EX-10.19






Exhibit 10.19




TECUMSEH PRODUCTS COMPANY

SUPPLEMENTAL RETIREMENT PLAN

Amended and Restated effective as of January 1, 2005)




ARTICLE I

PURPOSE




     1.1 Tecumseh Products Company, a Michigan corporation (the “Company”), continues the Tecumseh
Products Company Supplemental Retirement Plan (the “Plan”) for the purpose of providing certain
management or highly compensated Employees with retirement benefits in excess of (or in addition
to) those benefits provided under the Salaried Retirement Plan (“Salaried Plan”) or under the
Consolidated Pension and Retirement Plan (“Consolidated Plan”) of Tecumseh Products Company. The
Salaried Plan and/or the Consolidated Plan are sometimes referred to as the “Retirement Plan(s)”).



     1.2 This Plan supplements benefits for Selected Participants under the Salaried Plan to the
extent such benefits are




	 	(i)	 	reduced due to the limits of Section 401(a)(17) and Section 415 of the
Internal Revenue Code of 1986, as amended (the “Code”), and/or
	 
	 	(ii)	 	reduced as a result of a change in the Salaried Plan benefit formula
that became effective as of January 1, 1993.





     1.3 This Plan supplements benefits for Deferral Participants under the Salaried or
Consolidated Plan as payable to Deferral Participants in accordance with Section 6.8 of the
Executive Deferred Compensation Plan and/or Section 6.8 of the Voluntary Deferred Compensation Plan
of Tecumseh Products Company.



     1.4 This Plan is intended to be an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly compensated Employees as
described in Sections 201(a)(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”).



ARTICLE II

DEFINITIONS




     Unless a different meaning is expressly assigned, all capitalized terms used in this Plan have
the same meaning as in the applicable Retirement Plan. In addition, the following terms shall have
the following meanings unless the context in which the term is used clearly indicates that another
or different meaning is intended:



     2.1 “Adjusted Retirement Benefits”



     A. For Selected Participants: “Adjusted Retirement Benefits” means the benefits that a
Selected Participant or his surviving spouse would have received under the Salaried Plan based



 









 







on
the terms of the Salaried Plan at April 30, 2007 had those Salaried Plan benefits commenced at the
time and in the form specified in Section 5.2, but as if —




(i) the limitation on benefits imposed by Section 415 of the Code were disregarded;




(ii) Base Compensation were computed without reduction due to the limits of Section
401(a)(17) of the Code; and




(iii) such benefits were computed by applying whichever of the following two benefit
formulas results in the largest monthly amount when applied to all of the Participant’s
Benefit Service under the Salaried Plan as of the time benefits become payable under this
Plan (subject, however, to the 30 and 35 year limits on service, as described in the
formulas; provided that Formula 1 shall not apply to any person who first became a covered
under the Salaried Plan after January 1, 1993):




Formula 1 The difference, “A” minus “B”, where -




“A” represents 1-1/2% of the Participant’s Average Monthly Compensation multiplied
by his years and fractional years of Benefit Service (provided that no Benefit
Service in excess of 35 years shall be included), and




“B” represents 1-2/3% of the Participant’s Primary Social Security Benefit
multiplied by his years and fractional years of Benefit Service (provided that no
Benefit Service in excess of 30 years shall be included). However, if “B” as
computed pursuant to the preceding sentence exceeds 50% of “A”, then “B” shall be
reduced to 50% of “A”.




Formula 2 The amount “G”, where “G” represents 1-1/4% of the Participant’s Average Monthly
Compensation multiplied by his years and fractional years of Benefit Service (provided that
no Benefit Service in excess of 35 years shall be included).




B. For Deferral Participants: For an Employee who has experienced a reduction in
his or her benefits under a Retirement Plan as a consequence of having made elective
deferrals of compensation under the Executive Deferred Compensation Plan or the Voluntary
Deferred Compensation Plan of Tecumseh Products Company (as provided under Section 6.8 of
each of those deferred compensation plans), “Adjusted Retirement Benefits” means the
benefits in the form and amount that a Deferral Participant or his surviving spouse would
have received under the applicable Retirement Plan if those elective deferrals had been
included in his Compensation or Base Compensation for the year in which such compensation
(but for the deferral election) would have been paid. In the determination of Adjusted
Retirement Benefits under subsection A above for a Deferral Participant who is also a
Selected Participant, elective deferrals of Base Compensation shall be included in Base
Compensation for the year in which such compensation (but for the deferral election) would
have been paid.



     2.2 “Board” means the Board of Directors of the Company.



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     2.3 “Retirement Benefits” means benefits in the form and amount that would have been payable
to the Participant or his surviving spouse (if any) under the applicable Retirement Plan had those
Retirement Plan benefits commenced at the applicable time and in the applicable form specified in
Section 5.2.



     2.4 “Employee” means any individual employed by the Company or any of its subsidiaries.



