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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
     RULE 14a-6(e)(2))
[x]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-12

                            TECUMSEH PRODUCTS COMPANY
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     1) Title of each class of securities to which transaction applies:

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     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

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     5) Total fee paid:

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[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

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CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (04-05)


<PAGE>

                            TECUMSEH PRODUCTS COMPANY
                               100 EAST PATTERSON

                               TECUMSEH, MI 49286

                                 [TECUMSEH LOGO]

                                                                  March 24, 2006

Dear Shareholder:

      We cordially invite you to attend our 2006 annual meeting of shareholders
next month in Tecumseh, Michigan.

      Only Class B shareholders will vote at the meeting. However, all
shareholders are most welcome to attend. Starting today, we are sending the
enclosed proxy statement to all our shareholders and a form of proxy to Class B
shareholders only.

      If you are a Class B shareholder, your vote is very important. Even if you
plan to attend in person, please complete and mail the enclosed proxy, or vote
by telephone or on the Internet, at your earliest convenience. Thank you.

                                   Sincerely,

                                   /s/ Todd W. Herrick
                                   ---------------------------------------------
                                   Chairman of the Board of Directors,
                                   President and Chief Executive Officer

<PAGE>

                            TECUMSEH PRODUCTS COMPANY
                               100 EAST PATTERSON
                               TECUMSEH, MI 49286

                                 [TECUMSEH LOGO]

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

       Date:         Wednesday, April 26, 2006

       Time:         9:00 a.m.

       Location:     Tecumseh Country Club
                     Tecumseh, Michigan

                     From the center of Tecumseh, go north on the
                     Tecumseh-Clinton Road about one mile to Burt
                     Street. Turn right. Tecumseh Country Club is on
                     the south side of Burt Street about one mile east
                     of the Tecumseh-Clinton Road.

      The purposes of this year's annual meeting are:

      -    To elect directors for the following year.

      -    To ratify the appointment of the accounting firm of
           PricewaterhouseCoopers LLP as independent accountants for the
           current year.

      -    To consider any other matters properly presented at the meeting.

      All shareholders are most welcome to attend the meeting, but only those
who held Class B shares at the close of business on March 10, 2006 will be
entitled to vote.

      If you are a Class B shareholder, you will find enclosed a form of proxy
solicited by our Board of Directors. Whether or not you plan to attend the
meeting, please take the time to vote by completing and mailing the enclosed
proxy or by voting by telephone or on the Internet. Even if you sign a proxy or
vote by telephone or on the Internet, you may still attend the meeting and vote
in person. You may revoke your proxy any time before the voting begins.

      YOUR VOTE IS VERY IMPORTANT.

      Thank you.

                                      TECUMSEH PRODUCTS COMPANY

                                      Daryl P. McDonald
                                      General Counsel and Secretary

                                      March 24, 2006

<PAGE>

                                 PROXY STATEMENT

      The Board of Directors of Tecumseh Products Company is soliciting proxies
to vote Class B shares at our 2006 annual meeting of shareholders. This proxy
statement contains information that may help you decide whether and how to vote.

      Please read this proxy statement carefully. Appendices A, B, C, and D
contain important information about share ownership, executive compensation,
market performance, and audit fees. Appendix E is a copy of our Audit
Committee's charter. You can obtain more information about Tecumseh Products
Company from our 2005 annual report to shareholders on Form 10-K and from the
other public documents that we file with the SEC.

VOTING

      We have two classes of common stock: Class B, which has full voting
rights, and Class A, which generally has no voting rights. Nothing on the agenda
for this year's annual meeting will require a vote by Class A shareholders so we
are only soliciting proxies from Class B shareholders.

      At the close of business on March 10, 2006 (the record date for the
meeting), 5,077,746 Class B shares and 13,401,938 Class A shares were
outstanding. As discussed in Appendix A under "5% Class B Shareholders," the
221,922 shares for which Brandes Investment Partners, L.P. and its affiliates
reported having shared voting power are not entitled to vote, leaving 4,855,824
Class B shares entitled to vote at the meeting. To have a quorum, a majority of
the outstanding Class B shares entitled to vote must be present at the meeting
-- either in person or by proxy.

      Instead of signing and returning a proxy, if you hold your shares in your
own name, you may vote by telephone or on the Internet by following the
instructions attached to your proxy. If your shares are held through a broker,
bank, or other nominee, you must contact the broker, bank, or other nominee to
find out whether you will be able to vote by telephone or on the Internet.

      If you complete the enclosed proxy and return it before the meeting, or if
you vote by telephone or on the Internet, the persons named will vote your
shares as you specify.

      You may revoke a proxy any time before voting begins at the meeting. A
later proxy by any means will cancel any earlier proxy. For example, if you vote
by telephone and later vote differently on the Internet, the Internet vote will
count, and the telephone vote will be canceled. If you wish to change your vote
by mail, you should write our Secretary to request a new proxy. The last proxy
we receive before the meeting will be the one we use. You also may change your
vote by voting in person at the meeting.

PROPOSAL 1:
ELECTION OF DIRECTORS

ELECTION PROCEDURE

      Our bylaws authorize the Board of Directors to determine the number of
directors that will make up the full board. Shareholders elected seven directors
at last year's annual meeting.

      In February, J. Russell Fowler resigned from the board, and the board
decreased the number of directors to six. In recognition of his nearly 40 years
of distinguished service, the board appointed Mr. Fowler an honorary member of
the board of directors. The board also authorized paying him the same
compensation for his service as an honorary director as we pay other
non-employee directors and reimbursing him for related travel expenses. Under
our bylaws, an honorary member of the board of directors is entitled to attend
meetings but has no vote.

                                       1

<PAGE>

      Later in February, Virginia A. Kamsky informed us that she did not wish to
stand for reelection when her term as a director expires at this year's annual
meeting. Ms. Kamsky decided that with her frequent travel to and from China and
the increased demand for her to devote more time to her China-related
activities, she could not give our board the time commitment it deserves on an
ongoing basis.

      Effective at the expiration of Ms. Kamsky's term at this year's annual
meeting, the board has determined to reduce the number of directors to five and,
based on the Governance, Compensation, and Nominating Committee's
recommendation, has nominated all of the remaining five incumbent directors for
reelection.

      If you return a proxy or vote by telephone or on the Internet, your shares
will be voted for all of the board's nominees or, if you specify otherwise, as
you specify. If a nominee becomes unable to serve, which we do not expect to
happen, your proxy will be voted for a substitute determined in the best
judgment of the proxy holders.

      From the persons duly nominated, directors will be elected by plurality
vote of the Class B shareholders present or represented at the meeting. This
means that this year, regardless of the number of Class B shares not voted for a
nominee, the nominees who receive the highest through fifth highest numbers of
votes will be elected.

NOMINEES FOR DIRECTOR

      Todd W. Herrick (director since 1973, age 63). Chairman of the Board of
Directors (since 2003), President, and Chief Executive Officer, Tecumseh
Products Company. Mr. Herrick is a member of the Board of Directors of Comerica
Incorporated and a member of the Boards of Trustees of Howe Military School and
Herrick Foundation. He also is a member of the Advisory Boards to the School of
Engineering of the University of Michigan and the School of Business of the
University of Notre Dame. Mr. Herrick serves on our Pension and Investment
Committee.

