LITTELFUSE INC /DE
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>c97613exv10w4.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
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                                                                    EXHIBIT 10.4




                      LITTELFUSE DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


                                    ARTICLE I

                               PURPOSE OF THE PLAN

         The purpose of the Littelfuse Deferred Compensation Plan for
Non-employee Directors (the "Plan") is to promote the ownership by non-employee
directors of Littelfuse, Inc., a Delaware corporation (the "Company"), of shares
of common stock, $.01 par value, of the Company (the "Company Common Stock"), by
allowing them to elect to receive shares of the Company Common Stock in lieu of
their receiving some or all of the cash compensation which they would otherwise
be entitled to receive as payment for their services as directors of the
Company. The Company believes that ownership of the Company Common Stock by its
non-employee directors aligns the interests of such non-employee directors more
closely with the interests of the stockholders of the Company and that the Plan
will also assist the Company in attracting and retaining highly qualified
persons to serve as non-employee directors of the Company.


                                   ARTICLE II

                         ELECTIONS BY ELIGIBLE DIRECTORS


                                   ARTICLE II

                         ELECTIONS BY ELIGIBLE DIRECTORS

         Section 2.1. Eligibility. Any person who is serving as a director of
the Company and who is not an employee of the Company or any of its subsidiaries
shall be eligible to participate under the Plan (hereinafter referred to
individually as an "Eligible Director" and collectively as the "Eligible
Directors").

         Section 2.2. Compensation. As used herein, the term "Compensation"
shall mean any and all fees and retainers payable in cash to an Eligible
Director by the Company for his or her services as a director, including,
without limitation, his or her annual retainer and meeting fees. A Director
shall be deemed to have earned one-fourth of his or her annual retainer fee on
the date of each of the four regularly scheduled Board of Directors meetings,
whether or not he or she attends such meeting.



<PAGE>

         Section 2.3. Compensation Deferral for 1995. Not later than June 30,
1995, an Eligible Director may, by filing a written election with the Secretary
of the Company, direct the Company (a) to defer some or all of his or her
Compensation for 1995 which has not theretofore been earned by such Eligible
Director in such amount or percentage as specified by such Eligible Director and
(b) to credit the amount of such deferral to an account maintained on the books
of the Company for such Eligible Director (the "Deferred Compensation Account"),
such credit to be made as of the date that such Compensation is deemed to have
been earned by such Eligible Director.

         Section 2.4. Compensation Deferral for 1996. Not later than June 30,
1995, an Eligible Director may, by filing a written election with the Secretary
of the Company, direct the Company (a) to defer some or all of his or her
Compensation for 1996 in such amount or percentage as specified by such Eligible
Director and (b) to credit the amount of such deferral to such Eligible
Director's Deferred Compensation Account, such credit to be made as of the date
that such Compensation is deemed to have been earned by such Eligible Director.

         Section 2.5. Compensation Deferral for 1997 and Later Years. An
Eligible Director may, by filing a written election with the Secretary of the
Company from time to time, direct the Company (a) to defer some or all of his or
her Compensation which is payable to him or her on or after January 1, 1997, in
such amount or percentage as specified by such Eligible Director and (b) to
credit the amount of such deferral to such Eligible Director's Deferred
Compensation Account, such credit to be made as of the date that such
Compensation is deemed to have been earned by such Eligible Director; provided,
however, that no such elections shall be permitted or made after December 31,
2004, which will cause the Plan to fail to meet, or be deemed to be operated not
in accordance with, the requirements of Section 409A(a)(4)of the Internal
Revenue Code of 1986, as amended (the "Code").

         Section 2.6. Interest. The Company shall credit the Deferred
Compensation Account for each Eligible Director with interest at the rate of
eight percent (8%) per annum on the balance of the Deferred Compensation Account
from time to time, such credit to be made on a monthly basis.

         Section 2.7. Elections. Once an election by an Eligible Director to
defer some or all of his or her Compensation becomes effective pursuant to this
Article, such election shall remain in effect until written notice terminating
or amending said election is delivered by said Eligible Director to the
Secretary of the Company; provided, however, that no such elections shall be
permitted or made after December 31, 2004, which will cause the Plan to fail to
meet, or be deemed to be operated not in accordance with, the requirements of
Section 409A(a)(4)of the Internal Revenue Code of 1986, as amended (the "Code").

         Section 2.8. Maximum Number of Shares.  The maximum number of shares of
Company Common Stock which may be issued pursuant to the Plan shall be 160,000
shares.




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                                   ARTICLE III

                   ESTABLISHMENT OF AND CONTRIBUTIONS TO TRUST

         Section 3.1. Establishment of Trust. The Company shall establish a
trust (the "Trust") with an independent third party trustee approved by the
Board of Directors of the Company (the "Trustee") pursuant to a trust agreement
approved by the Board of Directors of the Company (the "Trust Agreement") for
the purpose of holding shares of the Company Common Stock for the benefit of the
Eligible Directors.

