was
         payable to the Executive immediately prior to such termination; (ii)
         continue to provide the Employee with all of the benefits described in
         Section 3.3 hereof at the same levels as were provided to the Executive
         prior to such termination (except that no further stock options shall
         be granted); (iii) pay to the Executive a bonus on each anniversary of
         the date the most recent bonus was paid to the Executive prior to such
         termination in an amount equal to the average amount of the bonuses
         paid to the Executive in the three calendar years preceding the
         calendar year wherein such termination occurs; (iv) continue to make
         contributions on behalf of the Executive to all

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         pension, retirement, supplemental executive retirement and other plans
         and programs maintained by the Company and in which the Executive
         participated prior to such termination equal to the amount of the
         largest contribution with respect to each such plan or program which
         the Company contributed on behalf of the Executive during any of the
         three calendar years preceding the calendar year wherein such
         termination occurs; (v) amend any documents which govern any
         unexercised stock options which were held by the Executive immediately
         prior to such termination to provide that all such unexercised stock
         options, to the extent not then exercisable, shall become immediately
         exercisable and not forfeited as a result of such termination, and that
         all such unexercised stock options shall continue to be exercisable by
         the Executive during the period of time from the date of such
         termination to and including the earlier to occur of the respective
         dates on which such stock options terminate in accordance with the
         terms of their grant or the third anniversary of such termination; (vi)
         pay to the Executive on January 1, 2005, and on the first day of the
         succeeding twenty-three (23) months an amount equal to one-half of his
         monthly salary which was payable to him during the month immediately
         preceding the date of such termination in lieu of the compensation
         which would otherwise have been paid to the Executive pursuant to the
         Consulting Agreement described in Section 14.1 hereof; and (vii) be
         liable to the Executive for any and all other damages sustained by the
         Executive as a result of any such breach of contract.

                  9.2.     Mitigation of Damages. If the Executive's employment
         is terminated pursuant to Section 9.1 hereof, the Executive shall not
         be obligated to seek other employment or take any other action by way
         of mitigation of the amounts payable to the Executive under any of the
         provisions of this Agreement and such amounts shall not be reduced
         whether or not the Executive obtains other employment.

                  9.3.     Death. If the Executive's employment is terminated by
         reason of the Executive's death during the Employment Period, this
         Agreement shall terminate without further obligations by the Company to
         the Executive's legal representatives under this Agreement other than
         for payment of the compensation set forth under Section 3 hereof
         accrued up to the date of the Executive's death.

                  9.4.     Disability. If the Executive's employment is
         terminated by reason of the Executive's Disability during the
         Employment Period, this Agreement shall terminate without further
         obligations by the Company to the Executive under this Agreement other
         than for payment of the compensation set forth in Section 3 hereof
         accrued up to the Date of Termination.

                  9.5.     Cause; Other than for Good Reason. If the Executive's
         employment shall be terminated for Cause during the Employment Period,
         this Agreement shall terminate without further obligations of the
         Company to the Executive under this Agreement other than the payment of
         the compensation set forth in Section 3 hereof accrued up to the Date
         of Termination. If the Executive voluntarily terminates his employment
         during the Employment Period, excluding a termination for Good Reason,
         this Agreement shall terminate without further obligations of the
         Company to the Executive under this

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         Agreement other than the payment of the compensation set forth in
         Section 3 hereof accrued up to the Date of Termination.

         10.      Nonexclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its affiliated
companies and for which the Executive may qualify, nor shall anything herein
limit or otherwise affect such rights as the Executive may have under any
contract or agreement with the Company or any of its affiliated companies.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company or any of its affiliated companies at or subsequent
to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement, except as explicitly
modified by this Agreement.

