<PAGE>

                                                                    EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of the 9th day
of April, 2007 by and between Tecumseh Products Company, a Michigan corporation
(the "Company") and Tricap Partners II L.P., a Delaware limited partnership (the
"Investor").

                                   WITNESSETH:

     WHEREAS, Tricap Partners LLC ("Tricap I") and the Herrick Foundation, a
Michigan nonprofit corporation (the "Foundation"), previously entered into the
Class A Option Agreement dated November 1, 2006, as amended (the "Foundation A
Option"), pursuant to which Tricap I was granted the option to purchase 331,347
shares of Class A Common Stock (the "Foundation Class A Shares");

     WHEREAS, Tricap I and the Foundation previously entered into the Class B
Option Agreement dated November 1, 2006 (the "Foundation B Option"), pursuant to
which Tricap I was granted the option to purchase 500,000 shares of Class B
Common Stock (the "Foundation Class B Shares");

     WHEREAS, Tricap I, the Ray W. Herrick and Hazel M. Herrick Trusts u/a/d
February 26, 1949 and February 24, 1956 f/b/o Kenneth Herrick and his
descendants (a/k/a Ray W. Herrick and Hazel M. Herrick Trust u/a/d February 26,
1949 and February 24, 1956 f/b/o Todd W. Herrick and his descendants and Ray W.
Herrick and Hazel M. Herrick Trust u/a/d February 26, 1949 and February 24, 1956
f/b/o Toni Herrick and her descendants) (the "Trusts") previously entered into
the Class A Option Agreement dated November 1, 2006, as amended (the "Trust
Option"), pursuant to which Tricap I was granted the option to purchase 168,653
shares of Class A Common Stock (the "Trust Class A Shares");

     WHEREAS, Tricap I has previously transferred the Foundation A Option, the
Foundation B Option and Trust Option to the Investor;

     WHEREAS, concurrently with the execution of this Agreement, the Company and
the Investor, as lender thereunder, are entering into that certain Amendment No.
2 to Amended and Restated Second Lien Credit Agreement (the "Amendment");

     WHEREAS, concurrently with the execution of this Agreement, the Company is
granting a Warrant to Purchase Class A Common Stock (the "Warrant") to Investor
pursuant to which the Investor will have the right, in accordance with the terms
and subject to the conditions of the Warrant, to purchase 1,390,944 shares of
Class A Common Stock (the "Warrant Shares"); and

     WHEREAS, the execution and delivery of this Agreement is a condition to the
closing of the transactions contemplated by the Amendment.

<PAGE>

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto hereby agree
as follows:

     1.   CERTAIN DEFINITIONS.

          As used in this Agreement, the following terms shall have the meanings
     ascribed to them below:

          "Affiliate" (i) means, with respect to any Person, any other Person
     directly or indirectly controlling or that is controlled by or is under
     common control with such Person, each officer, director, general partner or
     joint-venturer of such Person, and each Person that is the beneficial owner
     of 5% or more of any class of Voting Stock of such Person. For the purposes
     of this definition, "control" means the possession of the power to direct
     or cause the direction of the management and policies of such Person,
     whether through the ownership of voting securities, by contract or
     otherwise and (ii) with respect to any individual, shall also mean the
     spouse, sibling, child, step-child, grandchild, niece, nephew or parent of
     such Person, or the spouse thereof.

          "Class A Common Stock" means the Class A Common Stock, $1.00 par value
     per share, of the Company and any equity securities issued or issuable with
     respect to the Class A Common Stock in connection with a reclassification,
     recapitalization, merger, consolidation or other reorganization.

          "Class B Common Stock" means the Class B common stock, par value $1.00
     per share, of the Company and any equity securities issued or issuable with
     respect to the Class B Common Stock in connection with a reclassification,
     recapitalization, merger, consolidation or other reorganization.

          "Common Stock" means Class A Common Stock and Class B Common Stock.

          "Conversion Shares" means the shares of Common Stock issued or
     issuable upon exercise of rights under any or all of the Foundation A
     Option, the Foundation B Option, the Trust Option or the Warrant.