         Section 3.2. Establishment of Trust Accounts. The Trustee shall
establish a separate account under the Trust (a "Trust Account" and,
collectively with all other Trust Accounts, the "Trust Fund") for any Eligible
Director who elects to defer Compensation pursuant to the Plan.

         Section 3.3. Contribution of Shares to Trust Accounts. Commencing on
May 16, 2005, and continuing on each business day which is closest to each
subsequent August 15, November 15, February 15 and May 15 during the term of the
Plan, the Company shall issue in the name of the Trustee and deliver to the
Trustee stock certificates representing that number of shares of Company Common
Stock which is equal to the balance of the Eligible Director's Deferred
Compensation Account on the Valuation Date divided by the Current Market Price;
provided, however, that no fractional shares shall be issued. The Company shall
reduce such Eligible Director's Deferred Compensation Account by the amount
thereof which was used to purchase said shares of Company Common Stock and the
Trustee shall credit the Trust Account of such Eligible Director with such
number of shares of Company Common Stock. As used herein, the term "Valuation
Date" with respect to each such issuance of shares shall mean the date the
Company issues said shares and the term "Current Market Price" with respect to
each such issuance of shares shall mean the average of the closing prices for
shares of the Company Common Stock on The Nasdaq Stock Market on the five days
immediately preceding the Valuation Date upon which shares of the Company Common
Stock were traded on The Nasdaq Stock Market.

         Section 3.4. Dividends and Distributions. All dividends payable in cash
with respect to any shares of Company Common Stock held in the Trust for the
benefit of an Eligible Director which are received by the Trustee shall be
reinvested by the Trustee in shares of Company Common Stock, either pursuant to
purchases from the Company or from third parties, credited to the Trust Account
of such Eligible Director and held by the Trustee for the benefit of such
Eligible Director and distributed to such Eligible Director pursuant to Article
IV hereof. All non-cash dividends or other distributions with respect to any
shares of Company Common Stock held in the Trust for the benefit of an Eligible
Director which are received by the Trustee, or any shares of stock or other
securities of another entity into which such shares of Company Common Stock
shall be converted or exchanged pursuant to a merger, consolidation, exchange
offer or other transaction which are received by the Trustee, shall be credited
to such Eligible Director's Trust Account and held by the Trustee for the
benefit of such Eligible Director and distributed to such Eligible Director
pursuant to Article IV hereof.



                                      -3-

<PAGE>

         Section 3.5. Voting of Shares. All shares of Company Common Stock or
other voting securities credited to an Eligible Director's Trust Account shall
be voted by and in the discretion of the Trustee.

         Section 3.6. Trustee's Fees. All fees and expenses of the Trustee under
the Trust Agreement shall be paid by the Company.

         Section 3.7. Vesting. Except as otherwise provided in Article V hereof,
the interests of the Eligible Directors in their respective Deferred
Compensation Accounts and Trust Accounts shall at all times be fully vested and
non-forfeitable.


                                   ARTICLE IV

                            DISTRIBUTION OF ACCOUNTS

         Section 4.1. Time of Distributions. Distributions of any amounts or
assets credited to an Eligible Director's Deferred Compensation Account and
Trust Account shall commence or be made in the manner described in Section 4.2
hereof within ten (10) days after the date of the Eligible Director' termination
of service as a director of the Company on account of resignation, removal,
replacement, retirement, death or otherwise; provided, however, that such
Eligible Director must abstain from voting on or with respect to, and may not
otherwise participate in, any such determination and, provided further, that no
distribution shall be permitted or made if such distribution would cause the
Plan to fail to meet, or be deemed to be operated not in accordance with, the
requirements of Section 409(A)(a)(2) of the Code.

         Section 4.2. Method of Distribution. At the time of an Eligible
Director's initial election described in Article II, the Eligible Director
making such election shall specify in a written notice delivered to the
Secretary of the Company whether the amounts and assets credited to his or her
Deferred Compensation Account and Trust Account shall be distributed to him or
her (or his or her beneficiary) in a single lump sum distribution at the time
described in Section 4.1, or in not more than ten equal annual installments
commencing at such time. If an Eligible Director shall fail to make such an
election, he or she shall be deemed to have elected a lump sum distribution. The
Eligible Director may change such distribution election from time to time by
delivering written notice to the Secretary of the Company. Notwithstanding the
foregoing, the only elections permitted under this Section 4.2 are those
elections which will not cause the Plan to fail to meet, or be deemed not to be
operated in accordance with, the requirements of Section 409(A)(a)(4) of the
Code. Any amounts or assets credited to an Eligible Director's Deferred
Compensation Account and Trust Account shall be distributed or commence to be
distributed to such Eligible Director or his or her beneficiary at the time
described in Section 4.1 in the manner so specified. If the Company is not
Insolvent (as hereinafter defined) at the time of any distribution, the
distributions shall be made from the Eligible Director's Deferred Compensation
Account and Trust Account (as applicable) and charged to the Eligible Director's
Deferred Compensation Account and Trust Account (as applicable).