      Peter M. Banks (director since 1991, age 68). Independent business
consultant (since 2005). President (2004 to 2005), Institute for the Future
(non-profit technology forecasting and research organization); Partner (2000 to
2004), XR Ventures, L.L.C. (investments); Senior Executive (January 2000 to
April 2000), Veridian Corporation (research and development); President and
Chief Executive Officer (1997 to 2000), ERIM International, Inc. (research and
development); President and Chief Executive Officer (1995 to 1997),
Environmental Research Institute of Michigan (government research and
development services); Professor and Dean of the College of Engineering (1990 to
1994), University of Michigan. Dr. Banks is a member of the Board of Directors
of X-Rite Corp. He serves on our Audit and Pension and Investment Committees.

      Jon E. Barfield (director since 1993, age 54). Chairman, President, and
Chief Executive Officer, The Bartech Group, Inc. (professional staffing,
information technology, and outsourced vendor management services). Mr. Barfield
is a member of the Boards of Directors of National City Corporation, CMS Energy
Corporation, Granite Broadcasting Corporation, and BMC Software, Inc. He also is
a Trustee Emeritus of Princeton University, a member of the Boards of Trustees
of Kettering University and The Henry Ford, and a director of Blue Cross and
Blue Shield of Michigan and Detroit Renaissance. He serves on our Governance,
Compensation, and Nominating Committee and our Audit Committee.

      David M. Risley (director since 2003, age 61). Senior Vice President and
Chief

                                       2

<PAGE>

Financial Officer (since 2001), La-Z-Boy Incorporated (residential furniture);
self-employed consultant (2000 to 2001); Vice President Finance and Chief
Financial Officer (1991 through 1999), Aeroquip-Vickers, Inc. (hydraulic pumps,
motors, valves, hoses, and fittings for industrial, automotive, and aerospace
markets and plastic components for automotive). Mr. Risley serves on our Audit,
Pension and Investment, and Finance Committees.

      Albert A. Koch (Lead Director, director since 2004, age 63). Managing
Director (since 1995) of AlixPartners, LLC (corporate turnaround, performance
improvement and financial advisory services); Managing Director (since 2002) of
Questor Management Co. (private-equity firm); Chairman, President, and Chief
Executive Officer (since 2004) of Polar Corporation (provider of tank trailers,
light-duty trailer parts, and tank trailer repair and maintenance services);
interim President and Chief Executive Officer (2003 to 2004) of Champion
Enterprises Inc. (manufactured homes); interim Chief Financial Officer (2002 to
2004) of Kmart Corporation (retailing). As our Lead Director, Mr. Koch is
responsible for calling, establishing agendas for, and moderating executive
sessions of independent directors. He also serves on our Governance,
Compensation, and Nominating Committee and our Pension and Investment and
Finance Committees.

RECOMMENDATION OF THE BOARD

      OUR BOARD OF DIRECTORS  RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE
NOMINEES NAMED ABOVE.

DIRECTOR COMPENSATION AND SHARE OWNERSHIP

      Cash Compensation

      We do not pay employees any separate compensation for serving as
directors. We pay all other directors a monthly retainer ($2,800 for the Chair
of our Audit Committee, $2,700 for the Chair of our Governance, Compensation,
and Nominating Committee, and $2,500 for all others), a $1,500 fee for each
board meeting attended, and a $1,200 fee ($1,400 for committee chairs) for each
committee meeting attended. We also reimburse our directors for travel expenses.

      Phantom Share Awards

      Our non-employee directors are eligible for phantom share awards under our
Director Retention Phantom Share Plan, which is administered by the Governance,
Compensation, and Nominating Committee. Under the plan, each non-employee
director receives an annual award denominated in phantom Class A shares. The
minimum award is $5,000, and the maximum is 100% of the director's annual
retainer fee. The Board of Directors makes the awards at its organizational
meeting following each annual meeting of shareholders on the basis of our actual
return on equity for the preceding year as compared to a target established by
the committee for that year. We credit awards to directors' accounts, together
with deemed dividends on the phantom shares in the accounts. Subject to some
limitations, the plan provides that one-half of each award will be paid out
three years after grant and the other half five years after grant, except that
if a director leaves the board, or if there is a "change in control" of Tecumseh
Products Company, we will pay the director cash in an amount equal to the fair
market value of the phantom shares in his or her account at that time. We
compute all dollar amounts using the average of the high and low sales prices of
our Class A shares on the Nasdaq Stock Market on the date of computation.

      In 2005, based on our return on equity for 2004, non-employee directors
received no phantom share awards, and in 2006, based on our return on equity for
2005, they

                                       3

<PAGE>

will receive only the $5,000 minimum awards.

      Deferred Compensation Plan

      Our non-employee directors can elect to defer receipt of a portion of
their retainers and meeting fees under our Outside Directors' Voluntary Deferred
Compensation Plan. The plan provides that deferred amounts are to be recorded in
bookkeeping accounts we maintain and that the amount in each account will be
adjusted from time to time to reflect the results of a hypothetical investment
in our Class A shares or based on the current yield of the Dow Jones Corporate
Bond Index, as selected by the director. Amounts payable to directors under the
plan are general unsecured claims against the company.

      Share Ownership Policies

      We have adopted share ownership policies that require each non-employee
director to achieve ownership of at least $50,000 worth of Tecumseh shares.
Current directors must attain this ownership level by 2010, and future directors
must do so within five years after they join our board.

DIRECTOR INDEPENDENCE

      All directors other than Mr. Herrick, including all members of the Audit
Committee and the Governance, Compensation, and Nominating Committee, are
independent within the meaning of the applicable NASDAQ rules. Mr. Koch is not a
director, executive officer, or equity owner of his employer, AlixPartners, LLC,
and we do not believe that our service contracts with AlixPartners and its
affiliate interfere with his exercise of independent judgment.

DIRECTORS' AND COMMITTEE MEETINGS

      We held twelve board meetings during 2005. The Audit Committee met nine
times, and the Governance, Compensation, and Nominating Committee met three
times.

      Each incumbent director attended at least 75% of the total of all board
meetings and all meetings of board committees on which he or she served that
were held during his or her period of service, except that Ms. Kamsky attended
68% of the meetings applicable to her.

AUDIT COMMITTEE

      The board has adopted a written charter specifying the powers and duties
of the Audit Committee. A copy is attached as an appendix.

      The Board of Directors has determined that the chairman of the committee,
David M. Risley, is an audit committee financial expert, as defined in the SEC's
rules. Mr. Risley and all of the other committee members are independent, as
independence is defined in the applicable SEC rules.

AUDIT COMMITTEE REPORT

      Our committee oversees Tecumseh Products Company's financial reporting
process on behalf of the Board of Directors and is comprised of outside
directors who are independent within the meaning of, and meet the experience
requirements of, the applicable rules of the NASD. Management has primary
responsibility for the financial statements, reporting processes, and system of
internal controls. In fulfilling our oversight responsibilities, we reviewed the
audited financial statements for the fiscal year ended December 31, 2005 and
discussed them with management, including a discussion of the quality, not just
the acceptability, of the accounting principles, reasonableness of significant
judgments, and clarity of disclosures in the financial statements.

      In performing our oversight function, we also discussed with the
independent accountants the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU

                                       4

<PAGE>

Section 380), as amended, and considered whether their provision of non-audit
services is compatible with maintaining their independence. In addition, we
received from the independent accountants the written disclosures and letter
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and we discussed their independence with
them.