          "Effective Time" means the date on which the SEC declares the
     Registration Statement effective or on which the Registration Statement
     otherwise becomes effective.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Holder" means any holder (including Investor, its assigns or any
     assigns of a Holder) of Registrable Securities, the Foundation A Option,
     the Foundation B Option, the Trust Option or the Warrant.

          "Person" means any individual, corporation, limited liability company,
     limited or general partnership, joint venture, association, joint-stock
     company, trust, unincorporated organization or government or any agency or
     political subdivisions thereof.


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          "Prospectus" means the prospectus (including, without limitation, any
     preliminary prospectus, any final prospectus and any prospectus that
     discloses information previously omitted from a prospectus filed as part of
     an effective Registration Statement in reliance upon Rule 430A under the
     Securities Act) included in the Registration Statement, as amended or
     supplemented by any prospectus supplement with respect to the terms of the
     offering of any portion of the Registrable Securities covered by the
     Registration Statement and by all other amendments and supplements to such
     prospectus, including all material incorporated by reference in such
     prospectus and all documents filed after the date of such prospectus by the
     Company under the Exchange Act, as amended, and incorporated by reference
     therein.

          "Registrable Securities" means any Conversion Shares owned by the
     Investor and shares of Common Stock issued or issuable, directly or
     indirectly, with respect to the Common Stock referenced above by way of
     stock dividend, stock split or combination of shares. As to any particular
     Registrable Securities, such securities shall cease to be Registrable
     Securities when (i) a registration statement with respect to the sale of
     such securities shall have been declared effective under the Securities Act
     and such securities shall have been disposed of in accordance with such
     registration statement, or (ii) such securities shall have been sold (other
     than in a privately negotiated sale) pursuant to Rule 144 (or any successor
     provision) under the Securities Act.

          "Registration Statement" means a registration statement of the Company
     filed under the Securities Act covering the Registrable Securities,
     including the Prospectus contained therein, any amendments and supplements
     to such registration statement, including post-effective amendments, and
     all exhibits and all material incorporated by reference in such
     registration statement, including, without limitation, a "shelf"
     registration statement providing for the registration of, and the sale on a
     continuous or delayed basis by the holders of, all of the Registrable
     Securities pursuant to Rule 415 under the Securities Act and/or any similar
     rule that may be adopted by the SEC, filed by the Company pursuant to the
     provisions of Section 2 of this Agreement.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

     2.   REGISTRATION RIGHTS.

          2.1 Piggyback Registrations.

               (a) Piggyback Registrations. If, at any time, the Company
          proposes or is required to register any of its equity securities under
          the Securities Act (other than pursuant to registrations on Form S-4
          or Form S-8 or such form or similar form(s) solely for registration of
          securities in connection with an employee benefit plan or dividend
          reinvestment plan or a merger, consolidation or acquisition) on a
          registration statement on Form S-1, Form S-2 or Form S-3 (or an
          equivalent general registration form then in effect), whether or not
          for its own account, the Company shall give prompt prior written
          notice (which shall include


                                        3

<PAGE>

          the number of shares the Company or other holders propose to register
          and, if known, the name of the proposed underwriter) of its intention
          to do so to the Investor and each Holder. Upon the written request of
          any Holder, made within 20 days following the receipt of any such
          written notice (which request shall specify the maximum number of
          Registrable Securities intended to be disposed of by such Holder and
          the intended method of distribution thereof), the Company shall use,
          subject to Sections 2.1(b) and 2.6 hereof, its best efforts to cause
          all such Registrable Securities to be registered under the Securities
          Act and included in the securities to be covered by the registration
          statement proposed to be filed by the Company (a "Piggyback
          Registration"). There is no limitation on the number of such Piggyback
          Registrations pursuant to the preceding sentence which the Company is
          obligated to effect. No registration effected under this Section
          2.1(a) shall relieve the Company of its obligations to effect Demand
          Registrations or registrations pursuant to Section 2.2 hereof.

