LITTELFUSE, INC.
NOMINATING COMMITTEE CHARTER


PURPOSE

The purpose of the Nominating and Governance Committee is to seek, evaluate and recommend to the Board of Directors qualified candidates for election to the Board of Directors and to develop, recommend and monitor the corporate governance guidelines and activities of the Company.

MEMBERSHIP

The Nominating and Governance Committee will consist of at least two members of the Board of Directors elected from time to time by the Board of Directors. The Board of Directors may designate one of such members as the Chairman of the Nominating Committee. All members of the Nominating and Governance Committee shall be “independent” as such term is used or defined in all laws, rules or regulations applicable from time to time to the Nominating Committee, including, without limitation, those of or pertaining to the Securities and Exchange Commission and The Nasdaq Stock Market.

NOMINATING FUNCTIONS

RESPONSIBILITIES

The Nominating and Governance Committee will seek and evaluate candidates for election to the Board of Directors and will recommend to the Board of Directors persons to be elected as directors of the Company at each annual meeting of the stockholders of the Company or at any special meeting of the stockholders of the Company at which directors are to be elected. The Nominating and Governance Committee may also evaluate and recommend to the Board of Directors candidates to fill any vacancy from time to time on the Board of Directors.

POLICIES

• The Nominating and Governance Committee believes that it is in the best interest of the Company and its stockholders to have highly qualified persons serve as members of the Board of Directors.
  
• The Nominating and Governance Committee will seek candidates with integrity, good judgment and appropriate business experience.
  
• The Nominating and Governance Committee recognizes the benefit of a Board of Directors that reflects the diversity of the Company’s stockholders, employees and customers and the communities in which it operates and shall actively seek qualified candidates for nomination and election to the Board of Directors in order to reflect such diversity.
  
• The Nominating and Governance Committee will consider candidates recommended by all persons and entities, including candidates recommended by security holders of the Company.
  
• All candidates will be evaluated by the Nominating and Governance Committee in such a manner as the Nominating and Governance Committee deems appropriate under the circumstances; provided, however, that the Nominating and Governance Committee will not use an evaluation process for candidates recommended by security holders of the Company which is materially different from the evaluation process used for any other candidates.
  
• In evaluating and recommending candidates, the Nominating and Governance Committee will take into consideration such factors as it deems appropriate. These factors may include experience as an executive or director of a publicly traded company, the familiarity of a candidate with the business of the Company and its industry, the availability of a candidate to actively participate in meetings of the Board of Directors and its committees, the experience of a candidate in the preparation or evaluation of financial statements, diversity, and the ability of a candidate to interact in a productive manner with the other members of the Board of Directors.

PROCEDURES TO RECOMMEND CANDIDATES TO NOMINATING COMMITTEE

Any person or entity desiring to recommend a person to the Nominating and Governance Committee as a candidate for election to the Board of Directors may deliver such recommendation in writing either to the Secretary of the Company or directly to any member of the Nominating Committee, which recommendation should be accompanied by appropriate written information describing such person, his or her education, his or her business experience and employment history, and such other information which would be helpful to the Nominating and Governance Committee in evaluating such person.

PROCESS FOR IDENTIFYING AND EVALUATING CANDIDATES

The Nominating and Governance Committee will consider as a candidate any director of the Company who has indicated to the Nominating and Governance Committee that he or she is willing to stand for re-election as well as any other person who is recommended by any person or entity and who meets any criteria established from time to time by the Nominating and Governance Committee. The Nominating and Governance Committee may also undertake its own search process for candidates and may retain the services of third parties to assist in any such search. The Nominating and Governance Committee may use any process it deems appropriate for the purpose of evaluating candidates which is consistent with the policies set forth in this Charter, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references.

MINIMUM QUALIFICATIONS AND SPECIFIC QUALITIES OF CANDIDATES

The Nominating and Governance Committee may, but shall not be required to, establish minimum qualifications that the Nominating and Governance Committee believes must be met by a candidate and/or specific qualities or skills that the Nominating and Governance Committee believes are necessary for one or more of the Company’s directors to possess.

GOVERNANCE FUNCTIONS

• The Nominating and Governance Committee shall initiate and oversee a regular evaluation of, and recommend action to the Board of Directors or its committees where appropriate regarding, (i) the quality, sufficiency and timeliness of information furnished by management to the Board of Directors and its committees, (ii) the composition, organization (including its committee structure, membership and leadership) and practices of the Board of Directors, (iii) tenure and other policies related to the directors’ service on the Board of Directors, and (iv) corporate governance matters generally.
• The Nominating and Governance Committee shall monitor the orientation and training needs of directors.
  
• The Nominating and Governance Committee shall review new legislation and other developments affecting corporate governance and make recommendations to the Board of Directors as appropriate.
  
• The Nominating and Governance Committees shall review periodically the Company’s Code of Ethics and Code of Conduct and make recommendations to the Board of Directors for such changes thereto as the Committee shall deem appropriate.
  
• The Nominating and Governance Committee shall monitor whether the Company’s Code of Conduct has been communicated by the Company to all key employees of the Company.
  
• The Nominating and Governance Committee shall develop corporate governance guidelines for the Company and review and reassess at least annually the adequacy of the corporate governance guidelines of the Company and recommend any proposed changes to the Board of Directors for approval.
  

GENERAL

MEETINGS

The Nominating Committee shall meet at least once each calendar year to evaluate candidates.

RESOURCES AND AUTHORITY OF THE NOMINATING COMMITTEE

The Nominating Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including, without limitation, the authority to select, retain, terminate and approve the fees and other retention terms of counsel and other experts or consultants as it deems appropriate without seeking approval of the Board of Directors or management of the Company.

REPORTING TO BOARD OF DIRECTORS

The Nominating and Governance Committee shall report its actions and any recommendations to the Board of Directors on a regular basis.

REVIEW OF CHARTER

The Nominating and Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval.

REVIEW OF COMMITTEE PERFORMANCE

The Nominating and Governance Committee shall annually review the performances of all committees of the Board of Directors and shall seek input from other members of the Board of Directors regarding the functioning and performances of the Nominating and Governance Committee.