     2.5 The following terms are defined elsewhere in this Plan:



	 	 	 
	“Administration Committee”

	 	Sec. 9.1;
	“Code”

	 	Sec. 1.2;
	“Company”

	 	Sec. 1.1;
	“Deferral Participant”

	 	Sec. 4.1;
	“ERISA”

	 	Sec. 1.2;
	“Participating Employer(s)”

	 	Sec. 3.2;
	“Plan”

	 	Sec. 1.1;
	“Reason”

	 	Sec. 6.2;
	“Retirement Plan”

	 	Sec. 1.1;
	“Selected Participant”

	 	Sec. 4.1;
	“Subsidiary”

	 	Sec. 3.1;
	“Vested”

	 	Sec. 6.1.






ARTICLE III

EMPLOYER PARTICIPATION




     3.1 If a Subsidiary of the Company wishes to participate in the Plan and its participation is
approved by the Administration Committee, the board of directors of the Subsidiary shall adopt a
resolution in form and substance satisfactory to the Administration Committee authorizing
participation by the Subsidiary in the Plan with respect to its Employees. As used herein, the
term “Subsidiary” means any corporation at least one-half of whose outstanding voting stock is
owned, directly or indirectly, by the Company.



     3.2 A Subsidiary participating in the Plan may cease to be a Participating Employer at any
time by action of the Administration Committee, or by action of the board of directors of such
Subsidiary, which latter action shall be effective not earlier than the date of delivery to the
Secretary of the Company of a certified copy of a resolution of the Subsidiary’s board of directors
taking such action. If the participation in the Plan of a Subsidiary shall terminate, such
termination shall not relieve it of any obligations heretofore incurred by it under the Plan except
with the approval of the Board of Directors of the Company. The Company and each of its
Subsidiaries participating in this Plan are sometimes called “Participating Employer(s)” in this
Plan.



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ARTICLE IV

PARTICIPATION




     4.1 “Selected Participants” shall be those Participants in the Salaried Plan whose Base
Compensation for the purpose of determining benefits under the Salaried Plan is limited by Section
401(a)(17), or whose benefit under the Salaried Plan is limited by Section 415 of the Code and who
are selected for participation in this Plan by the Administration Committee. Selected Participants
are listed on attached Exhibit A, as modified from time to time. The Administration Committee
shall promptly notify each Selected Participant in writing of his selection for participation in or
removal from or other cessation of participation in this Plan. The Administration Committee shall
maintain a record of all Selected Participants.



     4.2 The Plan also covers two additional categories of Participants as described below:




	 	(i)	 	Benefits remaining payable to certain Employees and surviving spouses under
supplemental executive retirement agreements dated October 19, 1992 (and effective
January 1, 1993) have been incorporated in Section 2.1 (Formula 1) of this Plan. Such
Employees are listed on attached Exhibit A as “1993 Participants.”
	 
	 	(ii)	 	Additionally, this Plan shall cover, as “Deferral Participants,” any Employee
who has experienced a reduction in his or her benefits under the Salaried Plan or the
Consolidated Plan as a consequence of making elective deferrals of compensation under
the Executive Deferred Compensation Plan or the Voluntary Deferred Compensation Plan of
Tecumseh Products Company (as provided under Section 6.8 of each of those deferred
compensation plans).





     4.3 A Participant shall cease to accrue benefits under this Plan on the earliest of (i)
termination of employment, (ii) retirement, (iii) Total and Permanent Disability, (iv) death, (v)
withdrawal from participation in the Plan by the Participant’s Participating Employer, or (vi)
removal of the Participant from participation by the Administration Committee; provided, however,
that no such event shall impair the right to receive benefits earned and/or vested under this Plan
prior to such event, recognizing that the amount of such benefits may increase or decrease over
time, depending on the various factors taken into account in computing the benefit.



ARTICLE V

BENEFITS




     5.1 Subject to becoming and remaining vested under Article VI, a Participant’s benefits under
the Plan shall be his Adjusted Retirement Benefits reduced by his Retirement Benefits, with the
initial benefit payment(s) to be reduced or eliminated in amounts up to $5,000 in the aggregate, as
described in Section 5.5, on account of obligations to the Company as described in Section 12.6.



     5.2 Any benefits payable under this Plan to a Selected Participant and to his surviving spouse
(if any) pursuant to this Plan shall commence either (A) on that first date on which the



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Participant is entitled to commence a retirement or deferred benefit under the applicable
Retirement Plan (whether or not he actually commences his Retirement Plan benefit at that time), or
(B) on that date on which the Participant has a “separation from service” with the Employer (as
determined in accordance with Code Section 409A), whichever of those two dates is later,
and shall be paid in one of the following three forms, whichever form applies to that Participant,
commencing on the later of those two dates:




	 	a.	 	if the Participant is unmarried at the benefit
commencement date, the benefits shall be paid in the form of a single-life
annuity;
	 
	 	b.	 	if at the benefit commencement date the Participant has
attained age 55, has accrued 10 or more Years of Service under the
Retirement Plan and is married, the benefits shall be paid in the form of a
joint-and-surviving spouse annuity using the “95%-55%” formula found in
Art. II Sec. 8(F)(1) of the Salaried Plan; or
	 
	 	c.	 	if at the benefit commencement date the Participant is
married but does not meet the other criteria in (b) above, the benefits
shall be paid in the form of a joint-and-surviving spouse annuity using the
“50% survivor option” formula found in Art. VII Sec. 2(E)(1) of the
Salaried Plan.