               (b) Abandonment or Delay. If, at any time after giving written
          notice of its intention to register any equity securities and prior to
          the effective date of the registration statement filed in connection
          with such registration, the Company shall determine for any reason not
          to register or to delay registration of such equity securities, the
          Company shall give written notice of such determination to the Holders
          and (i) in the case of a determination not to register, shall be
          relieved of its obligation to register any Registrable Securities in
          connection with such abandoned registration, without prejudice,
          however, to the rights of the Investor and Holders with respect to
          subsequent Piggyback Registrations under this Section 2.1 or Demand
          Registrations under Section 2.2, and (ii) in the case of a
          determination to delay registration of such equity securities, shall
          be permitted to delay the registration of the Registrable Securities
          that any Holder had requested to be registered in connection with such
          delayed registration for the same period as the delay in registering
          such other equity securities.

               (c) The Holders' Right to Withdraw. Any Holder shall have the
          right to withdraw its request for inclusion of its Registrable
          Securities in any registration statement pursuant to this Section 2.1
          by giving written notice to the Company of its request to withdraw;
          provided, however, that (i) such request must be made in writing prior
          to the earlier of the execution of the underwriting agreement or the
          execution of the custody agreement with respect to such registration
          and (ii) such withdrawal shall be irrevocable and, after making such
          withdrawal, such Investor shall no longer have any right to include
          Registrable Securities in the registration as to which such withdrawal
          was made, without prejudice, however, to the rights of such Holder
          with respect to subsequent Piggyback Registrations under this Section
          2.1 or Demand Registrations under Section 2.2 of this Agreement.

          2.2 S-3 Registrations.


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<PAGE>

               (a) S-3 Registrations. If at any time and for so long as the
          Investor or any Holder owns beneficially or of record any Registrable
          Securities, the Foundation A Option, the Foundation B Option, the
          Trust Option or the Warrant, the Company shall, upon the written
          request (hereinafter an "S-3 Registration Request") of the Investor or
          any Holder, the Company shall prepare and file a Registration
          Statement on Form S-3 under the Securities Act, pursuant to Rule 415
          under the Securities Act, covering the resale from time to time, of
          the number of shares of Registrable Securities as such Holders shall
          request, provided, however, that the aggregate proposed offering price
          of the Registrable Securities is at least $1,000,000, and the Company
          shall use its reasonable best efforts to have the Registration
          Statement declared effective as soon as practicable thereafter (a
          "Demand Registration"). There is no limitation on the number of Demand
          Registrations pursuant to this Section 2.2 that the Company is
          obligated to effect.

               (b) Registration. The Company shall, as expeditiously as possible
          following an S-3 Registration Request, give written notice of such S-3
          Registration Request to all other Holders. In the event that Form S-3
          is not available for the registration of the resale of Registrable
          Securities hereunder, the Company shall use all reasonable best
          efforts to enable it to use Form S-3. If the Company is unable to
          qualify for Form S-3 after taking such efforts, the Company shall
          fulfill its obligations hereunder on such other available form of
          Registration Statement reasonably acceptable to the requesting
          Holders.

               (c) Postponement. The Company shall be entitled to postpone for
          up to 30 consecutive days in any calendar year (or 60 days in the
          aggregate in any calendar year) (the "Maximum Delay Period") the
          filing of any Registration Statement required to be prepared and filed
          by it pursuant to this Section 2.2 if (i) the Company is in possession
          of material non-public information the disclosure of which would have
          a material adverse effect on the business, operations, prospects,
          condition (financial or otherwise) of the Company and its
          subsidiaries, taken as a whole or (ii) the Board of Directors of the
          Company determines in good faith that a delay in the effectiveness of
          the Registration Statement, or the Registration Statement ceasing to
          be effective or a Prospectus thereunder ceasing to be usable, as the
          case may be, is appropriate due to the occurrence or existence of any
          material pending corporate development with respect to the Company
          (each of (i) and (ii) being a "Delay Condition"). The Delay Conditions
          shall be deemed to no longer exist if (x) in the case of clause (i)
          above, the Company is no longer in possession of such material
          non-public information or the Board of Directors of the Company
          determines in good faith that the disclosure of such material
          information would not be prejudicial to or contrary to the interest of
          the Company and (y) in the case of clause (ii) above, the Board of
          Directors of the Company determines in good faith that such delay or
          cessation is no longer appropriate. The Company shall give the Holders
          immediate notice when a Delay Condition is deemed to no longer exist.
          If the Company shall so postpone the filing of a registration
          statement, the Holders shall have the right to withdraw the applicable


