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                                                                    EXHIBIT 10.2

                                 STOCK PLAN FOR
                        NEW DIRECTORS OF LITTELFUSE, INC.

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

          2.    Scope and Duration.

                    a. Awards under the Plan may be granted as incentive stock
         options ("incentive stock options"), as provided in Section 422 of the
         Internal Revenue Code of 1986, as amended (the "Code"), and
         non-qualified stock options ("non-qualified options"; the term
         "options" includes incentive stock options and non-qualified options).

                    b. The maximum aggregate number of shares of common stock of
         the Corporation (the "Common Stock") as to which awards of options may
         be made from time to time under the Plan is the lesser of: (i) 1% of
         the number of outstanding shares of Common Stock, (ii) the number of
         shares representing 1% of the voting power of the Common Stock
         outstanding; or (iii) 25,000 shares. Shares issued pursuant to this
         Plan may be in whole or in part, as the Board of Directors of the
         Corporation (the "Board of Directors") shall from time to time
         determine, authorized but unissued shares or issued shares reacquired
         by the Corporation. The maximum aggregate number of shares of Common
         Stock as to which awards of options may be made to any one individual
         during any calendar year shall be 25,000. If for any reason any shares
         as to which an option has been granted cease to be subject to purchase
         thereunder, or to the extent that any awards under the Plan denominated
         in shares are paid or settled in cash or are surrendered upon the
         exercise of an option, then (unless the Plan shall have been
         terminated) such shares, and any shares surrendered to the Corporation
         upon such exercise, shall become available for subsequent awards under
         the Plan; provided, however, that shares surrendered by the Corporation
         upon the exercise of an incentive stock option shall not be available
         for subsequent award of additional stock options under the Plan.

                    c. No incentive stock option shall be granted hereunder
         after June 10, 2012.

          3.    Administration.

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



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

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

                            (2) to designate options as incentive stock options
                  or non-qualified options;

                            (3) to interpret the Plan;

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

                            (5) to determine the terms and provisions of the
                  options (which need not be identical) entered into in
                  connection with awards under the Plan;

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

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

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

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

                            (3) approve the election of the Participant to
                  receive cash in whole or in part in settlement of any award
                  under the Plan.

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

                    c. The Committee may delegate to one or more of its members
         or to one or more agents such administrative duties as it may deem
         advisable, and the Committee or


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

          4.    Eligibility. Persons eligible to participate in this Plan shall
include all Eligible Directors.

          5.    Option Price.

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

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

                            (2) if the Common Stock is not Duly Listed, the fair
                  market value of the Common Stock for the date on which the
                  option is granted, as determined by the Committee in good
                  faith. Such price shall be subject to adjustment as provided
                  in paragraph 11.

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

                    b. The purchase price of the shares as to which an option is
         exercised shall be paid in full at the time of exercise; payment may be
         made in cash, which may be paid by check or other instrument acceptable
         to the Corporation, or, if permitted by the Committee, in shares of the
         Common Stock, valued at the closing price of the Common




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

          6. Term of Options. The term of each incentive stock option granted
under the Plan shall be such period of time as the Committee shall determine,
but not more than ten years from the date of grant, subject to earlier
termination as provided in paragraphs 9 and 10. The term of each non-qualified
option granted under the Plan to Eligible Directors shall be such period of time
as the Committee shall determine, subject to earlier termination as provided in
paragraphs 9 and 10.

          7.    Exercise of Options.

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

                    b. Subject to the provisions of the Plan and unless
         otherwise provided in the option agreement, an option granted under the
         Plan shall become exercisable in full at the earliest of the
         Participant's death, Eligible Retirement (as defined below), Total
         Disability, or a Change in Control (as defined in paragraph 10). For
         purposes of this Plan, the term "Eligible Retirement" shall mean the
         date upon which an Eligible Director, having attained the age of not
         less than sixty-two, terminates his or her service as a director of the
         Corporation.

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

                    d. Subject to the provisions of paragraphs 9 and 10, in the
         case of incentive stock options, no option may be exercised at any time
         unless the holder thereof is then an Eligible Director.