         11.      Restrictive Covenants.

                  11.1.    During the period that the Executive is employed by
         the Company and, unless the Executive terminates his employment for
         Good Reason or the Company terminates his employment other than for
         Cause, for a period of two (2) years after the Date of Termination
         (hereinafter said two-year period is referred to as the "Restrictive
         Period"), the Executive agrees that the Executive will not (i) own or
         have any interest, directly or indirectly, in, or act as an officer,
         director, employee, consultant, agent or representative of, or assist
         in any way or in any capacity, any Competitor (as such term is
         hereinafter defined); or (ii) directly or indirectly entice, induce or
         in any manner influence any person who is, or shall be, in the service
         of the Company or any of its Affiliates (as such term is hereinafter
         defined) to leave such service for the purpose of owning or having any
         interest, directly or indirectly, in, or being employed by or
         associated with any Competitor. Notwithstanding the foregoing, the
         Executive may beneficially own up to one percent (1%) of any publicly
         traded equity securities of any entity which competes with the Company
         or any of its Affiliates provided such ownership is for investment
         purposes only. As used in this Section 11, the term "Competitor" shall
         include any corporation, partnership, sole proprietorship, joint
         venture, limited liability company, association or other business
         organization (x) that offers at any time during the Restrictive Period
         any product or product category offered at any time during the
         Restrictive Period by the Company and which product or product category
         of the Company exceeds 10% of the gross revenues or 10% of the pre-tax
         earnings of the Company on a consolidated basis during the most recent
         fiscal year of the Company ending prior to the Date of Termination or
         during any other fiscal year of the Company ending during the
         Restrictive Period, and (y) that conducts business in any location
         within the United States of America. As used in this Section 11, the
         term "Affiliates" shall include any entity in which the Company, or any
         entity which owns, directly or indirectly, a majority ownership
         interest in the Company, owns, directly or indirectly, at least a
         majority interest.

                  11.2.    The Executive agrees that all customer, supplier and
         distributor lists, financial data, computer software programs, source
         codes, plans, contracts, agreements, literature, manuals, catalogs,
         brochures, books, records, maps, correspondence and other

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         materials furnished to the Executive by the Company, or any of its
         Affiliates, or secured through the efforts of the Executive, relating
         to the business conducted by the Company or any of its Affiliates, are
         and shall remain the property of the Company, and/or its Affiliates,
         and the Executive agrees to deliver all such materials, including all
         copies thereof, to the Company upon the termination of the Executive's
         employment hereunder, or at any other time at the Company's request.

                  11.3.    The Executive agrees that the Executive will not at
         any time during or after the Executive's employment with the Company
         reveal, divulge or make known to any person, firm or corporation any
         trade secrets or confidential business information relating to the
         business of the Company or any of its Affiliates, and will retain all
         such knowledge and information in trust in a fiduciary capacity for the
         sole benefit of the Company, its Affiliates and their respective
         successors and assigns.

                  11.4.    In the event that any court shall finally hold that
         the time or territory or any other provision of this Section 11
         constitutes an unreasonable restriction against the Executive, the
         Executive agrees that the provisions hereof shall not be rendered void
         but shall apply as to such time, territory and other extent as such
         court may judicially determine or indicate constitutes a reasonable
         restriction under the circumstances involved. The Company and the
         Executive each request that any such court which holds that any of the
         provisions of this Section 11 constitutes an unreasonable restriction
         against the Executive make a determination of what would constitute a
         reasonable restriction under the circumstances involved and to reform
         this Agreement accordingly.

                  11.5.    Except as expressly provided in any other written
         agreement between the Company and the Executive, the provisions of this
         Section 11 shall survive the termination of the term of this Agreement
         and the termination of the Executive's employment with the Company and
         shall run to and inure to the benefit of the Company, its Affiliates
         and their respective successors and assigns.

         12.      General.

                  12.1.    This Agreement supersedes all prior agreements and
         understandings between the Executive and the Company or any of its
         Affiliates or their respective directors, officers, shareholders,
         employees, attorneys, agents or representatives, and constitutes the
         entire Agreement between the parties, respecting the subject matter
         hereof and there are no representations, warranties or commitments
         other than those expressed herein.

                  12.2.    The Executive represents and warrants to the Company
         that the Executive is not a party to or bound by, and the employment of
         the Executive by the Company or the Executive's disclosure of any
         information to the Company or its utilization of such information will
         not violate or breach any, employment, retainer, consulting, license,
         non-competition, non-disclosure, trade secrets or other agreement or
         understanding between the Executive and any other person, partnership,
         corporation, joint venture, association or other entity.

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                  12.3.    No modification or amendment of, or waiver under,
         this Agreement shall be valid unless in writing and signed by the
         Executive and an officer of the Company pursuant to express authority
         granted by the Board of Directors of the Company.