      In reliance on the reviews and discussions referred to above and such
other considerations as we determined to be appropriate, we recommended to the
Board of Directors (and the board approved) that the audited financial
statements for the fiscal year ended December 31, 2005 be included in the annual
report to shareholders and Form 10-K for that year.

      Ms. Kamsky was a member of our committee until April 2005. All other
members served throughout the year. Mr. Fowler was a member until his
resignation from the board in February 2006.

      Presented by the members of the Audit Committee of the Board of Directors

          David M. Risley, Chairman
          Jon E. Barfield
          Peter M. Banks

GOVERNANCE, COMPENSATION, AND NOMINATING COMMITTEE

      The overall mission of the Governance, Compensation, and Nominating
Committee is to assist the board in conducting our business successfully so as
to maximize long-term benefits to shareholders, including optimizing long-term
financial success. Its functions include:

      -     Actively developing and recommending to the board strategies for
            achieving those goals.

      -     Monitoring and reporting to the board on the effectiveness of
            management policies and decisions.

      -     Annually reporting to the board the committee's assessment of the
            board's performance in light of the objectives described above.

      -     Annually reviewing with the board the appropriate skills and
            characteristics required of board members in the context of the then
            current composition and needs of the board, including issues of
            diversity, age, and skills.

      -     Making recommendations to the Board of Directors concerning
            candidates for nomination to the board.

      -     Reviewing our policies for compensating outside directors and, if
            appropriate, making recommendations for changes.

      -     Annually fixing the salaries of our Chief Executive Officer and
            other executive officers, considering, developing, reviewing, and
            making recommendations about programs for annual and long-term
            incentive compensation for those executives and for other key
            employees, and administering those programs, including our
            Management Incentive Plan and our Director Retention Phantom Stock
            Plan.

      The board has adopted a written charter for the committee, a current copy
of which is available to security holders at the Investor Relations section of
our website at www.tecumseh.com.

DIRECTOR NOMINATIONS

      One function of the Governance, Compensation, and Nominating Committee is
to make recommendations on nominations for the Board of Directors.

                                       5

<PAGE>

      The committee will consider shareholder suggestions for nominees for
director (other than self-nominations). If you wish to make a suggestion, you
should submit it in writing to Daryl P. McDonald, General Counsel & Secretary,
Tecumseh Products Company, 100 E. Patterson Street, Tecumseh, Michigan 49286.
The committee will consider suggestions received before December 31, 2006 before
we mail the proxy materials for next year's annual meeting.

      In the past, the committee has identified potential nominees through
recommendations made by executive officers and non-management directors and has
evaluated them based on their resumes and through references and personal
interviews. No shareholder other than an officer or director has ever submitted
a suggestion for a nominee, but if the committee were to receive such a
suggestion, it expects it would evaluate that potential nominee in substantially
the same manner.

REPORT ON EXECUTIVE COMPENSATION

      Compensation Philosophy and Objectives

      We follow a "pay for performance" philosophy designed to accomplish three
primary objectives:

-     Encouraging teamwork among members of management and excellence in the
      performance of individual responsibilities.

-     Aligning the interests of key managers with the interests of shareholders
      by offering an incentive compensation vehicle that is based on growth in
      return on equity and shareholder value.

-     Attracting, rewarding, and retaining strong management.

      Our "pay for performance" strategy is intended to enhance shareholder
value:

-     In the short term, by focusing management's attention on return on equity,
      cash return on assets, and other measures of current financial performance
      so as to challenge each business group to achieve and maintain positions
      of market leadership, to reduce costs where appropriate, and to
      continually seek to maintain and enhance Tecumseh Products Company's
      reputation for excellence in product quality and customer service.

-     In the longer term, by causing a substantial portion of each executive's
      potential compensation to be directly tied to market performance of the
      Class A shares.

      Management Incentive Plan Awards

      The principal tool for implementing our "pay for performance" philosophy
is the Management Incentive Plan, which covered 70 key executives for 2005,
including all executive officers. (We also have a plan for awarding annual cash
bonuses based on similar performance criteria, which covers lower level
management employees.) The Management Incentive Plan is structured to provide
both a short-term incentive tied to achievement of company-wide and business
unit annual performance goals and a long-term incentive tied to the market
performance of the Class A shares.

      Some plan awards we granted in the past were payable in cash, and the
remainder were denominated in phantom stock units considered for record keeping
purposes as equivalents to Class A shares and valued accordingly. Phantom stock
units granted under past awards vest after a specified number of years. Except
in cases of earlier employment termination due to death, disability, or
retirement, or in the event of a "change in control" (as defined in the plan),

                                       6

<PAGE>

unless our committee decides otherwise, these phantom stock units are subject to
forfeiture if the grantee does not remain with us until the units vest. As cash
dividends are paid on Class A shares, additional phantom stock units (also
subject to forfeiture), equal in value to the dividends paid, are credited to
employee accounts under the plan. Thus, the potential payout on an award,
although payable only in cash, is tied directly to the market value performance
of Class A shares over the specified periods. For purposes of computations under
the plan, units are valued at the average of the closing prices for the Class A
shares on the first trading day of the month over the eleven months preceding
the valuation date rather than by the method required by the SEC for the Summary
Compensation Table.

      The Management Incentive Plan authorizes us to determine the amounts of
awards granted, subject to a limitation setting the maximum number of units
awardable during a given year at 2% of the number of Class A shares outstanding
at the end of the year, and to establish criteria under which otherwise eligible
employees may receive awards. We think the plan's purposes are best served by
basing awards on the achievement of objective, verifiable performance goals.
Accordingly, before or early in each year, we establish objective company-wide
and business group performance criteria, and after year-end we use actual
performance, measured against these criteria, as the basis for granting awards
for that year.

      For 2005, the company-wide criteria established for the Corporate Office
Group, which includes Todd W. Herrick, James S. Nicholson, Michael R. Forman,
and Kent B. Herrick, related to return on equity, both in absolute terms and in
relation to historical performance. The same company-wide return on equity
criteria also applied to our business units, and additional group criteria
relating to cash return on assets (both absolute and relative to prior
performance) also were established for each business unit. Under the plan as
implemented for 2005, depending on the extent to which actual return on equity
for that year (and, for employees in a business unit, the extent to which the
unit's actual cash return on assets for the year) fell within or exceeded our
pre-approved ranges, each covered employee could have received an award of up to
80% of his or her 2005 salary.

      Applying the criteria we established at the beginning of the year to these
measures of actual 2005 performance resulted in no plan awards for our executive
officers. We believe that result was appropriate in view of last year's
performance and that the plan is continuing to function as intended.

      Salaries

      In keeping with our "pay for performance" philosophy, we believe executive
officers should receive salaries that are reasonable, but modest, in light of
their experience, skills, and responsibilities, and that the opportunity to
achieve significantly greater total compensation should be tied to Tecumseh
Products Company's short- and long-term performance through the potential for
awards under the Management Incentive Plan. When we considered 2005 executive
salaries, it was our shared perception, based on our general business knowledge
and without review of any data specifically collected by us for that purpose,
that existing salary levels for the CEO and our other executive officers were
too low given their responsibilities. Fiscal 2004 performance also was a factor,
but not a controlling factor, in our decisions on 2005 salaries, due to our
belief that short-term performance generally is not appropriate for
consideration with respect to that form of compensation. In our salary
deliberations, we considered the CEO's recommendations for increases for other
executive officers and

                                       7

<PAGE>

his strong recommendation that his own salary not be increased in light of 2004
performance. Based on these considerations, we decided to establish the 2005
salary for each executive officer named in the Summary Compensation Table at the
level reported in the table. Except as described above, we made our 2005 salary
determinations on the same basis for all executive officers named in the Summary
Compensation Table.