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

          8.    Non-Transferability of Options; Holding Periods for Eligible
Directors.

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

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

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

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

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

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

                    c. Notwithstanding the foregoing and anything else contained
         in the Plan to the contrary, up to 25% of the number of non-qualified
         options (said percentage to be calculated using as the nominator the
         sum of the amount of outstanding and unexercised non-qualified options
         proposed to be transferred plus the number of non-qualified options
         previously transferred by said Participant within the previous four
         years and using as the denominator the aggregate number of
         non-qualified options granted to said Participant within the previous
         four years) may be transferred (but only on a gift basis) by a
         Participant to an immediate family member of the Participant or a trust
         which has as beneficiaries at the time of transfer only the Participant
         and/or immediate family members of the Participant. As used herein, the
         term "immediate family members" shall mean the spouse of the
         Participant, children of the Participant and their spouses,
         grandchildren of the Participant and their spouses and
         great-grandchildren of the Participant and their spouses (hereinafter
         referred to as a "Permitted Transferee"). All transferred non-qualified
         options shall remain subject to all of the provisions of the Plan and
         any agreement between the Participant and the Corporation pertaining
         thereto, including, without limitation, all vesting, termination and
         forfeiture provisions, and the rights and obligations of a transferee
         with respect to a non-qualified option transferred thereto shall be
         determined pursuant to the provisions of the Plan and any such
         agreement as if the Participant remained the holder thereof. In no
         event shall any transferee of a transferred




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         non-qualified option be entitled to transfer such non-qualified option
         except pursuant to the laws of descent and distribution. Any transfer
         of non-qualified options made pursuant to this subsection (c) must be
         made pursuant to legal documentation provided by the Corporation, which
         legal documentation may contain such terms and conditions as the
         Corporation, in its discretion, deems appropriate, and shall be subject
         to verification by the Corporation or its legal counsel that the
         proposed transferee is a Permitted Transferee. Notwithstanding the
         foregoing, the Committee, in its absolute discretion, may restrict or
         deny the transfer of non-qualified options with respect to one or more
         Participants.

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

         Any option, or any rules and regulations relating to the Plan, may
contain such provisions as the Committee shall approve with reference to the
determination of the date service as a director terminates and the effect of
leaves of absence. Any such rules and regulations with reference to any option
agreement shall be consistent with the provisions of the Code and any applicable
rules and regulations thereunder. Nothing in the Plan or in any award granted
pursuant to the Plan shall confer upon any Participant any right to continue in
the 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
service at any time.

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

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

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

For purposes of this paragraph 10, "Total Disability" is defined as the
permanent inability of a Participant, as a result of accident or sickness, to
perform any and every duty pertaining to such Participant's serving as a
director of the Corporation.



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

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

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

                    c. the liquidation of the Corporation;

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

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

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

         11. Adjustments Upon Changes in Capitalization, etc. Notwithstanding
any other provision of the Plan, the Committee may at any time make or provide
for such adjustments to the Plan, to the number and class of shares available
thereunder or to any outstanding options as it shall deem appropriate to prevent
dilution or enlargement of rights, including adjustments in the event of
distributions to holders of Common Stock other than a normal cash dividend,



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changes in the outstanding Common Stock by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations, or exchanges of
shares, separations, reorganizations, liquidations, and the like. In the event
of any offer to holders of Common Stock generally relating to the acquisition of
their shares, the Committee may make such adjustment as it deems equitable in
respect of outstanding options, rights, and restricted units including in the
Committee's discretion revision of outstanding options so that they may be
exercisable for or payable in the consideration payable in the acquisition
transaction. Any such determination by the Committee shall be conclusive. No
adjustment shall be made in the minimum number of shares with respect to which
an option may be exercised at any time. Any fractional shares resulting from
such adjustments to options shall be eliminated.

         12. Effective Date. The Plan as theretofore amended shall become
effective as of June 10, 2002. The Committee may, in its discretion, grant
awards under the Plan, the grant, exercise, or payment of which shall be
expressly subject to the conditions that, to the extent required at the time of
grant, exercise, or payment,

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

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

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

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

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

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



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