Any benefits payable under this Plan by reason of someone being a Deferral Participant shall be
calculated actuarially at such Participant’s death or his 65th birthday, whichever is
earlier, and paid as soon as practicable thereafter in a lump sum to the Participant or his
surviving spouse, if any, otherwise to the Participant’s estate.




     5.3 If a Selected Participant dies before benefits commence under this Plan, the Participant’s
surviving spouse (if any) shall be entitled to a survivor benefit under this Plan equal to (a) the
survivor benefit provided for in the applicable Retirement Plan calculated as though the
Participant’s benefit under that Retirement Plan was his Adjusted Retirement Benefit,
reduced by (b) the survivor benefit then payable to the surviving spouse under that
Retirement Plan, with the initial benefit payment(s) to be reduced or eliminated, up to $5,000, as
described in Section 5.5, on account of any obligations to the Company as described in Section
12.6. Survivor benefits in respect of Selected Participants under this Plan shall be paid in the
applicable form of surviving spouse benefit specified in Section 5.2, commencing as soon as
practicable following the earliest date on which the Participant could have commenced a retirement
or deferred benefit under the applicable Retirement Plan had the Participant lived until that date
and then immediately separated from service. Survivor benefits payable to Deferral Participants
shall be determined pursuant to the final sentence of Section 5.2.



     5.4 If a Participant dies after benefits under this Plan commence, surviving spouse benefits,
if any, shall be paid in accordance with Section 5.2.



     5.5 If a Participant is obligated to the Company as described in Section 12.6 at the time
benefits first become payable to the Participant or his spouse under the Plan, then the initial
monthly benefit payment(s), net of required withholding taxes, shall be applied in reduction of



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such obligations (not to exceed $5,000) until they are fully repaid. Only after such benefits
are fully repaid shall payments commence to the Participant or his spouse under the Plan.



     5.6 Notwithstanding the foregoing provisions of this Article V, in the case of a “specified
employee,” commencement of benefit installments based on such employee’s “separation from service”
with the Employer (as determined in accordance with Code Section 409A) shall be delayed until six
months following the date of such separation from service (or until death, if earlier) and the
first installment paid shall include the total of installments otherwise payable during the period
of delay. (“Specified employees” are employees who (i) own more than 5 percent of the stock of the
Company; (ii) own more than 1 percent of the stock of the Company and have compensation from the
Employer in excess of $150,000 a year (not indexed); or (iii) are officers of the Employer with
compensation in excess of $145,000 a year (indexed)).



ARTICLE VI

VESTING




     6.1 Except as otherwise provided in the Plan, a Participant’s entitlement to benefits under
the Plan shall become vested on the first day of the calendar month after such Participant has
become entitled to a Deferred Benefit under Article VII, Section 2 of the Salaried Plan, or under
Article VII-A, Section 2 of the Consolidated Plan or at such earlier date as he dies or has a
Disability. “Disability” means any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period of not less than
12 months: (i) which renders an employee unable to engage in any substantial gainful activity; or
(ii), which enables an employee to receive income replacement benefits for a period of not less
than 3 months under an accident and health plan covering employees of the employee’s Employer,
provided that this definition shall be interpreted in accordance with Code Section 409A(a)(2)(A)(v)
and regulations and other guidance thereunder. Notwithstanding (i) and (ii), an employee shall be
deemed to have a total and permanent disability when determined to be totally disabled by the
Social Security Administration. As used in the Plan, “vested” refers to the right to receive a
benefit calculated pursuant to Section 5.1, recognizing that the amount of such benefit may
increase or decrease over time, depending on the various factors taken into account in computing
the benefit. The provisions of Sections 6.2 and 6.3 shall govern the forfeiture of benefits which
are not vested and, in certain circumstances, even those which had become fully vested. Subject to
Section 12.7, a Participant’s benefits, to the extent not previously vested, shall become fully
vested and payable as of the Participant’s Normal Retirement Date.



     6.2 Any unpaid vested benefits shall be forfeited as a result of termination of employment for
one or more Reasons specified below, as determined by the Administration Committee. Also, any
previously unpaid vested benefits in pay status shall be forfeited for any one or more of the
Reasons specified in subsections (iv) and (v) below. Such “Reason,” for the sole purpose of
determining whether a Participant’s otherwise vested benefits are to be forfeited, shall be deemed
to exist where -




	 	(i)	 	The Participant, after receiving written notice of prior breach from his
Participating Employer, again breaches any material written rules, regulations or




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	 	 	 	policies of the Participating Employer now existing or hereafter arising which are
uniformly applied to all Employees of the Participating Employer or which rules,
regulations and policies are promulgated for general application to executives,
officers or directors of the Participating Employer; or






	 	(ii)	 	The Participant willfully and repeatedly fails to substantially perform the
duties of his employment (other than any such failure resulting from his incapacity due
to physical or mental illness) after a written demand for substantial performance is
delivered to him by his immediate supervisor, which demand specifically identifies the
manner in which the supervisor believes that the Participant has not substantially
performed his duties; or
	 
