Exhibit 10.27



         On December 20, 2005, Littelfuse, Inc. (the "Company") entered into two
material definitive agreements with Gordon Hunter, Chairman of the
Board,President and Chief Executive Officer of the Company ("Hunter"), as
follows:

         Amendment to Non-Qualified Stock Option Agreement. This Agreement
increased the exercise price of the stock option (the "Option") granted to
Hunter on November 7, 2003, from $7.00 per share to $26.51 per share, for the
12,000 shares of common stock with respect to which the Option had not yet
vested. The exercise price for the 8,000 shares with respect to which the Option
had already vested was not changed. The purpose of this Agreement was to prevent
the Option from being considered a form of deferred compensation subject to
income tax penalties under ss.409A of the Internal Revenue Code.

         Agreement for Deferred Compensation. This Agreement provides that the
Company will pay to Hunter the amount of $234,120.00 in additional deferred
compensation, payable in three installments of $78,040.00 apiece. The three
installments are payable on November 7, 2006, November 7, 2007, and November 7,
2008, respectively, each of which is a date upon which the Option will vest with
respect to an additional 4,000 shares. Hunter's right to each of the three
installments is conditioned upon his continued employment through the payment
date, but is subject to accelerated vested on the same terms as the Option. The
purpose of this Agreement is to compensate Hunter for the loss in value of the
Option caused by the increase in the exercise price.


                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        LITTELFUSE, INC.

Date:  December 20, 2005                By: /s/ Philip G. Franklin
                                            ------------------------------------
                                            Philip G. Franklin
                                            Vice President, Operations
                                            Support and Chief Financial Officer