      Concluding Observations

      We expect to continue our "pay for performance" strategy for the
foreseeable future. We intend to continue to closely monitor the impact of
compensation philosophy on financial performance and shareholder value and to
consider additional ways in which current plans and policies might be improved.

      Section 162(m) of the Internal Revenue Code generally prohibits the
deduction of certain compensation in excess of $1 million per year paid by a
publicly-held corporation to any individual named in the corporation's summary
compensation table for the year. The compensation paid to each of our executive
officers was well below $1 million for 2005, and we expect the same will be true
for the current year. Therefore, we have decided to defer consideration of any
compensation policies related to Section 162(m) for the present.

      Peter M. Banks left our committee in April 2005 and did not take part in
our determination that executive officers were not entitled to Management
Incentive Plan awards for 2005. J. Russell Fowler was a committee member until
his resignation from the board in February 2006.

      Presented by the members of the Governance, Compensation, and Nominating
      Committee of the Board of Directors

              Jon E. Barfield, Chairman
              Albert A. Koch
              Virginia A. Kamsky

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      Peter M. Banks served on our Governance, Compensation, and Nominating
Committee until April 2005. J. Russell Fowler was a committee member until his
resignation from the board in February 2006. Except for those changes, all
current members have served continuously on the committee performing
compensation functions throughout the period covered by the Report on Executive
Compensation. No one who served on the committee is or ever has been an officer
or employee of Tecumseh Products Company or any of its subsidiaries.

PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

      PricewaterhouseCoopers LLP were our independent accountants for the fiscal
year ended December 31, 2005, and the Audit Committee has selected the same firm
as our independent accountants for the fiscal year ending December 31, 2006. As
a matter of good corporate governance, the Audit Committee has determined to
submit its selection to shareholders for ratification. In the event the
committee's selection is not ratified by a majority of the Class B common shares
present or represented at the meeting, we will ask the Audit Committee to
reconsider its selection. Even if the selection is ratified, the Audit Committee
in its discretion may select a different public accounting firm at any time
during the year

                                       8

<PAGE>

if it determines that such a change would be in the best interests of Tecumseh
Products Company and its shareholders.

ATTENDANCE AT ANNUAL MEETING

      A representative of PricewaterhouseCoopers LLP will be present at the
annual meeting and available to respond to appropriate questions from
shareholders. The representative will have an opportunity to make a statement if
he or she so desires.

AUDIT AND NON-AUDIT FEES

      Please see Appendix D for information about the fees billed by our
principal accountants for each of the last two fiscal years.

RECOMMENDATION OF THE BOARD

      OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT ACCOUNTANTS FOR
2006.

COMMUNICATIONS WITH BOARD OF DIRECTORS

      You can find information about sending communications to our Board of
Directors at the Investor Relations section of our website at www.tecumseh.com.

      We encourage our directors to attend our annual meetings of shareholders.
All of the directors who held office at that time attended last year's meeting.

OTHER MATTERS

      We know of no business to be acted on at the annual meeting other than the
matters listed in the accompanying notice. If any other matter does properly
come before the meeting, the proxy holders will vote on it in accordance with
their judgment.

SHAREHOLDER PROPOSALS IN OUR 2007 PROXY STATEMENT

      In order for shareholder proposals for the 2007 annual meeting of
shareholders to be eligible to be included in our proxy statement, they must be
received at our principal office no later than November 24, 2006. We retain the
right to omit any proposal if it does not satisfy the requirements of SEC Rule
14a-8.

ADVANCE NOTICE REQUIREMENTS

      Our bylaws contain advance notice procedures which a shareholder must
follow to nominate a person for election to our board or to present any other
proposal at an annual meeting of shareholders. In general, these provisions
require notice of a nomination or other proposal expected to be made at an
annual meeting to be in writing, to contain specified information about the
nominee or other proposal and the shareholder proponent, and to be delivered or
sent by first class U.S. mail to our Secretary and received at our principal
office.

      Except when an annual meeting is called for a date that is not within 20
days before or after the first anniversary of the prior year's annual meeting
(in which case other time limits apply), we must receive the nomination or
proposal no later than 60 days nor earlier than 90 days before the first
anniversary of the prior year's annual meeting. This means that any nomination
or proposal for next year's annual meeting must be received no later than
February 25, 2007 and no earlier than January 26, 2007.

      Management proxies for the 2007 annual meeting may confer discretionary
authority to vote on an untimely proposal without express direction from
shareholders giving the proxies.

                                       9

<PAGE>

PROXY SOLICITATION EXPENSES

      We will pay the expenses of this solicitation. We have engaged Georgeson
Shareholder Communications Inc. to assist in soliciting proxies, for which we
will pay approximately $8,500 plus out-of-pocket expenses. We also may pay
brokers, nominees, fiduciaries, custodians, and other organizations performing
similar functions their reasonable expenses for sending proxy material to
principals and obtaining their instructions. In addition to solicitation by
mail, our directors, officers, and employees may solicit proxies in person or by
telephone, fax, or similar means.

      YOUR VOTE IS VERY IMPORTANT.

      If you are a Class B shareholder, please complete and return the enclosed
proxy, or vote by telephone or on the Internet, as soon as possible, even if you
currently plan to attend the annual meeting in person.

By Order of the Board of Directors,

Daryl P. McDonald
General Counsel and Secretary

Tecumseh, Michigan
March 24, 2006

                                       10

<PAGE>

                                   APPENDIX A
                                 SHARE OWNERSHIP

5% CLASS B SHAREHOLDERS

      This table shows the Class B shares held by persons we know to be
beneficial owners of more than 5% of the class. We obtained the information
about Comerica Bank, Brandes Investment Partners, L.P., Franklin Resources,
Inc., and Donald Smith & Co., Inc. (which is as of December 31, 2005) from the
Schedules 13G they filed with the SEC. The other information is as of March 10,
2006.

<TABLE>
<CAPTION>
                                               Amount and Nature of Beneficial Ownership
                                      ---------------------------------------------------------
                                         Sole            Sole          Shared          Shared
                                        Voting        Investment       Voting        Investment                   Percent
                                        Power           Power          Power           Power       Total         of Class
                                      ----------     -----------     ----------     -----------   ----------     --------
<S>                                   <C>            <C>             <C>            <C>           <C>            <C>
Herrick Foundation
150 W. Jefferson
Suite 2500
Detroit, MI 48226                      1,313,025       1,313,025                                   1,313,025         25.9%
Todd W. Herrick
Tecumseh Products Co.
100 E. Patterson St.
Tecumseh, MI 49286                        21,906          21,906      1,385,575       1,385,575    1,407,481         27.7%
Comerica Bank
One Detroit Center
Detroit, MI 48275                          5,100           6,090     1,239,3699       1,238,379    1,244,469         24.5%
Michael A. Indenbaum
150 W. Jefferson
Suite 2500
Detroit, MI 48226                                                       888,113         888,113      888,113         17.5%
Brandes Investment Partners, L.P.
11988 El Camino Real
Suite 500
San Diego, CA 92130                                                     221,922         658,196      658,196         13.0%
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403                      322,799         322,799                                     322,799          6.4%
Donald Smith & Co., Inc.
152 W. 57th St.
New York, NY 10019                       256,761         276,261                                     276,261          5.4%
</TABLE>

      Todd W. Herrick, who is an executive officer, director, and nominee for
director, Kent B. Herrick, who is an executive officer, and Michael A.
Indenbaum, a principal in Miller, Canfield, Paddock and Stone, P.L.C., are the
members of the Board of Trustees of Herrick Foundation.