	 	(iii)	 	The Participant is repeatedly or habitually intoxicated or under the influence
of drugs while on the premises of the Participating Employer or while performing his
employment duties, after receiving written notice thereof from the Participating
Employer, such that the Administration Committee determines in good faith that the
Participant is impaired in performing the duties of his employment; or
	 
	 	(iv)	 	The Participant is convicted of a felony under state or federal law, or commits a
crime involving moral turpitude; or
	 
	 	(v)	 	The Participant embezzles any property belonging to the Company or any of its
Subsidiaries such that he may be subject to criminal prosecution therefor or the
Participant intentionally and materially injures the Company or any of its Subsidiaries
or their personnel or property.




Nothing in this Plan shall alter the at-will nature of the Participant’s employment relationship
with his Participating Employer. Nothing in this Plan shall confer upon any Participant the right
to continue in the employ of the Company or any of its Subsidiaries.




     6.3 Except as provided in Section 6.1, if a Participant voluntarily terminates his employment
with the Participating Employer or is terminated by the Participating Employer for no reason or for
any reason whatsoever, his benefits shall be forfeited, except for that portion (if any) which the
Administration Committee, in its sole and absolute discretion, permits him to retain. Nothing in
this Plan shall alter the at-will nature of the Participant’s employment relationship with his
Participating Employer. Nothing in this Plan shall confer upon any Participant the right to
continue in the employ of the Company or any of its Subsidiaries.



ARTICLE VII

SOURCE OF PAYMENT




     7.1 Each Participating Employer shall pay the benefits earned by and payable to a Participant
under this Plan to the extent that the Participant’s benefit is based on compensation paid from the
Participating Employer’s payroll. Notwithstanding the withdrawal of a Participating Employer from
this Plan, it shall continue to be liable for benefits earned by each Participant on its payroll
prior to its withdrawal.



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     7.2 The benefits payable under this Plan shall be paid only from the general funds of each
Participating Employer, and each Participant and his surviving spouse shall be no more than
unsecured general creditors of the Participating Employer, with no special or prior right to any
assets of the Participating Employer for payment of any obligations hereunder. Nothing contained
in this Plan or elsewhere shall be deemed to create a trust or escrow of any kind for the benefit
of any Participant or any surviving spouse with respect to any assets of any Participating
Employer. Any assets (including without limitation insurance policies or annuities) which a
Participating Employer chooses to use to pay benefits under this Plan shall constitute general
assets of the Participating Employer, shall be subject to the claims of the Participating
Employer’s general creditors and shall not cause this to be a funded plan within the meaning of any
section of ERISA or the Code. No Participant or surviving spouse shall have any prior or special
claim to any such asset.



     7.3 The Board, upon the recommendation of the Administration Committee, may authorize the
creation of trusts or other arrangements to facilitate or ensure payment of some or all benefit
obligations under the Plan, provided that such trusts and arrangements are consistent with the
“unfunded” status of the Plan. A Participant shall have no right, title, or interest whatsoever in
or to any investments which a Participating Employer may make to aid it in meeting its obligations
hereunder. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary relationship between the
Participating Employer and the Participant or any other person. To the extent that any person
acquires a right to receive benefits under this Plan, such right shall be no greater than the right
of an unsecured general creditor of the Participating Employer. All payments to be made hereunder
shall be paid in cash from the general funds of the Participating Employer and no special or
separate fund shall be established and no segregation of assets shall be made to assure payments of
such amounts.



ARTICLE VIII

WITHHOLDING




     8.1 The Participant and (if applicable) his surviving spouse shall make appropriate
arrangements with the Participating Employer by which he was or is employed for the satisfaction of
any federal, state or local income tax withholding requirements and federal social security,
Medicare, or other employment tax requirements applicable to the payment or vesting of benefits.
If no other arrangements are made, the Participating Employer may provide, at its discretion, for
such withholding and tax payments as may be required.



ARTICLE IX

ADMINISTRATION OF THE PLAN




     9.1 The Plan shall be administered by the Administration Committee which shall have full
power, discretion and authority to interpret, construe and administer the Plan and any part
thereof, and the Administration Committee’s interpretation and construction thereof, and actions
thereunder, shall be binding and conclusive on all persons for all purposes. The Administration
Committee shall be the Governance Compensation and Nominating Committee of the Board, or such other
committee as the Board may subsequently appoint to administer the Plan. All actuarial
determinations shall be made by the actuary for the applicable Retirement



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Plan, and the Administration Committee shall be entitled to rely on the good faith
determinations of such actuary. Any Participant who is a member of the Administration Committee
shall take no part in any discretionary action by the Administration Committee which affects only
him. Decisions of the Administration Committee shall be final and binding on all parties who have
an interest in the Plan.



ARTICLE X

AMENDMENT OR TERMINATION OF THE PLAN




     10.1 The Board may at any time amend, alter, modify or terminate the Plan; provided, however,
that any such action shall not reduce any benefits earned under the Plan prior to such action. In
the event of termination of the Plan, the Administration Committee (in its sole discretion) may
accelerate the time of vesting and/or date of payment applicable to such benefits.