                  12.4.    The Executive agrees to indemnify the Company and its
         Affiliates against, and to hold the Company and its Affiliates harmless
         from, any and all claims, lawsuits, losses, damages, expenses, costs
         and liabilities, including, without limitation, court costs and
         attorneys' fees, which the Company or any of its Affiliates may sustain
         as a result of, or in connection with, either directly or indirectly,
         the Executive's breach or violation of any of the provisions of this
         Agreement; provided, however, that the Executive shall not be liable to
         the Company for any lost profits of the Company resulting from any such
         breaches or violations which are primarily based upon or related to the
         poor performance of any of the duties of the Executive described in
         Section 4 hereof and which do not involve any intentional misconduct or
         malfeasance on the part of the Executive.

                  12.5.    The Company agrees to indemnify the Executive
         against, and to hold the Executive harmless from, any and all claims,
         lawsuits, losses, damages, expenses, costs and liabilities, including,
         without limitation, court costs and attorneys' fees, which the
         Executive may sustain as a result of, or in connection with, either
         directly or indirectly, the Company's breach or violation of any of the
         provisions of this Agreement.

                  12.6.    The Executive hereby agrees that in the event of the
         violation by the Executive of any of the provisions of this Agreement,
         the Company will be entitled, if it so elects, to institute and
         prosecute proceedings at law or in equity to obtain damages with
         respect to such violation or to enforce the specific performance of
         this Agreement by the Executive or to enjoin the Executive from
         engaging in any activity in violation hereof.

                  12.7.    The waiver by the Company or the Executive of a
         breach of any provision of this Agreement by the other shall not
         operate or be construed as a waiver of any subsequent breach.

                  12.8.    Each notice, request, demand, approval or other
         communication which may be or is required to be given under this
         Agreement shall be in writing and shall be deemed to have been properly
         given when delivered personally at the address set forth below for the
         intended party during normal business hours at such address, when sent
         by facsimile or other electronic transmission to the respective
         facsimile transmission numbers of the parties set forth below with
         telephone confirmation of receipt, or when sent by recognized overnight
         courier or by United States registered or certified mail, return
         receipt requested, postage prepaid, addressed as follows:

                           If to the Company:

                           Littelfuse, Inc.
                           800 E. Northwest Highway
                           Des Plaines, Illinois 60016

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                           Attention: The Directors of the Company
                                      (other than the Executive)
                           Facsimile: (847) 824-3865
                           Confirm:   (847) 391-0304

                           If to the Executive:

                           Howard B. Witt
                           93-A Bateman Road
                           Barrington Hills, Illinois 60010
                           Facsimile: _________________
                           Confirm:   (847) 382-5821

         Notices shall be given to such other addressee or address, or both, or
         by way of such other facsimile transmission number, as a particular
         party may from time to time designate by written notice to the other
         party hereto. Each notice, request, demand, approval or other
         communication which is sent in accordance with this Section shall be
         deemed delivered, given and received for all purposes of this Agreement
         as of three business days after the date of deposit thereof for mailing
         in a duly constituted United States post office or branch thereof, one
         business day after deposit with a recognized overnight courier service
         or upon confirmation of receipt of any facsimile transmission. Notice
         given to a party hereto by any other method shall only be deemed to be
         delivered, given and received when actually received in writing by such
         party.

                  12.9.    The Company agrees to reimburse the Executive for up
         to $15,000 for any reasonable attorneys' fees or other expenses
         incurred by the Executive in connection with the negotiation,
         preparation and review of this Agreement.

                  12.10.   This Agreement shall inure to the benefit of and be
         binding upon the Company and the Executive and their respective heirs,
         personal representatives, successors and assigns.

                  12.11.   This Agreement shall be governed by and construed in
         accordance with the laws of the State of Illinois.

                  12.12.   This Agreement may be executed in two or more
         counterparts, all of which taken together shall constitute one and the
         same agreement.

         13.      Retirement. Unless (i) the Employment Period is extended
pursuant to the mutual agreement of the Company and the Executive or (ii) the
Company and the Executive enter into a new employment agreement having an
employment term beyond December 31, 2004, if the Executive remains an employee
of the Company pursuant to this Agreement up to and including December 31, 2004,
then the Executive shall be deemed to have retired as an employee of the Company
as of December 31, 2004, and the Executive agrees to resign all of his officer
positions with the Company as of December 31, 2004, and, if requested by the
Board of Directors of the

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Company, to resign as a director of the Corporation as of December 31, 2004, or
such later date as the Board of Directors of the Company may specify.