      The shares for which Mr. Indenbaum is shown as having shared voting and
investment power are held as a trustee of family trusts for the benefit of Todd
W. Herrick, Mr. Herrick's

                                      A-1

<PAGE>

sister, and their descendants. Comerica Bank's shares include shares it held on
the date of its Schedule 13G as a trustee of the Herrick family trusts and of
other trusts.

      Of the shares for which Todd W. Herrick is shown as having shared voting
and investment power, 72,550 are held as a member of the Board of Trustees of
Howe Military School and 1,313,025 are held as a member of the Board of Trustees
of Herrick Foundation.

      The Schedule 13G filed by Brandes Investment Partners, L.P. was a joint
filing with its affiliates, Brandes Investment Partners, Inc., Brandes Worldwide
Holdings, L.P., Charles H. Brandes, Glenn R. Carlson, and Jeffrey A. Busby.
Under a provision of our articles of incorporation dealing with persons who
acquire more than 10% of the outstanding Class B shares, Brandes Investment
Partners, L.P. and its affiliates are not entitled to vote the shares over which
they have shared voting power.

      The Schedule 13G filed by Franklin Resources, Inc. was a joint filing with
its affiliates, Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin
Advisory Services, LLC.

                                      A-2
<PAGE>

MANAGEMENT'S BENEFICIAL OWNERSHIP

<TABLE>
<CAPTION>
                                                              Shares Beneficially Owned as of March 10, 2006
                                             ---------------------------------------------------------------------------
                                                              Sole Voting
                                                 Class of     Investment    Shared Voting and
                                                  Common        and          Investment
                                                  Stock        Power           Power               Total      Percentage
                                             -------------    -----------   -----------------    ----------   ----------
<S>                                          <C>              <C>           <C>                  <C>          <C>
                                             Class B . . .        600                   -0-             600            *
Peter M. Banks                               Class A . . .        -0-                   -0-             -0-          -0-
                                             Class B . . .        -0-                   -0-             -0-          -0-
Jon E. Barfield                              Class A . . .        659                   -0-             659            *
                                             Class B . . .     21,906             1,385,575       1,407,481         27.7%
Todd W. Herrick                              Class A . . .        -0-               454,324         454,324          3.4%
                                             Class B . . .        -0-                   -0-             -0-          -0-
Virginia A. Kamsky                           Class A . . .        -0-                   -0-             -0-          -0-
                                             Class B . . .        -0-                   -0-             -0-          -0-
Albert A. Koch                               Class A . . .      1,100                   -0-           1,100            *
                                             Class B . . .        -0-                   -0-             -0-          -0-
David M. Risley                              Class A . . .      1,200                   -0-           1,200            *
                                             Class B . . .        100                   -0-             100            *
James S. Nicholson                           Class A . . .        -0-                   -0-             -0-          -0-
                                             Class B . . .        -0-                   -0-             -0-          -0-
Michael R. Forman                            Class A . . .        -0-                   -0-             -0-          -0-
                                             Class B . . .        -0-                   -0-             -0-          -0-
Kent B. Herrick                              Class A . . .      2,000                   -0-           2,000            *
All current directors and current executive  Class B . . .     22,606             1,385,575       1,408,181         27.7%
officers as a group (11 persons)             Class A . . .      4,959               454,324         459,283          3.4%

</TABLE>

* less than 1%

      Herrick Foundation, of which Todd W. Herrick is one of the three
co-trustees, owns 1,313,025 Class B shares and 351,347 Class A shares. The
shared voting and investment power column includes those shares for Mr. Herrick.
He disclaims beneficial ownership of Herrick Foundation's shares.

      Todd W. Herrick is a member of the Board of Trustees of Howe Military
School, which owns 72,550 Class B shares and 102,977 Class A shares. The shared
voting and investment power column includes those shares for Mr. Herrick. He
disclaims beneficial ownership of Howe Military School's shares.

      In addition to the shares shown in the chart, Todd W. Herrick is an income
beneficiary of trusts that hold 444,057 Class B shares and 227,221 Class A
shares.

                                      A-3

<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Directors, certain officers, and beneficial owners of more than 10% of the
Class B shares are required to file reports about their ownership of our equity
securities under Section 16(a) of the Securities Exchange Act of 1934 and to
provide copies of the reports to us. Based on the copies we received and on
written representations from the persons we know are subject to these
requirements, we believe all 2005 filing requirements were met.

                                      A-4

<PAGE>

                                   APPENDIX B
                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

      This table provides compensation information for our Chief Executive
Officer and each other person who served as an executive officer at any time
during 2005 and whose total salary and bonus for that year exceeded $100,000.

<TABLE>
<CAPTION>
                                                                Annual
                                                             Compensation
                                                             ------------
                    Name and                                                   All Other
               Principal Position                   Year        Salary        Compensation
-----------------------------------------------    ------    ------------    -------------
<S>                                                <C>       <C>             <C>
Todd W. Herrick                                     2005       $475,000        $7,000
    President & Chief Executive Officer             2004        475,000         5,754
                                                    2003        475,000         5,081
James S. Nicholson                                  2005       $240,000        $6,900
    Vice-President, Treasurer & Chief Financial     2004        180,000         5,247
    Officer (executive officer since Mar. 31,
    2004)

Michael R. Forman                                   2005       $131,000        $5,773
    Vice-President & Director of Corporate          2004        128,000         4,303
    Human Resources                                 2003        125,000         3,615
Kent B. Herrick                                     2005       $110,000        $3,162
    Vice President of Global Business
    Development (executive officer since Jan.
    1, 2005)
</TABLE>

      Kent B. Herrick is Todd W. Herrick's son.

      Salary includes any amounts deferred at the officer's election and
contributed on his behalf to our Retirement Savings Plan (a 401(k) plan).

      None of our named executive officers received any awards under the
Management Incentive Plan for the years shown in the table. As of December 31,
2005, our named executives held phantom stock units under the plan (valued based
on the Class A share closing price on the Nasdaq Stock Market on the last
trading day of 2005) as follows:

      -     Todd W. Herrick -- 234.80 share units valued at $5,391

      -     James S. Nicholson --69.20 share units valued at $1,589

      -     Michael R. Forman -- 59.31 share units valued at $1,362

      -     Kent B. Herrick -- 72.96 share units valued at $1,675

      Amounts shown under "All Other Compensation" are matching contributions to
the Retirement Savings Plan.

                                      B-1

<PAGE>

RETIREMENT PLANS

      Our retirement plan, which is a broad-based defined benefit and (since
1985) noncontributory plan, and our supplemental retirement plan, which covers
certain executives, provide benefits in the event of normal (i.e., at age 65),
early, deferred, or disability retirement. Upon a participant's death, these
plans provide a surviving spouse pension and a refund of any pre-1985 employee
contributions. Participants are vested after five years of credited service. As
of January 1, 2006, our executives named in the Summary Compensation Table had
the following years of credited service:

      -     Todd W. Herrick -- 41.5 years

      -     James S. Nicholson -- 3.9 years

      -     Michael R. Forman -- 15.9 years

      -     Kent B. Herrick -- 10.7 years

      These plans provide retirement benefits to a vested participant in the
form of a life-time pension, the amount of which is equal to a percentage of the
participant's average base salary over the 60 months immediately before his or
her retirement date, multiplied by years of credited service (up to a maximum of
35 years), and reduced in the case of some benefits payable under the
supplemental retirement plan by a percentage of Social Security benefits.