ARTICLE XI

CLAIMS AND DISPUTES




     11.1 Claims for benefits under the Plan shall be made in writing to the Administration
Committee. The Participant may furnish the Administration Committee with any written material he
believes necessary to perfect his claim.



     11.2 A person whose claim for benefits under the Plan has been denied, or his duly authorized
representative, may request a review and may appeal such review in accordance with the Claims
Procedure attached as Exhibit B.



     11.3 Unless otherwise required by law, any controversy or claim arising out of or relating to
this Plan or the breach thereof, including in particular any controversy relating to Articles VI or
IX and any appeal from a final decision under the Claims Procedure, shall be settled by binding
arbitration in the City of Ann Arbor in accordance with the laws of the State of Michigan by three
arbitrators, one of whom shall be appointed by the Company, one by the Participant (or in the event
of his prior death, his beneficiary(-ies)), and the third of whom shall be appointed by the first
two arbitrators. If the selected (third) arbitrator declines or is unable to serve for any reason,
the appointed arbitrators shall select another arbitrator. Upon their failure to agree on another
arbitrator, the jurisdiction of the Circuit Court of Lenawee County, Michigan shall be invoked to
make such selection. The arbitration shall be conducted in accordance with the commercial
arbitration rules of the American Arbitration Association except as provided in Section 11.4 below.
Judgment upon the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. Review by the arbitrators of any decision, action or interpretation of the
Board or Administration Committee shall be limited to a determination of whether it was arbitrary
and capricious or constituted an abuse of discretion, within the guidelines of Firestone Tire &
Rubber Co. v. Bruch, 489 U.S. 101 (1989). In the event the Participant or his beneficiary
shall retain legal counsel and/or incur other costs and expenses in connection with enforcement of
any of the Participant’s rights under this Plan, the Participant or beneficiary shall not be
entitled to recover from the Company any attorneys fees, costs or expenses in connection with the
enforcement of such rights (including enforcement of any arbitration award in court) regardless of
the final outcome.



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     11.4 Any arbitration shall be conducted as follows:




     (a) The arbitrators shall follow the Commercial arbitration Rules of the American
Arbitration Association, except as otherwise provided herein. The arbitrators shall
substantially comply with the rules of evidence; shall grant essential but limited
discovery; shall provide for the exchange of witness lists and exhibit copies; and shall
conduct a pretrial and consider dispositive motions. Each party shall have the right to
request the arbitrators to make findings of specific factual issues.




     (b) The arbitrators shall complete their proceedings and render their decision within
40 days after submission of the dispute to them, unless both parties agree to an extension.
Each party shall cooperate with the arbitrators to comply with procedural time requirements
and the failure of either to do so shall entitle the arbitrators to extend the arbitration
proceedings accordingly and to impose sanctions on the party responsible for the delay,
payable to the other party. In the event the arbitrators do not fulfill their
responsibilities on a timely basis, either party shall have the right to require a
replacement and the appointment of new arbitrators.




     (c) The decision of the arbitrator shall be final and binding upon the parties and
accordingly a judgment by any Circuit Court of the State of Michigan or any other court of
competent jurisdiction may be entered in accordance therewith.




     (d) The costs of the arbitration shall be borne equally by the parties to such
arbitration, except that each party shall bear its own legal and accounting expenses
relating to its participation in the arbitration.




     (e) Every asserted claim to benefits or right of action by or on behalf of any
Participant, past, present, or future, or any spouse, child, beneficiary or legal
representative thereof, against the Company or any Subsidiary arising out of or in
connection with this Plan shall, irrespective of the place where such right of action may
arise or be asserted, cease and be barred by the expiration of the earliest of: (i) one year
from the date of the alleged act or omission in respect of which such right of action first
arises in whole or in part, (ii) one year after the Participant’s termination of employment,
or (iii) six months after notice is given to or on behalf of the Participant of the amount
of benefits payable under this Plan.



ARTICLE XII

MISCELLANEOUS




     12.1 Governing Law; Indemnification. This Plan shall be governed by and construed,
enforced, and administered in accordance with the laws of the State of Michigan excluding any such
laws which direct an application of the laws of any other jurisdiction. At all times, the Plan
will also be interpreted and administered to maintain intended income tax deferral in accordance
with IRC Section 409A and regulations and other guidance issued thereunder. Subject to exhaustion
of remedies under Article XI, the Company, the Participating Employers and the Administration
Committee shall be subject to suit regarding the Plan only in the courts of the State of Michigan,
and the Company shall fully indemnify and defend the Board and the



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Administration Committee with respect to any actions relating to this Plan made in good faith
by such bodies or their members.



     12.2 Prohibition of Assignment. The benefits provided under Article V of this Plan
may not be alienated, assigned, transferred, pledged or hypothecated by any Participant, surviving
spouse or other person, at any time, to any person whatsoever. These benefits shall be exempt from
the claims of creditors or other claimants and from all orders, decrees, levies, garnishment or
executions to the fullest extent allowed by law. It will not, however, be deemed a violation of
this Section 12.2 to follow a Domestic Relations Order pursuant to the procedures outlined in
attached Exhibit C.