         14.      Post-Employment Benefits.

                  14.1.    Consulting Agreement. Provided the Executive remains
         as an employee of the Company under this Agreement up to and including
         December 31, 2004, and provided a Change of Control (as such term is
         defined in that certain Change of Control Employment Agreement dated of
         even date herewith between the Company and the Executive) has not
         occurred on or prior to December 31, 2004, the Company and the
         Executive agree to enter into a Consulting Agreement in the form which
         is attached hereto as Exhibit A.

                  14.2.    Stock Option, Medical, Life Insurance and Financial
         Planning Benefits. Provided the employment of the Executive with the
         Company is not terminated by the Company for Cause or by the Executive
         without Good Reason prior to January 1, 2005, upon any other
         termination of the employment of the Executive with the Company: (i)
         the Company shall amend any documents which govern any unexercised
         stock options which were held by the Executive immediately prior to any
         such other termination of employment to provide that all such
         unexercised stock options, to the extent not then exercisable, shall
         become immediately exercisable and not forfeited as a result of such
         termination of employment, and that all such unexercised stock options
         shall continue to be exercisable by the Executive during the period of
         time from the date of such termination of employment to and including
         the earlier to occur of the respective dates on which such stock
         options terminate in accordance with the terms of their grant or the
         third anniversary of any such termination of employment; and (ii)
         during the ten-year period following the date of any such other
         termination of employment, the Company shall provide the Executive and
         his spouse with substantially the same medical, life insurance, and tax
         and financial planning services benefits which were being provided by
         the Company to the Executive and his spouse immediately prior to such
         termination of employment.

                  14.3.    Common Stock Transactions. The Company agrees to
         consider (but shall not be obligated to accept) any reasonable
         proposals made by the Executive to (i) repurchase some or all of the
         shares of common stock of the Company owned by the Executive or (ii)
         subject to compliance with applicable law, allow the Executive to repay
         with shares of the common stock of the Company, in whole or in part,
         any outstanding loans made by the Company to the Executive under the
         Littelfuse Executive Loan Program.

         15.      Replacement of Existing Employment Agreement. This Agreement
replaces and supercedes that certain Employment Agreement dated as of November
2, 2001, by and between the Company and the Executive.

                                      -11-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the day and year first above written.

LITTELFUSE, INC.                                             EXECUTIVE:

By  Kenneth R. Audino                                  /s/ Howard B. Witt
    --------------------------                         -------------------------
Its Vice President, O/D & TQM                              Howard B. Witt

                                      -12-
<PAGE>

                                    EXHIBIT A

                              CONSULTING AGREEMENT

         THIS AGREEMENT is made and entered into as of the 1st day of January,
2005, by and between LITTELFUSE, INC., a Delaware corporation (the "Company"),
and HOWARD B. WITT (the "Consultant");

                              W I T N E S S E T H:

         WHEREAS, the Company wishes to retain the services of the Consultant in
connection with its business, all upon the terms and conditions hereinafter set
forth;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereto hereby agree as follows:

         1.       Consulting Period. The Company agrees to retain the consulting
services of the Consultant, and the Consultant agrees to render such consulting
services to the Company, subject to the terms and conditions of this Agreement,
for the period beginning January 1, 2005, and ending on December 31, 2006 (the
"Consulting Period").

         2.       Consulting Services. During the Consulting Period, the
Consultant agrees to provide such consulting services 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 the Consultant be required to work more than 40
hours during any calendar month.

         3.       Compensation. During the Consulting Period, the Company agrees
to pay the Consultant monthly an amount equal to one-half of the monthly salary
payable by the Company to the Consultant during his last month of full-time
employment with the Company as compensation for any consulting services rendered
by the Consultant hereunder.

         4.       Serving as a Director. During the Consulting Period, the
Consultant agrees, if requested by the Board of Directors of the Company and
elected by the stockholders of the Company, to serve as a director of the
Company. If the Consultant is elected as a director of the Company, in addition
to the compensation provided for in Section 3 hereof, the Consultant will be
paid for his services as a director the compensation paid to the other
non-employee directors of the Company for their services as directors of the
Company

         5.       Termination.

         5.1.     The Company may terminate this Agreement at any time during
the Consulting Period upon written notice to the Consultant in the event that
the Consultant (i) willfully and continually fails to perform the consulting
services provided for in this Agreement (other than any such failure resulting
from incapacity due to physical or mental illness) and such failure is not cured
within twenty days to the reasonable satisfaction of the Board of Directors of
the Company; (ii) refuses to serve as a director of the Company if requested to
do so by the Board of Directors of the

<PAGE>

Company; or (iii) engages in any illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Company.