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<PAGE>

          S-3 Registration Request by giving written notice to the Company
          within 20 days after receipt of the notice of postponement from the
          Company. The Company may not postpone the filing of any registration
          statement more than once in any given calendar year.

               (d) Notice to Holders. Immediately following receipt of any S-3
          Registration Request pursuant to Section 2.2(a), the Company shall
          promptly notify all Holders from whom such S-3 Registration Request
          has not been received and, as soon thereafter as practicable, shall
          file a Registration Statement with the SEC and use all reasonable best
          efforts to have such Registration Statement declared effective under
          the Securities Act as soon as practicable, so as to permit the public
          sale in accordance with the method of disposition specified in such
          S-3 Registration Request (such method of disposition shall be as
          requested by such Holders of a majority of Registrable Securities
          included in such S-3 Registration Request received by the Company) of
          the number of shares of Registrable Securities specified in such S-3
          Registration Request (and in all requests for registration received by
          the Company from other Holders within twenty (20) days after the
          giving of such notice by the Company). If such method of disposition
          shall be an underwritten public offering, subject to the covenants,
          terms and conditions herein, the Company shall designate the managing
          underwriter of such offering, following consultation and subject to
          the approval of the Holders of a majority of the Registrable
          Securities to be included in such offering, which approval shall not
          be unreasonably withheld or delayed. All Holders providing notice to
          the Company pursuant to the foregoing must participate in such
          underwriting and shall enter into an underwriting agreement mutually
          agreeable to the underwriter or underwriters selected by the Company
          and each selling Holder, it being understood that if the Investor or a
          selling Holder disapproves of the terms of any such underwriting, the
          Investor or such selling Holder may elect to withdraw therefrom by
          written notice to the Company and the managing underwriter in which
          case the Company shall have no liability for damages to the Investor
          or any other selling Holder with respect to such inability to reach
          agreeable terms with the underwriter(s); provided however that such
          withdrawal will not relieve the Company of its registration
          obligations hereunder nor waive the right of a Holder to enforce such
          obligations. Any Registrable Securities or other securities excluded
          or withdrawn from such underwriting shall be withdrawn from such
          registration. The Company's registration obligation hereunder shall be
          deemed satisfied only when a Registration Statement(s) covering all
          shares of Registrable Securities specified in notices received as
          aforesaid, for sale in accordance with the method of disposition
          specified by the requesting Holders, shall have become effective and,
          if such method of disposition is a firm commitment underwritten public
          offering, all such shares shall have been sold pursuant thereto.

               (e) Ongoing Obligations. The Company shall use all reasonable
          best efforts:


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<PAGE>

                    (i) to keep the Registration Statement continuously
               effective in order to permit the Prospectus to be usable by
               holders for resales of Registrable Securities until the sale
               under the Registration Statement of all the Registrable
               Securities registered thereunder (such period being referred to
               herein as the "Effectiveness Period"); and

                    (ii) after the Effective Time and during the Effectiveness
               Period, promptly upon the request of any Holder, to take any
               action reasonably necessary to enable such Holder to use the
               Prospectus for resales of Registrable Securities, including
               without limitation any action necessary to identify such holder
               as a selling stockholder in the Registration Statement; provided,
               however, that nothing in this subparagraph shall relieve such
               Holder of the obligation to return a completed and signed
               questionnaire to the Company relating to such Holder in
               connection with the Registration Statement.