     12.3 Severability. The provisions of this Plan shall be deemed severable and in the
event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect,
in any respect whatsoever, the validity of any other provision of this Plan. Furthermore, the
Administration Committee shall have the power to modify such provision to the extent reasonably
necessary to make the provision, as so changed, legal, valid and enforceable as well as compatible
with the other provisions of the Plan.



     12.4 Interpretation. Titles and headings to the Articles of this Plan are included
for convenience only and shall not control the meaning or interpretation of any provision of this
Plan. Wherever reasonably necessary in this Plan, pronouns of any gender shall be deemed
synonymous, as shall singular and plural pronouns.



     12.5 Participant Cooperation. A Participant shall cooperate with the Company by
furnishing any and all information requested by the Company, taking such physical examinations as
the Company may deem necessary, and taking such other relevant actions as may reasonably be
required by the Company or Administration Committee for purposes of the Plan. If a Participant
neglects or refuses so to cooperate, the Company shall have no further obligation to such
Participant or his beneficiaries under the Plan, and any Plan benefits accrued prior to such
neglect or refusal shall be forfeited.



     12.6 Obligations to Company. If any Participant becomes entitled to payment of
benefits under this Plan, and if at such time the Participant has outstanding any debt, obligation,
or other liability representing an amount owing to the Company or any of its Subsidiaries, then, as
provided in Article V, such amounts owed (but not to exceed $5,000) shall be an offset against the
amount of benefits payable under this Plan.



     12.7 Release and Non-Disclosure/Non-Competition Agreements. As a condition precedent
to commencement of benefit payments under the Plan, and in consideration of such payments, a
Participant may be required to execute and acknowledge a general release of all claims against the
Company (and the Participating Employer, if not the Company) in such form as the Company may then
require. Upon termination of the Participant’s employment, at retirement or otherwise, the
Participant (if the Company requires him to do so) shall execute and thereafter perform a
Non-competition/Non-disclosure Agreement in such form as the Company may then require. In that
event, five per cent (5%) of each payment to the Participant pursuant to the Plan shall be deemed a
payment by the Company for such agreement. If the Participant subsequently violates the
Non-competition/Non-disclosure Agreement, as determined by the



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Administration Committee, the Company may suspend payment of Plan benefits to the Participant
and any surviving spouse or other beneficiary until such time as there is a final determination
that no such violation had occurred.



     12.8 No Employment Contract. Nothing in this Plan shall be construed to limit in any
way the right of the Company or any other Participating Employer to terminate a Participant’s
employment at any time for any reason whatsoever; nor shall it be evidence of any agreement or
understanding, express or implied, that the Company or any Participating Employer (i) will employ
an Employee in any particular position or for any particular period of time, (ii) will ensure
participation in any incentive program, or (iii) will grant any awards from any such program.



     12.9 Effective Date. The changes to the Plan (as amended and restated in this
document) shall take effect as of January 1, 2005 pursuant to the Board’s approval of such changes
on December 19, 2008.



	 	 	 	 	 
	 	TECUMSEH PRODUCTS COMPANY

 	 
	 	By  	/s/ Tim Atzinger
 	 
	 	 	Its VP Global Human Resources 	 
	 	 	Signed the 29th day of December, 2008 	 



-12-









 






	 	 	 	 	 



EXHIBIT A

(updated as of April 28, 2004)



Executives selected as Participants in the Tecumseh Products Company Supplemental Retirement Plan:



Todd W. Herrick

John H. Foss (retired effective September 30, 2001)

James E. Martinco (retired effective September 30, 2001)

Dennis McCloskey (terminated effective December 30, 2000)

David W. Kay (terminated effective March 15, 2004)

James S. Nicholson




1993 Participants:



George W. Gatecliff





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EXHIBIT B




Claims Procedure.





     If any person shall claim benefits for which the Administration Committee has determined he is
ineligible, or shall dispute the amount or timing of benefits determined by the Administration
Committee to be payable hereunder, he shall be entitled to make a claim for benefits pursuant to
this Procedure. All claims for benefits under this Plan shall be in writing addressed and
delivered to the Administration Committee, and shall contain the claimant’s name, mailing address
and telephone number, if any, and shall identify the claim in a manner reasonably calculated to
make the claim understandable to the Administration Committee. However, the Company may appoint
one or more individuals or an institutional fiduciary to act as special claims fiduciary to the
extent specified in such appointment. In that event, and to that extent, the special claims
fiduciary shall act in place of the Administration Committee, and shall take the actions which the
Administration Committee is required or permitted to take below. The Claimant(s) shall be given
prompt written notice of the appointment of a special claims fiduciary.



     This Procedure constitutes the sole and exclusive remedy for a Participant, surviving spouse
or any other person (“Claimant”) to make a claim for benefits under the Plan. This Procedure will
be administered and interpreted in a manner consistent with the requirements of ERISA Section 503
and the regulations thereunder. Any electronic notices provided by the Administration Committee
will comply with the standards imposed under regulations issued by the Department of Labor. All
claims determinations made by the Administration Committee will be made in accordance with the
provisions of this Procedure and the Plan, and will be applied consistently to similarly situated
Claimants.