      The table below shows the estimated annual pension benefit (which is not
subject to further deduction for Social Security benefits or other offset
amounts) payable under the plans on a straight life annuity basis to executive
officers retiring at age 65 in the earnings and years of service classifications
specified, without considering any benefits which in some cases may be payable
to a participant due to voluntary contributions made by the participant before
1985.

                                      B-2

<PAGE>

<TABLE>
<CAPTION>
                           Estimated Annual Benefit at Age 65 for Years of Service Indicated
                           ------------------------------------------------------------------
Average Annual             15               20             25              30               35 or
Base Salary                                                                                Longer
------------------  ----------------  --------------  -------------  --------------    --------------
<S>                 <C>               <C>             <C>            <C>               <C>
$ 90,000..........       $ 16,875        $ 22,500       $ 28,125        $ 33,750          $ 39,375
 100,000..........         18,750          25,000         31,250          37,500            43,750
 125,000..........         23,437          31,250         39,062          46,875            54,688
 150,000..........         28,125          37,500         46,875          56,250            66,482
 175,000..........         33,215          44,287         55,402          66,482            79,607
 200,000..........         38,840          51,787         64,777          77,732            92,732
 225,000..........         44,465          59,287         74,142          88,982           105,857
 250,000..........         50,090          66,787         83,577         100,232           118,982
 275,000..........         55,715          73,787         92,892         111,482           132,107
 300,000..........         61,340          81,878        102,267         122,732           145,232
 400,000..........         83,840         111,787        139,967         167,732           197,732
 450,000..........         95,090         126,787        158,577         190,232           233,982
 500,000..........        106,340         141,787        177,267         212,732           250,732
 550,000..........        117,590         156,787        196,017         235,232           276,482
 600,000..........        128,840         171,787        214,767         257,732           302,732
</TABLE>

CHANGE IN CONTROL AGREEMENTS

      We have entered into change in control agreements with some of our
executives, including all of the executive officers named in the Summary
Compensation Table. All of the agreements are substantially identical. Among
other things, each provides that if we terminate the executive's employment,
except for cause, within six months before or one year after a "change in
control" (as defined), or if the executive resigns within one year after a
change in control following any of specified adverse changes in the terms of his
employment, he will be entitled to benefits that include:

      -     a cash payment equal to one year's salary plus the average of his
            last three years' bonus;

      -     one year of medical insurance coverage and, if this coverage is
            taxable to the employee, a cash payment equal to the employee's
            corresponding federal income tax obligation;

      -     reimbursement for outplacement services up to $50,000; and

      -     credit for one additional year of service under our defined benefit
            pension plan or, if the credit is not permitted under the terms of
            the plan, a cash payment in an amount actuarially equivalent to the
            credit.

      Each agreement also provides that the executive's outstanding phantom
share awards under our Management Incentive Plan will become vested and payable
following a change in

                                      B-3

<PAGE>

control in accordance with the change in control terms of that plan
notwithstanding the somewhat different definition of "change in control" in the
change in control agreements.

      Each agreement has a three-year term and will renew automatically for
successive three-year terms unless we give the executive notice of non-renewal
at least one year before the scheduled expiration date.

AGREEMENTS WITH ALIXPARTNERS AND AP SERVICES

      We have a contract with AlixPartners, LLC under which it is providing
financial and operational consulting services to improve the operating
performance of our Engine and Power Train Group. We also have a contract with AP
Services, LLC, an affiliate of AlixPartners, under which its personnel are
providing interim management services for the group, including the services of
James Bonsall, who serves as President of our Engine and Power Train Business
Unit. For 2005, we paid AlixPartners and AP Services a total of approximately
$7.8 million under those contracts, including approximately $543,500 for the
services of Mr. Bonsall, and we will make substantial payments to them again
this year.

                                      B-4

<PAGE>

                                   APPENDIX C
                   SHAREHOLDER RETURN PERFORMANCE PRESENTATION

      The graph which follows compares the performance over the last five years
of our Class B shares (trading symbol TECUB) to the Standard & Poor's 500 Stock
Index and to a composite industry group index made up of two Standard & Poor's
indexes: Consumer Discretionary: Household Appliances (70%) and Industrials:
Industrial Machinery (30%). The graph assumes an investment of $100 in the Class
B shares and in each index on December 31, 2000 and reinvestment of all cash
dividends in shares of the same class.

                 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
                 AMONG TECUMSEH PRODUCTS COMPANY, S&P 500 INDEX,
                        AND S&P COMPOSITE INDUSTRY INDEX

                                  [PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
                                 2000       2001       2002       2003       2004        2005
                               --------   --------   --------   --------   --------   ---------
<S>                            <C>        <C>        <C>        <C>        <C>        <C>
Tecumseh Products Company       100.00     130.02     115.64     133.22     134.00       59.57

S&P 500 Index                   100.00      88.11      68.64      88.33      97.94      102.75

S&P Composite Industry Index    100.00     110.93     101.66     132.74     159.17      167.79
</TABLE>

                                      C-1

<PAGE>

                                   APPENDIX D
                            AUDIT AND NON-AUDIT FEES

      The table below shows the fees billed to us by PricewaterhouseCoopers LLP,
our principal accountants for the last two fiscal years. All of the services
either were performed under engagements approved by our Audit Committee before
we entered into them or were "grandfathered" so as not to require pre-approval
under the applicable SEC rules on accountant independence. The fees included in
the Audit category are fees billed for the fiscal years for the audit of our
annual consolidated financial statements included in our annual report to
shareholders on Form 10-K and review of our consolidated financial statements
included in Forms 10-Q and related matters within that category. The fees
included in each of the other categories are fees billed in the fiscal years.

<TABLE>
<CAPTION>
                                                                               2004              2005
                                                                           ------------      ------------
<S>                                                                        <C>               <C>
Audit fees..............................................................     $3,666,000       $ 2,881,000
Audit-related fees......................................................         67,000            19,000
Tax fees................................................................        198,000           148,000
All other fees..........................................................          3,000             3,000
                                                                             ----------       -----------
    Total...............................................................     $3,934,000       $ 3,051,000
</TABLE>

      Audit fees were for professional services rendered for the audits of our
consolidated financial statements, quarterly reviews of the financial statements
included in our quarterly reports on Form 10-Q, for auditing our internal
controls, and assistance with and review of documents we filed with the SEC.

      Audit-related fees were for foreign pension and other regulatory services.

      Tax fees were for services related to U.S. customs law and foreign tax
compliance and consulting services.

      All other fees were for software licensing fees for accounting research
software.

      The Audit Committee's current policy requires pre-approval of all audit
and non-audit services provided by the independent accountants before the
engagement of the independent accountants to perform them. Audit, tax, and some
types of audit-related and other services may be pre-approved generally, through
approval of frameworks of services to be rendered. Services not covered by a
general pre-approval require specific pre-approval. The committee may delegate
authority to its chairman to pre-approve the engagement of independent
accountants when the entire committee is unable to do so. The chairman must
report all such pre-approvals to the entire committee at the next committee
meeting.