          2.3 Cutbacks; Priority.

               (a) Cutbacks. If the managing underwriter of any underwritten
          offering pursuant to Section 2.1 shall advise the Holders that the
          Registrable Securities covered by the registration statement cannot be
          sold in such offering within a price range acceptable to the Holders
          of a majority of the Registrable Securities, then such Holders shall
          have the right to notify the Company in writing that it has determined
          that the registration statement be abandoned or withdrawn, in which
          event the Company shall abandon or withdraw such registration
          statement.

               (b) Priority in Requested Registrations. If the managing
          underwriter of a registration effected pursuant to Section 2.1 of this
          Agreement advises the Company in writing that, in its opinion, the
          number of securities requested to be included in such registration
          (including securities of the Company which are not Registrable
          Securities) exceeds the number which can be sold in such offering
          without having an adverse effect on such offering as contemplated by
          the Holders participating in the registration (including the price at
          which such Holders propose to sell such Registrable Securities), the
          Company will: first reduce on a pro rata basis any securities proposed
          to be included in the registration by persons (other than the Company)
          other than the Holders; second, if required, reduce on a pro rata
          basis all Registrable Securities proposed to be included in the
          registration among the Holders participating in the registration; and
          third, if required, reduce on a pro rata basis any securities of the
          Company that the Company had proposed to sell in such registration.

          2.4 Registration Procedures. If and whenever the Company is required
     by the provisions of this Agreement to use its reasonable best efforts to
     effect or cause the registration of any Registrable Securities under the
     Securities Act, the Company shall, as expeditiously as possible:


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<PAGE>

               (a) prepare and file with the SEC a Registration Statement on an
          registration form of the SEC in accordance herewith for the
          disposition of such Registrable Securities in accordance with the
          intended method of disposition thereof, which form (i) shall be
          selected by the Company in accordance with the terms hereof and (ii)
          shall, in the case of a shelf registration, be available for the sale
          of the Registrable Securities by the Holders and such Registration
          Statement shall comply as to form in all material respects with the
          requirements of the applicable form and include all financial
          statements required by the SEC to be filed therewith, and the Company
          shall use its best efforts to cause such Registration Statement to
          become and remain effective for the Effectiveness Period;

               (b) furnish to each participating Holder and their counsel, no
          fewer than five (5) business days prior to the initial filing of the
          Registration Statement, a copy of such Registration Statement, and
          shall furnish to such Holders and their counsel, no fewer than two (2)
          business days prior to the filing of any amendment or supplement to
          the Registration Statement or the Prospectus, a copy of such amendment
          or supplement and shall use all reasonable best efforts to reflect in
          each such document when so filed with the SEC such comments as such
          Holders and their such counsel reasonably may propose; provided,
          however, that the Company shall make the final decision as to the
          content of each such document. If any such Registration Statement
          refers to any Holder by name or otherwise as the holder of any
          securities of the Company and such reference is not required by the
          Securities Act or any similar federal statute, then such Holder shall
          have the right to require the deletion of the reference to such Holder
          in such Registration Statement or in any amendment or supplement to
          the Registration Statement filed or prepared subsequent to the time
          that such reference ceases to be required;

               (c) promptly prepare and file with the SEC such amendments and
          supplements to the Registration Statement and the Prospectus used in
          connection with the Registration Statement as may be necessary to keep
          the Registration Statement effective in accordance herewith and to
          comply with the provisions of the Securities Act and rules thereunder
          with respect to the disposition of the Registrable Securities;

               (d) furnish, without charge, to the Holders and each underwriter,
          if any, of the securities covered by such Registration Statement such
          number of copies of such Registration Statement, each amendment and
          supplement thereto (in each case including all exhibits), and the
          Prospectus included in such Registration Statement (including each
          preliminary prospectus) in conformity with the requirements of the
          Securities Act, and other documents, as the Holders and underwriter
          may reasonably request in order to facilitate the public sale or other
          disposition of the Registrable Securities owned by the Holders (the
          Company hereby consenting to the use in accordance with applicable law
          of each such Registration Statement (or amendment or post-effective
          amendment thereto) and each such Prospectus (or preliminary prospectus
          or supplement thereto) by


