LITTELFUSE, INC.
CODE OF CONDUCT
Littelfuse, Inc. (the "Company") is committed to conducting its business with integrity providing quality products and services to its customers and suppliers and serving the mutual interests of its associates and stockholders, and the communities in which the Company does business.

The following constitutes a Code of Conduct to be followed by all directors, officers and associates of the Company:

The Company expects all of its directors, officers and associates to conduct the Company's business applying accepted professional standards of conduct, strictly observing all laws and following only the highest business practices in any area of the world that the Company conducts its business.

Each director, officer and associate of the Company shall:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

• Provide the Board of Directors of the Company with information that is accurate, complete, timely and understandable.
  
  
• Comply with all laws, rules and regulations of federal, state and local governments and regulatory agencies.
  
  
• Act in good faith with due care, competence and diligence, without allowing his or her independent judgment or conduct to be improperly influenced.
  
  
• Proactively promote ethical behavior within the Company.
  
  
• Promote responsible use of and control over all Company assets and resources.
  
  
• Provide full, fair, accurate, timely and understandable information in all reports and documents filed with, or submitted to, the Securities and Exchange Commission or any other governmental entity and in any other public communication made by the Company.

In addition, the Company expects its directors, officers and associates to fully comply with the following specific standards.

CONFLICTS OF INTEREST

The Company requires that all of its directors, officers and associates avoid any situations which may involve an actual or perceived conflict between their personal interest and the interest of the Company. Each director, officer and associate has a continuing obligation to promote the Company's best interests at all times and to avoid the use of his or her position with the Company for personal gain.

A conflict of interest may exist whenever a director, officer or associate, or any member of their immediate family, enters into a financial or business transaction or activity, directly or indirectly, with the Company or with a customer, supplier, competitor or other person or business which has any business dealings with the Company when the transaction or activity is such that:

• It might affect or create the appearance of affecting the person's judgment or decisions exercised on behalf of the Company; or
  
  
• It might otherwise create an appearance of impropriety and invite public criticism.
  
  

BUSINESS PRACTICES

Directors, officers and associates of the Company will respect the laws, customs and tradition of each country in which they operate, but at the same time will not engage in any act or course of conduct which, even if legal, customary and accepted in any such country, could be deemed to be in violation of the accepted business conduct of the Company or the laws of the United States relating to business conduct.

ANTITRUST

The restraint of trade is illegal under antitrust law. Agreements with competitors to control or fix prices or to boycott customers of suppliers are prohibited. Agreements with competitors to allocate territories, markets or products are prohibited. Also, agreements with competitors to control the flow of products are prohibited.

GIFTS AND GRATUITIES

No director, officer or associate of the Company, regardless of position, may solicit or accept any money, gifts of other than nominal value, unusual hospitality, loans (except from lending institutions), or any other preferential treatment from any supplier, customer or competitor of the Company. Whether a gift is "other than nominal value" or whether particular hospitality is "unusual" shall be determined by the Chief Executive Officer. The Company prohibits the offering, giving, soliciting or receiving of any form of bribe or kickback.

WE ARE ALL RESPONSIBLE FOR THE COMPANY'S BEHAVIOR

The Company strengthens its competitive position by maintaining high professional standards. This Code of Conduct, and the people who support it, provides a framework within which the directors, officers and associates of the Company can help maintain personal and corporate pride and integrity.

FINANCIAL INFORMATION COMMUNICATIONS -- COMPLIANCE WITH SEC REGULATION FD

No director, officer or associate shall provide either orally or in writing any financial, business or other material information regarding the Company to its stockholders, the news media or any securities analyst, broker-dealer or other person or entity involved in the financial or securities industries without first obtaining the prior approval of either the Chief Executive Officer or Chief Financial Officer of the Company.

REPORTING

Any violation of this Code of Conduct should be promptly reported to any supervisor, the Human Resources Department, any officer of the Company, the General Counsel, the Chairman of the Audit Committee of the Board of Directors, or anonymously to the Help Line. An associate's adherence to this Code of Conduct is a condition of continued employment. You may always call the Help Line to report any violation or potential violation, or with any questions regarding this Code.

ENFORCEMENT

This Code of Conduct shall be enforced by the Chief Executive Officer of the Company or, in case of violations of this Code of Conduct by the Chief Executive Officer or any other executive officer or director of the Company, by the Board of Directors of the Company. The Chief Executive Officer (or the Board of Directors in the case of any violations by the Chief Executive Officer or any other executive officer or director of the Company) shall make all decisions concerning whether a violation of this Code of Conduct has occurred and what penalty shall be imposed respecting such violation.

PENALTIES

Violations of this Code of Conduct may subject a person to disciplinary action ranging from a reprimand to dismissal and possible criminal prosecution.

WAIVERS

The Chief Executive Officer of the Company may grant waivers of any of the provisions of this Code of Conduct if he deems such waiver to be appropriate under the circumstances; provided, however, that any waiver of this Code of Conduct for any director or executive officer of the Company must be approved by the Board of Directors of the Company.

AMENDMENTS

The Board of Directors reserves the right to amend any of the provisions of this Code of Conduct in its sole discretion.