                                      D-1

<PAGE>

                                   APPENDIX E
                             AUDIT COMMITTEE CHARTER
                            (Revised: June 25, 2005)

GENERAL:

      The audit committee (the "Committee") of the board of directors (the
"Board") of Tecumseh Products Company (the "Company") shall consist of a minimum
of three directors. Members of the Committee shall be appointed by the Board
annually upon the recommendation of the Company's Corporate Governance and
Executive Compensation committee and may be removed by the Board in its
discretion. All members of the Committee shall be independent directors under
the standards of the NASD, Inc., and shall also satisfy the NASD's independence
requirement for members of the Committee. All members shall have sufficient
financial experience and ability to be financially literate and to enable them
to discharge their responsibilities and at least one member shall be an audit
committee financial expert.

PURPOSE:

      The purpose of the Committee shall be to assist the Board in its oversight
of:

      -     management's conduct of the Company's financial reporting process,

      -     the integrity of the financial statements of the Company;

      -     the Company's compliance with legal and regulatory requirements;

      -     the independence and qualifications of the independent auditor; and

      -     the performance of the Company's internal audit function and
            independent auditors (by reviewing the financial reports and other
            financial information provided by the Company to any governmental or
            regulatory body, the public or other users thereof, the Company's
            systems of internal accounting and financial controls, and the
            annual independent audit of the Company's financial statements).

      In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to retain outside
counsel, auditors or other experts for this purpose. The Board and the Committee
are in place to represent the Company's shareholders; accordingly, the outside
auditor is ultimately accountable to the Board and the Committee. The Audit
Committee may request any officer or employee of the Company or the Company's
outside counsel or independent auditor to attend a meeting of the Committee or
to meet with any members of, or consultants to, the Committee.

      The Committee shall meet not less than 4 times per year and shall make
regular reports to the Board about Committee activities, issues, and related
recommendations. The Chairman of the Committee may call special meetings of the
Committee, as circumstances require. The Committee will invite members of
management, auditors or others to attend meetings and provide pertinent
information, as necessary. The Committee will hold private audit and executive
sessions. Meeting agendas will be prepared and provided in advance to members
along with appropriate briefing materials. The Committee will perform other
activities related to this charter

                                      E-1

<PAGE>

as requested by the Board. The Committee will keep minutes of its meetings. The
minutes will be circulated among the members of the Committee and the Board.

KEY RESPONSIBILITIES:

      The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the outside auditors are responsible for auditing those
financial statements. Additionally, the Committee recognizes that financial
management (including the internal audit staff), as well as the outside
auditors, have more time, knowledge and more detailed information on the Company
than do Committee members; consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the outside auditor's work.

      The functions set forth below shall be the common recurring activities of
the Committee in carrying out its oversight purpose. These functions are set
forth as a guide with the understanding that the Committee may divert from this
guide as appropriate given the circumstances. In conducting its activities, the
Committee shall have the authority and responsibilities described herein:

      1. To discuss with management and the independent auditor the annual
audited financial statements and quarterly financial statements, including
matters required to be reviewed under applicable legal, regulatory or NASD
requirements. In connection therewith:

      -     The Committee shall review with management and the outside auditors
            the audited financial statements to be included in the Company's
            Annual Report on Form 10-K (or the Annual Report to Shareholders if
            distributed prior to the filing of Form 10-K) and review and
            consider with the independent auditors the matters required to be
            discussed by Statement of Auditing Standards ("SAS") No. 61.

      -     As a whole, or through the Committee chair, the Committee shall
            review with the outside auditors the Company's interim financial
            results to be included in the Company's quarterly reports to be
            filed with the Securities and Exchange Commission and the matters
            required to be discussed by SAS No. 61. This review will occur prior
            to the Company's filing of the Form 10-Q.

      -     The Committee shall discuss with management and the independent
            auditors the quality and adequacy of the Company's internal
            controls.

      -     The Committee shall:

                  -     Annually obtain from and review with the Company's
                        independent auditor(s) a formal statement from the
                        independent auditors delineating all relationships,
                        financial interests, investments, arrangements or
                        non-audit consulting services being performed which
                        could impair or give the appearance of impairing the
                        auditor's independence. In assessing auditor
                        independence, the Committee will rely primarily on sound
                        business judgment, and the guidelines established for
                        auditor

                                      E-2
<PAGE>
                  independence by the Securities and Exchange Commission's Rules
                  as set forth in the Revisions of the Commission's Auditor
                  Independence Requirement issued November 21, 2000 (which may
                  be amended from time to time) and other generally accepted
                  standards or pronouncements which may govern or define
                  standards of auditor independence;

            -     discuss with the independent auditors any such disclosed
                  relationships and their impact on the outside auditor's
                  independence; and

            -     recommend that the Board take appropriate action in response
                  to the independent auditor's report to satisfy itself of the
                  auditor's independence.

      -     The Committee, subject to any action that may be taken by the full
            Board, shall have the ultimate authority and responsibility to
            select (or nominate for shareholder approval), evaluate and, where
            appropriate, replace the independent auditor to examine the
            Company's accounts, controls and financial statements.

2.    To review at least annually the adequacy of this charter and recommend any
      proposed changes to the Board for approval.

3.    To discuss with management and the independent auditor, as appropriate,
      earnings press releases and financial information and earnings guidance
      provided to analysts and to rating agencies.

4.    To have the sole authority to approve all audit engagement fees and terms
      and the Committee, or a member of the Committee, to pre-approve any
      non-audit service provided to the Company by the Company's independent
      auditor.

5.    To meet with the independent auditor prior to the audit to review the
      proposed audit scope and approach, including coordination of the audit
      effort with internal audit.

6.    To discuss with management and the independent auditor, as appropriate,
      any audit problems or difficulties, including any serious difficulties or
      disputes with management encountered during the audit, and management's
      response.

7.    Inquire of management and the independent auditors about significant risks
      or exposures facing the Company; assess the Company's risk assessment and
      risk management policies, including the Company's major financial risk
      exposure and steps taken by management to monitor and mitigate such
      exposure; and periodically review compliance with such steps.

8.    To review the Company's financial reporting practices, including its
      critical accounting policies and practices, significant changes in such
      policies or practices or in their application, and the key accounting
      decisions affecting the Company's financial statements, including
      alternatives to, and the rationale for, the decisions made.

9.    To review the significant reports to management prepared by the internal
      auditing department and management's responses.

10.   To review with management the policies and procedures with respect to
      officers' expense accounts and perquisites, including their use of
      corporate assets, and consider the results of any review of these areas by
      the internal audit staff or the independent auditor.

                                      E-3

<PAGE>

11.   To review and approve the Company's internal corporate audit staff
      functions, including: (i) purpose, authority and organizational reporting
      lines; (ii) annual audit plan, budget and staffing; (iii) concurrence in
      the appointment, compensation and rotation of the corporate audit staff;
      (iv) review and concur in the appointment and replacement of the senior
      internal auditing executive; (v) ensure there are no unjustified
      restrictions, or limitations, on the internal audit function; and (vi)
      audit of the application of the Code of Ethics for Chief Executive Officer
      and senior financial officers.

12.   To (i) review the process for communicating the Code of Ethics to Company
      personnel, and for monitoring compliance therewith, and (ii) grant waivers
      to the Code of Ethics, when appropriate.