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<PAGE>

          the Holders and the underwriters, if any, in connection with the
          offering and sale of the Registrable Securities covered by such
          Registration Statement or Prospectus;

               (e) use its commercially reasonable best efforts to register or
          qualify the Registrable Securities covered by such Registration
          Statement under such other securities or "blue sky" laws of such
          jurisdictions as the Holders participating in the registration or any
          managing underwriter, if any, shall reasonably request in writing, and
          do any and all other acts and things which may be reasonably necessary
          or advisable to enable the Holders participating in the registration,
          or underwriter, if any, to consummate the disposition of the
          Registrable Securities in such jurisdictions (including using its best
          efforts to keep such registrations or qualifications in effect for so
          long as the Registration Statement remains in effect) except that in
          no event shall the Company be required to qualify to do business as a
          foreign corporation in any jurisdiction where it would not, but for
          the requirements of this paragraph (d), be required to be so
          qualified, to subject itself to taxation in any such jurisdiction or
          to consent to general service of process in any such jurisdiction;

               (f) promptly notify the Holders and each managing underwriter, if
          any: (i) when the Registration Statement, any pre-effective amendment,
          the Prospectus or any prospectus supplement related thereto or
          post-effective amendment to the Registration Statement has been filed
          and, with respect to the Registration Statement or any post-effective
          amendment, when the same has become effective; (ii) of any request by
          the SEC or any state securities authority for amendments or
          supplements to the Registration Statement or the Prospectus related
          thereto or for additional information; (iii) of the issuance by the
          SEC of any stop order suspending the effectiveness of the Registration
          Statement or the initiation of any proceedings for that purpose; (iv)
          of the receipt by the Company of any notification with respect to the
          suspension of the qualification of any Registrable Securities for sale
          under the securities or blue sky laws of any jurisdiction or the
          initiation of any proceeding for such purpose; (v) of the existence of
          any fact of which the Company becomes aware which results in the
          Registration Statement, the Prospectus or any amendment related
          thereto or any document incorporated therein by reference containing
          an untrue statement of a material fact or omitting to state a material
          fact required to be stated therein or necessary to make any statement
          therein not misleading; and if the notification relates to an event
          described in clause (v), the Company shall promptly prepare and
          furnish to each such Holder and each underwriter, if any, a reasonable
          number of copies of a Prospectus supplemented or amended so that, as
          thereafter delivered to the purchasers of such Registrable Securities,
          such Prospectus shall not include an untrue statement of a material
          fact or omit to state a material fact required to be stated therein or
          necessary to make the statements therein in the light of the
          circumstances under which they were made not misleading; and if the
          notification relates to an event described in clause (iii) or (iv),
          the Company shall promptly use its reasonable best efforts to prevent
          the issuance of any stop order


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<PAGE>

          or suspension of the qualification of any Registrable Securities or to
          obtain the withdrawal of any stop order, if issued, or to cause the
          qualification of any Registrable Securities to not be suspended;

               (g) comply with all applicable rules and regulations of the SEC,
          and make generally available to its security holders, as soon as
          reasonably practicable after the effective date of the registration
          statement and in any event within 16 months thereafter, an earnings
          statement (which need not be audited) covering the period of at least
          twelve consecutive months beginning with the first day of the
          Company's first calendar quarter after the effective date of the
          Registration Statement, which earnings statement shall satisfy the
          provisions of Section 11(a) of the Securities Act and Rule 158
          thereunder;

               (h) cause all such Registrable Securities covered by such
          Registration Statement to be listed on the principal securities
          exchange on which similar securities issued by the Company are then
          listed (if any), if the listing of such Registrable Securities is then
          permitted under the rules of such exchange;