     (1) Written Claim: A Claimant, or the Claimant’s duly authorized representative, may file a
claim for a benefit to which the Claimant believes that he or she is entitled under the Plan. Any
such claim must be filed in writing with the Administration Committee.



     (2) Decision on Claim: The Administration Committee, in its sole and complete discretion, will
make all initial determinations as to the right of any person to benefits. If the Administration
Committee elects to hold a hearing, then such hearing shall be held at the Company’s main office
during normal business hours, unless a different time and/or place are mutually agreed upon.
Administration Committee members and others may participate in the hearing by conference phone if
it would be a hardship for such person(s) to attend in person. Any hearing shall be attended by at
least a majority of the Administration Committee. If the claim is denied in whole or in part, the
Administration Committee will send the Claimant (and Claimant’s duly authorized representative, if
applicable) a written or electronic notice, informing the Claimant of the denial. The notice must
be written in a manner calculated to be understood by the Claimant and must contain the following
information: the specific reason(s) for the denial; a specific reference to pertinent Plan
provisions on which the denial is based; if additional material or information is necessary for the
Claimant to perfect the claim, a description of such material or information and an explanation of
why such material or information is necessary; an



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explanation of the Plan’s claim review (i.e., appeal) procedures, and the time limits
applicable to such procedures; and a statement that the claimant has the right to bring an action
under Section 502(a) of ERISA.. Written or electronic notice of the denial will be given within a
reasonable period of time (but no later than 90 days) from the date the Administration Committee
receives the claim, unless special circumstances require an extension of time for processing the
claim. In no event may the extension exceed 90 days from the end of the initial 90-day period. If
an extension is necessary, prior to the expiration of the initial 90-day period, the Administration
Committee will send the Claimant a written notice, indicating the special circumstances requiring
an extension and the date by which the Administration Committee expects to render a decision.



          In the case of a claim for a disability benefit, notice of a benefit denial shall be given
within a reasonable time, but not later than 45 days after receipt by the plan of the claim.
Similarly, the extension of time for processing the claim may not exceed 30 days from the end of
the initial 45-day period. If circumstances beyond the control of the plan require a further
extension period, the period for making the determination may be extended for up to an additional
30 days. If an additional extension is necessary, prior to the expiration of the first 30-day
extension period, the Administration Committee shall send the Claimant a written notice explaining
the circumstances requiring the extension and the date by which the Administration Committee
expects to render a decision. The notice also shall explain the standards on which entitlement to
the disability benefit is based, the unresolved issues that prevent a decision on the claim, and
the additional information needed to resolve those issues. The Claimant shall have at least 45
days to provide the necessary information. If an internal rule, guideline, protocol or other
similar criterion was relied upon in making the adverse decision, then a copy of the rule,
guideline, protocol or other similar criterion will be made available to the Claimant free of
charge. If the adverse benefit determination is based upon a medical necessity or experimental
treatment or similar exclusion or limit, then the Claimant shall be provided with an explanation of
the scientific or clinical judgment for the determination, applying the terms of the plan to the
Claimant’s circumstances.




     (3) Request for Appeal: If the Administration Committee denies a claim in whole or in part,
the Claimant may elect to appeal the denial. If the Claimant does not appeal the denial pursuant
to the procedures set forth herein, the denial will be final, binding and unappealable. A written
request for appeal must be filed by the Claimant (or the Claimant’s duly authorized representative)
with the Administration Committee within 60 days after the date on which the Claimant receives the
Administration Committee’s notice of denial. If a request for appeal is timely filed, the Claimant
will be afforded a full and fair review of the claim and the denial. As part of this review, the
Claimant may submit written comments, documents, records, and other information relating to the
claim, and the review will take into account all such comments, documents, records, or other
information submitted by the Claimant, without regard to whether such information was submitted or
considered in the Administration Committee’s initial benefit determination. The Claimant also may
obtain, free of charge and upon request, records and other information relevant to the claim,
without regard to whether such information was relied upon by the Administration Committee in
making the initial benefit determination.



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          In the case of a disability benefit, a written request for appeal must be filed by the
Claimant (or the Claimant’s duly authorized representative) with the Administration Committee
within 180 days after the date on which the Claimant receives the Administration Committee’s notice
of denial. If a request for appeal is timely filed, the Claimant will be afforded a full and fair
review of the claim that does not give deference to the initial adverse determination and that is
conducted by a named fiduciary of the plan who is neither the individual who made or was consulted
in connection with the initial adverse determination nor the subordinate of such an individual. In
deciding an appeal of any adverse benefit determination that is based in whole or in part on a
medical judgment, the named fiduciary shall consult with a health care professional who has
appropriate training and experience in the field of medicine involved in the medical judgment.
Medical and vocational experts who gave advice to the plan in connection with the adverse benefit
determination shall be identified, without regard to whether the advice was relied upon.




