Littelfuse, Inc.
Audit Committee Charter
Revised February 2, 2007


Organization
The audit committee is a committee of the board of directors, which shall be comprised of at least three directors who are independent (as such term is defined under the applicable federal securities laws and the rules and regulations of any national securities exchange or national market system upon which the Company’s common stock is traded) of the management of the Company and are free of any relationship that, in the opinion of the board of directors, would interfere with their exercise of independent judgment as committee members. The audit committee members shall also meet all of the other qualifications required for audit committee members from time to time by applicable federal securities laws and the rules and regulations of any national securities exchange or national market system upon which the Company’s common stock is traded.

Statement of Policy and Purpose
The audit committee shall provide assistance to the directors in fulfilling their responsibility to the shareholders, potential shareholders and the investment community relating to the oversight of the accounting and reporting practices of the Company, the audits of the financial statements of the Company, and the quality and integrity of the financial reports of the Company. In so doing, it is the responsibility of the audit committee to maintain free and open communication between the directors, the independent auditors, the internal auditor and the financial management of the Company.

Meetings
The audit committee shall meet as often as may be deemed necessary or appropriate, generally at least four times annually, or more frequently as circumstances dictate. The audit committee may ask members of management, the internal auditor, the independent auditors or others to attend meetings and provide pertinent information as necessary or desirable.

Responsibilities
The audit committee, in its capacity as a committee of the board of directors, shall be directly responsible for the appointment, compensation, retention and oversight of the work of any accounting firm engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and each such accounting firm must report directly to the audit committee. The audit committee believes its policies and procedures should remain flexible in order to best react to changing conditions and to ensure to the directors and shareholders that the accounting and reporting practices of the Company are in accordance with all requirements and are of the highest quality. In carrying out these responsibilities, the audit committee shall:

• Retain the independent auditors to audit the Company’s financial statements. Have a clear understanding with the independent auditors that they are to report directly to the audit committee, who have ultimate authority to engage, evaluate and, if appropriate, terminate their services.
• Meet with the independent auditors and financial management of the Company to review the scope of the proposed audit for the current year and the audit procedures to be utilized, pre-approve all audit, review or attest engagements and permissible non-audit services to be provided to the Company by the independent auditors, and to approve the fees of the independent auditors for such services; provided, however, that in no event shall the audit committee have the authority to preapprove any non-audit services which may not be performed by the independent auditors for the Company or its subsidiaries under applicable law. At the conclusion of the audit, review the findings, comments and recommendations of the independent auditors.
• Have the authority to delegate to one or more members of the audit committee the authority to grant pre-approvals of any audit, review or attest engagements and permissible non-audit services to be performed by the independent auditors. Any member to whom such pre-approval authority is delegated shall advise the audit committee at each of its scheduled meetings of any such pre-approvals by such member since the last meeting of the audit committee.
• Have the authority to establish pre-approval policies and procedures with respect to audit, review and attest engagements and permissible non-audit services provided the policies and procedures are detailed as to the particular service and the audit committee is informed of each service and such policies and procedures do not include delegation of the audit committees responsibilities under the Securities Exchange Act of 1934 to management.
• Review with the independent auditors, the internal auditor and financial management the adequacy and effectiveness of the accounting and financial controls and procedures of the Company, and elicit any recommendations for the improvement of such controls or procedures or particular areas where new or more detailed controls or procedures are desirable. Review management’s internal control report prior to its inclusion in the Company’s annual report, which addresses the effectiveness of the Company’s internal controls and procedures for purposes of financial reporting.
• Review any legal or regulatory matters that may have a material effect on the financial statements of the Company or related Company compliance policies.
• Inquire of management, the internal auditor and the independent auditors about significant risks or exposures and assess the steps management has taken to minimize such risks to the Company.
• Prior to any public disclosure thereof or filing with the Securities and Exchange Commission, review and discuss with management, the internal auditor and/or the independent auditors (or otherwise have the opportunity to comment on) any quarterly, annual or other financial statements of the Company or any earnings release or guidance or other financial information relating thereto.
• Review any and all reports issued by the independent auditors with respect to the Company’s financial statements and accounting policies.
• Review with financial management and the independent auditors the results of their timely analysis of significant financial reporting issues and practices. Also review with financial management, the internal auditor and the independent auditors their qualitative judgments about the appropriateness, not just acceptability, of accounting principles and financial disclosure practices used or proposed to be used, and particularly, the degree of aggressiveness or conservatism of the organization’s accounting principles and underlying estimates.
• Review any significant changes to the Company’s accounting principles and practices proposed by the independent auditors, the internal auditor or management.
• Review the scope and results of internal audits and evaluate the performance of the internal auditor.
• Provide sufficient opportunity for the independent auditors and the internal auditor to meet with the members of the audit committee without members of management present. Among the items to be discussed in these meetings are the internal auditor and the independent auditors’ evaluation of the Company’s financial and accounting personnel, and the cooperation that the independent internal auditor and the auditors received during the course of audit.
• Review accounting and financial personnel and succession planning within the Company.
• Report the results of the annual audit to the board of directors.
• Review the nature and scope of non-audit services provided to the Company by the independent auditors and consider the potential effects of these other relationships on the auditors’ independence. Obtain annually from the independent auditors a formal written statement delineating all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard 1, and actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors and take, or recommending that the full board take, appropriate action to oversee the independence of the independent auditors.
• Submit the minutes of all meetings of the audit committee to, or discuss the matters discussed at each committee meeting with, the board of directors.
• Investigate any matter brought to its attention within the scope of its duties.
• Establish procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
• Have the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties.
• Determine
  • (i) the compensation payable to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
  • (ii) compensation payable to any advisers employed by the audit committee; and
  • (iii) the ordinary administrative expenses of the audit committee that are necessary or appropriate in carrying out its duties.
• Prepare the audit committee report required to be included in the Company’s annual proxy statement.
• Have such meetings with management, the independent auditors and the internal auditor as the audit committee deems appropriate to discuss the concept and design of the Company’s information and reporting systems and internal controls and procedures and the steps management has taken to address significant issues concerning those matters.
• At least annually, evaluate the performance of the audit committee, review and reassess this Charter and, if appropriate, recommend changes to the board of directors.