13.   To review, with the Chief Executive Officer and the Chief Financial
      Officer, or such others as the Committee deems appropriate, the Company's
      internal system of audit and financial controls and the results of
      internal audits.

14.   To obtain and review at least annually a formal written report from the
      independent auditor delineating: the auditing firm's internal
      quality-control procedures; any material issues raised within the
      preceding five years by the auditing firm's internal quality-control
      reviews, by peer reviews of the firm, or by any governmental or other
      inquiry or investigation relating to any audit conducted by the firm. The
      Committee will also review steps taken by the auditing firm to address any
      findings in any of the foregoing reviews. Also, in order to assess auditor
      independence, the Committee will review at least annually all
      relationships between the independent auditor and the Company.

15.   To inquire of the Chief Executive Officer and the Chief Financial Officer
      regarding the "quality of earnings" of the Company from a subjective as
      well as an objective standpoint.

16.   To prepare and publish an annual Committee report in the Company's proxy
      statement.

17.   To set policies for the hiring of employees or former employees of the
      Company's independent auditor.

18.   To review and investigate any matters pertaining to the integrity of
      management, including conflicts of interest, or adherence to standards of
      business conduct as required in the policies of the Company. This should
      include regular reviews of the compliance processes in general,
      effectiveness of the system for monitoring compliance with laws and
      regulations, the findings of any examinations by regulatory agencies, and
      any auditor observations, the results of management's investigation and
      follow-up (including disciplinary action) of any instances of
      noncompliance, and the Company's risk management process in particular. In
      connection with these reviews, the Committee will meet, as deemed
      appropriate, with the General Counsel and other Company officers or
      employees.

19.   To establish procedures for (i) the receipt, retention and treatment of
      complaints received by the Company, regarding accounting, internal
      accounting controls or auditing matters, and (ii) confidential, anonymous
      submission by employees of the Company of concerns regarding questionable
      accounting or auditing matters.

                                      E-4

<PAGE>

OTHER DUTIES:

      The Committee shall meet separately at least quarterly with management,
with the corporate audit staff and also with the Company's independent auditors.

      The Committee shall have authority to retain such outside counsel, experts
and other advisors as the Committee may deem appropriate in its sole discretion.
The Committee shall have sole authority to approve related fees and retention
terms.

      The Committee shall report its recommendations to the Board after each
Committee meeting and shall conduct and present to the Board an annual
performance evaluation of the Committee.

                                      E-5
<PAGE>

PROXY

                 TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

                           TECUMSEH PRODUCTS COMPANY

       THE BOARD OF DIRECTORS SOLICITS THIS PROXY FOR THE ANNUAL MEETING
                   OF SHAREHOLDERS TO BE HELD APRIL 26, 2006

      By signing on the reverse, I (or, if more than one person signs, we) --

      -     authorize either of Todd W. Herrick or James S. Nicholson to act as
            my (or our) proxy at the Annual Meeting of Shareholders of Tecumseh
            Products Company to be held on Wednesday, April 26, 2006 and at any
            adjournments of that meeting,

      -     give each proxy full power to name another person to substitute for
            him as proxy,

      -     authorize each proxy to vote any and all shares of Tecumseh Products
            Company Class B Common Stock, $1.00 par value, registered in my name
            (or our names) or which for any reason I (or we) may be entitled to
            vote, and

      -     direct the proxies to vote as specified on the reverse side and to
            vote in their discretion on any other matters that may come before
            the meeting.

                CONTINUED AND TO BE VOTED AND SIGNED ON REVERSE

<PAGE>

                                        2006 ANNUAL MEETING OF SHAREHOLDERS
                                        WEDNESDAY, APRIL 26, 2006
                                        Tecumseh Country Club
      [TECUMSEH LOGO]                   5200 Milwaukee Road
  TECUMSEH PRODUCTS COMPANY             Tecumseh, MI 49286

--------------------------------------------------------------------------------
                       INSTRUCTIONS FOR VOTING YOUR PROXY
This proxy covers all Class B Shares of Tecumseh Products Company held of
record.

                    THERE ARE THREE WAYS TO VOTE YOUR PROXY
   TELEPHONE VOTING               INTERNET VOTING              VOTING BY MAIL

This method of voting is      Visit the Internet            Simply mark, sign
available for residents       voting Web site at            and date your proxy
of the U.S. and Canada.       http://proxy.georgeson.com.   card and return it
On a touch tone telephone,    Enter the COMPANY NUMBER      in the postage-paid
call TOLL FREE 1-800-786-     AND CONTROL NUMBER shown      envelope. If you are
5219, 24 hours a day, 7       below and follow the          voting by telephone
days a week. You will be      instructions on your screen.  or the Internet,
asked to enter ONLY the       You will incur only your      please do not mail
CONTROL NUMBER shown below.   usual Internet charges.        your proxy card.
Have this proxy card ready,   Available 24 hours a day,
then follow the prerecorded   7 days a week until 5:00
instructions. Your vote will  p.m. Eastern Daylight Time
be confirmed and cast as you  on April 25, 2006.
directed. Available 24 hours
a day, 7 days a week until
5:00 p.m. Eastern Daylight
Time on April 25, 2006.

              COMPANY NUMBER                  CONTROL NUMBER

                 TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
      PLEASE MARK YOUR
[X]   VOTES AS IN
      THIS EXAMPLE.


1. To elect a                  FOR ALL 2. To ratify the      FOR AGAINST ABSTAIN
   Board of     FOR  WITHHOLD  EXCEPT     Audit Committee's  [ ]   [ ]     [ ]
   Directors    [ ]    [ ]       [ ]      selection of
   of the                                 PricewaterhouseCoopers
   Corporation                            LLC as the Company's
   to hold office                         independent accountants
   until the next                         for 2006.
   Annual Meeting
   of Shareholders                        If you sign and return this proxy,
   or until their                      the proxies will vote your shares as
   successors are                      specified above. IF YOU DO NOT SPECIFY
   elected and                         HOW TO VOTE, THE PROXIES WILL VOTE
   qualified.                          YOUR SHARES FOR THE ELECTION AS
                                       DIRECTORS OF ALL NOMINEES LISTED
   Todd W. Herrick, Peter M.           ABOVE, FOR PROPOSAL NO. 2, AND IN
   Banks, Jon E. Barfield,             THEIR DISCRETION ON ANY OTHER MATTERS
   David M. Risley, Albert A. Koch     THAT MAY COME BEFORE THE MEETING.

   INSTRUCTIONS: To withhold authority          WE APPRECIATE YOUR PROMPT ACTION
   to vote for any individual nominee,      IN SIGNING AND RETURNING THIS PROXY.
   check the "For All Except" box and
   write that nominee's name in the
   space provided below.
______________________________________

                                                  ______________________________
                                                  Signature

                                                  ______________________________
                                                  Signature

                                                  DATED:_________________ , 2006

                                                  NOTE: Please sign exactly
                                                  as your name(s) appear
                                                  above. Joint owners should
                                                  each sign. When signing as
                                                  attorney, executor,
                                                  administrator, trustee, or
                                                  guardian, please give your
                                                  full title.

   PLEASE PROMPTLY COMPLETE, DATE, SIGN, AND RETURN THIS PROXY CARD USING THE
                               ENCLOSED ENVELOPE.
     If you have any questions or need assistance, please contact Georgeson
    Shareholder Communications Inc., our Proxy Solicitor at 1-800-223-2064.