         5.2.     In the event the Company terminates this Agreement pursuant to
Section 5.1 hereof: (i) the Company shall pay to the Consultant the compensation
provided for in Section 3 hereof accrued up to the date of such termination and
shall have no further obligation to pay the Consultant any other compensation
under this Agreement for consulting services with respect to any period before
or after the date of such termination; and (ii) if requested by the Board of
Directors of the Company, the Consultant will resign as a director of the
Company.

         6.       Working Facilities. During the Consulting Period, the
Consultant shall be furnished with office space, furnishings, secretarial
assistance and such other facilities and services as the President or the Board
of Directors of the Company shall decide are reasonably necessary for the
performance of the Consultant's consultant services hereunder; provided,
however, that the Company agrees that, so long as Mary Muchoney is reasonably
available for this purpose, the Consultant shall be afforded the part-time
administrative and secretarial services of Mary Muchoney during the Consulting
Period.

         7.       Expenses. During the Consulting Period, the Company will
reimburse the Consultant for such reasonable business expenses which are
incurred by the Consultant in performing his duties hereunder upon the
presentation by the Consultant from time to time (and at least monthly) of an
itemized account of such expenditures containing such detail as may be
reasonably required by the President or the Board of Directors of the Company.

         8.       Independent Contractor. The Consultant shall be and remain an
independent contractor during the Consulting Period and shall not be deemed to
be an employee of the Company for any purpose whatsoever and shall not have, nor
shall the Consultant hold the Consultant out as having, any right, power or
authority to create any contract or obligation, either express or implied, on
behalf of, in the name, or binding upon the Company, unless the Company shall
consent thereto in writing.

         9.       Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.

         10.      Notices. Each notice, request, demand, approval or other
communication which may be or is required to be given under this Agreement shall
be in writing and shall be deemed to have been properly given when delivered
personally at the address set forth below for the intended party during normal
business hours at such address, when sent by facsimile transmission to the
respective facsimile transmission numbers of the parties set forth below with
telephone confirmation of receipt, or when sent by recognized overnight courier
or by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:

                                      -2-
<PAGE>

                  If to the Company:

                  Littelfuse, Inc.
                  800 E. Northwest Highway
                  Des Plaines, Illinois 60016
                  Attention: President
                  Facsimile: (847) 824-3865
                  Confirm:   (847) 391-0304

                  If to the Consultant:

                  Howard B. Witt
                  93-A Bateman Road
                  Barrington Hills, Illinois 60010
                  Facsimile: _________________
                  Confirm:   (847) 382-5821

Notices shall be given to such other addressee or address, or both, or by way of
such other facsimile transmission number, as a particular party may from time to
time designate by written notice to the other parties hereto. Each notice,
request, demand, approval or other communication which is sent in accordance
with this Section shall be deemed delivered, given and received for all purposes
of this Agreement as of two business days after the date of deposit thereof for
mailing in a duly constituted United States post office or branch thereof, one
business day after deposit with a recognized overnight courier service or upon
confirmation of receipt of any facsimile transmission. Notice given to a party
hereto by any other method shall only be deemed to be delivered, given and
received when actually received in writing by such party.

         11.      Retirement. The Company and the Consultant agree that the
Consultant shall be deemed to have retired as an employee of the Company for all
purposes on the day preceding the date of this Agreement.

         12.      Indemnification. Each party hereto agrees to indemnify the
other party hereto against, and to hold it or him harmless from, any and all
claims, lawsuits, losses, damages, expenses, costs and liabilities, including,
without limitation, court costs and attorneys' fees, which the other party may
sustain as a result of, or in connection with, either directly or indirectly,
the other party's breach or violation of any of the provisions of this
Agreement.

         13.      Entire Agreement. This Agreement supersedes all prior
agreements and understandings of, and constitutes the entire agreement between,
the parties hereto with respect to the subject matter hereof and no modification
or amendment of, or waiver under, this Agreement shall be valid unless in
writing and signed by the Consultant and an officer of the Company pursuant to
express authority granted by the Board of Directors of the Company.

                                      -3-
<PAGE>

         14.      Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one and the same
agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement as of the day and year first above written.

LITTELFUSE, INC.

By  Kenneth R. Audino                                         /s/ Howard B. Witt
    ----------------------------                              ------------------
Its Vice President, O/D & TQM                                 Howard B. Witt

                                      -4-