                                      -4-

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         Section 4.3. Designation of Beneficiary. Each Eligible Director
participating in the Plan shall designate a beneficiary or beneficiaries to whom
distributions shall be made pursuant to Section 4.2 in the event of the death of
the Director before his or her entire Deferred Compensation Account and Trust
Account is distributed. If there is no designated beneficiary, or no designated
beneficiary surviving at an Eligible Director's death, the Eligible Director's
beneficiary shall be his or her estate. Beneficiary designations shall be made
in writing. An Eligible Director may designate a new beneficiary or
beneficiaries at any time by filing a new election with the Secretary of the
Company.

         Section 4.4. Taxes. In the event any taxes are required by law to be
withheld or paid from any distributions made pursuant to the Plan, the Company
or Trustee (as applicable) shall deduct the amount of such taxes from such
distributions and shall transmit the withheld amounts to the appropriate taxing
authority or obtain payment from the appropriate Eligible Director of the amount
of any such taxes prior to any such distributions.


                                    ARTICLE V

                            CREDITORS AND INSOLVENCY

         Section 5.1. Claims of the Company's Creditors. All balances in the
Deferred Compensation Accounts and assets held in the Trust Accounts pursuant to
the Plan, and any issuances of shares of Company Common Stock to be made by the
Company and any distribution to be made by the Trustee pursuant to the Plan and
Trust Agreement, shall be subject to the claims of the general creditors of the
Company, including judgment creditors and bankruptcy creditors. The rights of an
Eligible Director or his or her beneficiaries to any assets of the Company or
the Trust Fund shall be no greater than the rights of an unsecured creditor of
the Company.

         Section 5.2. Notification of Insolvency. In the event the Company
becomes Insolvent, the Board of Directors of the Company or the President of the
Company shall promptly notify the Trustee of that fact. In the event the Company
becomes Insolvent, the Company shall not issue any further shares of Company
Common Stock under the Plan. The Trustee shall not make any further
distributions from the Trust Fund to any Eligible Director or any beneficiary
under the Plan after such notification that the Company is Insolvent is received
or at any time after the Trustee has knowledge that the Company is Insolvent.
Under any such circumstance, the Trustee shall deliver any property held in the
Trust Fund only as a court of competent jurisdiction may direct to satisfy the
claims of the Company's creditors or otherwise. For purposes of this Plan, the
Company shall be deemed to be "Insolvent" if the Company is subject to a pending
voluntary or involuntary proceeding as a debtor under the United States
Bankruptcy Code, as amended, or is unable to pay its debts as they become due.


                                      -5-

<PAGE>

                                   ARTICLE VI

                                  MISCELLANEOUS

         Section 6.1. Funding. Neither any Eligible Director, nor his or her
beneficiaries, nor his or her heirs, successors or assigns, shall have any
secured interest in or claim on any property or assets of the Company or the
Trust under or pursuant to the Plan or otherwise. The Company's obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to credit certain amounts to the Deferred Compensation Accounts and to
issue and deliver shares of the Company Common Stock to the Trustee for the
benefit of the Eligible Directors. The Company shall fund the Trust in
accordance with the terms of the Plan, but all assets contained therein shall be
and remain subject to the claims of the Company's general creditors as provided
in Article V hereof.

         Section 6.2. Term of Plan. The Board of Directors of the Company
reserves the right to amend the Plan or Trust Agreement or terminate the Plan or
Trust at any time; provided, however, that no amendment or termination shall
affect the rights of Eligible Directors to amounts or assets previously credited
to their Deferred Compensation Accounts or Trust Accounts and, provided further,
that the Plan may not be amended more than once every six months, other than to
comport with changes in the Code or the Employee Retirement Income Security Act,
as amended, or the rules thereunder, if such amendment would cause the Plan not
to be in compliance with Rule 16b-3 under the Securities Exchange Act of 1934.
Notwithstanding the foregoing, the Trust shall remain in effect until such time
as the entire corpus of the Trust Fund has been distributed pursuant to the
terms of the Trust Agreement, and the Plan shall remain in effect until such
time as all amounts credited to Eligible Directors' Deferred Compensation
Accounts are distributed pursuant to Article IV hereof.