Qualified Legal Compliance Committee
The audit committee has been designated by the board of directors as the “qualified legal compliance committee” pursuant to Section 307 of the Sarbanes-Oxley Act and the rules promulgated thereunder by the Securities and Exchange Commission and, as such, shall have the authority and responsibility:

• (i) to inform the chief legal officer and chief executive officer (or the equivalents thereof) of the Company of any report of evidence of (a) a material violation of any federal or state securities laws, (b) a material breach of a fiduciary duty arising under any federal or state laws or (c) a similar material violation of any federal or state law by the Company or any of its officers, directors, employees or agents (a “material violation”);
• (ii) to determine whether an investigation is necessary regarding any report of evidence of a material violation by the Company, its officers, directors, employees or agents and, if it determines an investigation is necessary or appropriate, to:
• (A) Notify the board of directors;
• (B) Initiate an investigation, which may be conducted either by the chief legal officer (or the equivalent thereof) of the Company or by outside attorneys; and
• (C) Retain such additional expert personnel as the audit committee deems necessary; and
• (iii) At the conclusion of any such investigation, to:
• (A) Recommend, by majority vote, that the Company implement an appropriate response to evidence of a material violation; and
• (B) Inform the chief legal officer and the chief executive officer (or the equivalents thereof) and the board of directors of the Company of the results of any such investigation and the appropriate remedial measures to be adopted; and
• (iv) Acting by majority vote, to take all other appropriate action, including the authority to notify the Securities and Exchange Commission in the event that the Company fails in any material respect to implement an appropriate response that the audit committee, as the “qualified legal compliance committee,” has recommended the Company to take. The audit committee is responsible for the duties set forth in this Charter but is not responsible for either preparation of the financial statements or auditing of the financial statements. Management has the responsibility for preparing the financial statements and implementing internal controls, and the independent auditors have the responsibility for auditing the financial statements and monitoring the effectiveness of the internal controls. The review of the financial statements by the audit committee is not of the same quality as the audit performed by the independent auditors.