     (4) Review Of Appeal: The Administration Committee will determine, in its sole and complete
discretion, whether to uphold all or a portion of the initial claim denial. If the Administration
Committee elects to hold a hearing, then such hearing shall be held at the Company’s main office
during normal business hours, unless a different time and/or place are mutually agreed upon.
Administration Committee members and others may participate in the hearing by conference phone if
it would be a hardship for such person(s) to attend in person. Any hearing shall be attended by at
least a majority of the Administration Committee. If, on appeal, the Administration Committee
determines that all or a portion of the initial denial should be upheld, the Administration
Committee will send the Claimant a written or electronic notice informing the Claimant of its
decision to uphold all or a portion of the initial denial, written in a manner calculated to be
understood by the Claimant and containing the following information: the specific reason(s) for the
denial; a specific reference to pertinent Plan provisions on which the denial is based; a statement
that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and
copies of all documents and other information relevant to the claim; and a statement that the
claimant has the right to bring an action under Section 502(a) of ERISA. Written or electronic
notice will be given within a reasonable period of time (but no later than 60 days) from the date
the Administration Committee receives the request for appeal, unless special circumstances require
an extension of time for reviewing the claim, but in no event may the extension exceed 60 days from
the end of the initial 60-day period. If an extension is necessary, prior to the expiration of the
initial 60-day period, the Administration Committee will send the Claimant a written notice,
indicating the special circumstances requiring an extension and the date by which the
Administration Committee expects to render a decision.



     (5) In the case of a claim for disability benefits, a period of 45 days shall apply instead of
the 60 days discussed above. If an internal rule, guideline, protocol or other similar criterion
was relied upon in making the adverse decision, then a copy of the rule, guideline, protocol or
other similar criterion will be made available to the Claimant free of charge. If the adverse
benefit determination is based upon a medical necessity or experimental treatment or similar
exclusion or limit, then the Claimant shall be provided with an explanation of the scientific or
clinical judgment for the determination, applying the terms of the plan to the Claimant’s
circumstances. The Claimant also shall be provided with the following statement: “You and your
plan may have other voluntary alternative dispute resolution options, such as



C-3








 







mediation. One way to find out what may be available is to contact your local U.S. Department
of Labor Office and your State insurance regulatory agency.”



     (6) Alternative Time For An Appeal To Be Decided: Notwithstanding, if the Administration
Committee holds regularly scheduled meetings on a quarterly or more frequent basis, the
Administration Committee may make its determination of the claim on appeal at its next regularly
scheduled meeting if the Administration Committee receives the written request for appeal more than
30 days prior to its next regularly scheduled meeting or at the regularly scheduled meeting
immediately following the next regularly scheduled meeting if the Administration Committee receives
the written request for appeal within 30 days of the next regularly scheduled meeting. If special
circumstances require an extension, the decision may be postponed to the third regularly scheduled
meeting following the Administration Committee’s receipt of the written request for appeal if,
prior to the expiration of the initial time period for review, the Claimant is provided with
written notice, indicating the special circumstances requiring an extension and the date by which
the Administration Committee expects to render a decision. If the extension is required because
the Claimant has not provided information that is necessary to decide the claim, the Administration
Committee may suspend the review period from the date on which notice of the extension is sent to
the Claimant until the date on which the Claimant responds to the request for additional
information.



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EXHIBIT C




DOMESTIC RELATIONS ORDER PROCEDURES





	A.	 	To the extent required under any final judgment, decree or order (including approval of a
property settlement agreement), referred to as the “Order,” that (i) relates to the provision
of child support, alimony payments, or marital property rights; (ii) is made in compliance
with Section 409A of the Internal Revenue Code of 1986, as amended and any regulations issued
thereunder; and (iii) is made pursuant to a state domestic relations law, any portion of a
Participant’s Account may be paid to a spouse, former spouse, child or other dependent of the
Participant (the “Alternate Payee”). A separate Account shall be established with respect to
the Alternate Payee, in the same manner as the Participant, and any amount so set aside for an
Alternate Payee shall be paid out in the time and form of payment as specified in the terms of
the Order. Any payment made to an Alternate Payee pursuant to this paragraph shall be reduced
by required income tax withholding.
	 
	B.	 	The Plan’s liability to pay benefits to a Participant shall be reduced to the extent that
amounts have been paid or set aside for payment to an Alternate Payee pursuant to an Order.
No such transfer shall be effectuated unless the Administration Committee has been provided
with such an Order.
	 
	C.	 	Neither the Company nor the Administration Committee shall be obligated to defend against or
set aside any Order, or any legal order relating to the garnishment of a Participant’s
benefits, unless the full expense of such legal action is borne by the Participant. In the
event that the Participant’s action (or inaction) nonetheless causes the Company or the
Administration Committee to incur such expense, the amount of the expense may be charged
against the Participant’s Account and thereby reduce the Company’s obligation to pay benefits
to the Participant. In the course of any proceeding relating to divorce, separation, or child
support, the Company or the Administration Committee shall be authorized to disclose
information relating to the Participant’s Account to the Alternate Payee (including the legal
representatives of the Alternate Payee), or to a court.






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