         Section 6.3. Assignment. No right or interest of any Eligible Director
or his or her beneficiary (or any person claiming through or under such Eligible
Director or his or her beneficiary) in any benefit or payment under the Plan or
the Trust shall be assignable or transferable in any manner or be subject to
alienation, anticipation, sale, pledge, encumbrance or other legal process or in
any manner be liable for or subject to the debts or liabilities of such Eligible
Director.

         Section 6.4. Tax Effect. This Plan is intended to be treated as an
unfunded deferred compensation plan under the Internal Revenue Code of 1986, as
amended. It is the intention of the Company that the amounts of Compensation
which an Eligible Director elects to have deferred pursuant to the Plan shall
not be included in the gross income of such Eligible Director or his or her
beneficiaries until such time as the amounts or assets credited to such Eligible
Director's Deferred Compensation Account and Trust Account are distributed to
the Eligible Director or his or her beneficiary under the Plan. If at any time
it is determined by the Company that amounts attributable to the Eligible
Directors' Deferred Compensation Accounts or Trust Accounts are includible in
the gross income of the Eligible Directors or their beneficiaries before
distribution pursuant to Article IV hereof, all amounts and assets credited to
the Eligible Directors' Deferred Compensation Accounts and Trust Accounts shall
be immediately distributed to the respective Eligible Directors or, in the case
of deceased Eligible Directors, their




                                      -6-
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beneficiaries. Distributions described in the preceding sentence shall only be
made from the Deferred Compensation Accounts or from the Trust if the Company is
not Insolvent at the time for such distribution.

         Section 6.5. Compliance with Rule 16b-3. It is the intent of the
Company that the Plan comply in all respects with applicable provisions of Rule
16b-3 under the Securities Exchange Act of 1934. Accordingly, if any provision
of the Plan does not comply with the requirements of said Rule 16b-3 as then
applicable to any such Eligible Director, or would cause any Eligible Director
to no longer be deemed a "disinterested person" within the meaning of said Rule
16b-3, such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements with respect to such Eligible
Director. In addition, the Board of Directors of the Company shall have no
authority to make any amendment, alteration, suspension, discontinuation or
termination of the Plan or take other action if and to the extent such authority
would cause an Eligible Director's transactions under the Plan not to be exempt
or any Eligible Director no longer to be deemed a "disinterested person," under
said Rule 16b-3.

         Section 6.6. Governing Law. This Plan shall be governed by and
construed in accordance with the laws of the State of Illinois.

         Section 6.7. Successors. The provisions of this Plan shall bind and
inure to the benefit of the Company and its successors and assigns.

         Section 6.8. Effective Date of Plan. The Plan shall be effective as of
March 17, 1995, subject to approval by the stockholders of the Company. Any
Compensation deferral elections, credits to Deferred Compensation Accounts or
contributions to the Trust made prior to such stockholder approval shall be
contingent on such approval, and if such approval is not obtained prior to June
1, 1995, all Compensation deferral elections shall be deemed to be cancelled and
all amounts or assets credited to the Deferred Compensation Accounts and the
Trust Accounts shall be distributed to the Eligible Directors or their
beneficiaries. Distributions described in the preceding sentence shall only be
made if the Company is not Insolvent at the time for such distribution.

         Section 6.9. No Right to Continued Service. Nothing contained herein
shall be construed to confer upon any Eligible Director the right to continue to
serve as a Director of the Company or in any other capacity.

        Section 6.10. Compliance with Section 409(A). Effective January 1, 2005,
the Plan shall be amended as follows:

                   (i) Distributions. Notwithstanding anything to the contrary
         contained in the Plan, no distributions shall be permitted or made
         under the Plan which would cause the Plan not to meet, or be deemed to
         be operated not in accordance with, the requirements of Section
         409A(a)(2) of the Code.

                  (ii) Acceleration of Benefits. Notwithstanding anything to the
         contrary contained in the Plan, the acceleration of the time or
         schedule of any payment or


                                      -7-

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         distribution under the Plan which would cause the Plan not to meet, or
         be deemed to be operated not in accordance with, the requirements of
         Section 409(A)(a)(2) of the Code is prohibited, except as provided in
         regulations promulgated from time to time by the Secretary of the
         Treasury.

                 (iii) Elections. Notwithstanding anything to the contrary
         contained in the Plan, no elections shall be permitted or made under
         the Plan which will cause the Plan to fail to meet, or be deemed to be
         operated not in accordance with, the requirements of Section 409A(a)(4)
         of the Code.

The provisions of this Section 6.10 shall not apply to amounts deferred before
January 1, 2005, except to the extent necessary to prevent the Plan from (i)
failing to meet the requirements of Section 409A(a)(2), (3) and (4) of the Code
or (ii) not being operated in accordance with such requirements.


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