               (i) provide and cause to be maintained a transfer agent and
          registrar for all such Registrable Securities covered by such
          Registration Statement not later than the effective date of such
          Registration Statement;

               (j) enter into such customary agreements (including, if
          applicable, an underwriting agreement) and take such other actions as
          the Holders shall reasonably request in order to expedite or
          facilitate the disposition of such Registrable Securities;

               (k) obtain an opinion from the Company's counsel and a "cold
          comfort" letter from the Company's independent public accountants in
          customary forms and covering such matters as are customarily covered
          by such opinions and "cold comfort" letters delivered to underwriters
          in underwritten public offerings, which opinion and letter shall be
          reasonably satisfactory to the underwriters, if any, and to the
          Holders participating in the registration and furnish to such Holders
          and to each underwriter, if any, a copy of such opinion and letter
          addressed to such Holders (in the case of the opinion) and underwriter
          (in the case of the opinion and the "cold comfort" letter);

               (l) deliver promptly to the Holders participating in the
          registration and counsel for such Holders and each underwriter, if
          any, copies of all correspondence between the SEC and the Company, its
          counsel or auditors and any memoranda relating to discussions with the
          SEC or its staff with respect to the Registration Statement, other
          than those portions of any such memoranda which contain information
          subject to attorney-client privilege with respect to the Company, and,
          upon receipt of such confidentiality agreements as the Company may
          reasonably request, make reasonably available for inspection by such
          Holders and by any underwriter, if any, participating in any
          disposition to be effected pursuant to such Registration Statement and
          by any attorney, accountant


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<PAGE>

          or other agent retained by such Holders or any such underwriter, all
          pertinent financial and other records, pertinent corporate documents
          and properties of the Company, and cause all of the Company's
          officers, directors and employees to supply all information reasonably
          requested by such Holder, underwriter, attorney, accountant or agent
          in connection with such Registration Statement;

               (m) use its reasonable best efforts to promptly obtain the
          withdrawal of any order suspending the effectiveness of the
          Registration Statement;

               (n) provide a CUSIP number for all Registrable Securities, not
          later than the effective date of the Registration Statement;

               (o) make reasonably available its employees and personnel
          (including its chief executive officer and chief financial officer)
          and otherwise provide reasonable assistance to the underwriters
          (taking into account the needs of the Company's business and the
          requirements of the marketing process) in the marketing of Registrable
          Securities in any underwritten offering;

               (p) promptly, prior to the filing of any document which is to be
          incorporated by reference into the Registration Statement or the
          Prospectus (after the initial filing of such Registration Statement),
          provide copies of such document to counsel for the Holders
          participating in the registration, and to each managing underwriter,
          if any, and make the Company's representatives reasonably available
          for discussion of such document and make such changes in such document
          concerning the Holders prior to the filing thereof as counsel for the
          Holders or underwriters may reasonably request;

               (q) furnish to the Holders, and the managing underwriter, without
          charge, at least one signed copy of the Registration Statement and
          any post-effective amendments thereto, including financial statements
          and schedules, all documents incorporated therein by reference and all
          exhibits (including those incorporated by reference);

               (r) cooperate with the Holders and the managing underwriter, if
          any, to facilitate the timely preparation and delivery of certificates
          not bearing any restrictive legends representing the Registrable
          Securities to be sold, and cause such Registrable Securities to be
          issued in such denominations and registered in such names in
          accordance with the underwriting agreement prior to any sale of
          Registrable Securities to the underwriters or, if not an underwritten
          offering, in accordance with the instructions of the Holders
          participating in the registration at least three business days prior
          to any sale of Registrable Securities; and

               (r) take all such other commercially reasonable actions as are
          necessary or advisable in order to expedite or facilitate the
          disposition of such Registrable Securities.


                                       11

<PAGE>

               The Company may require as a condition precedent to the Company's
          obligations under this Section 2.4 that the Holders participating in
          the registration furnish the Company such information regarding such
          Holder and the distribution of their Registrable Securities as the
          Company may from time to time reasonably request, provided that such
          information shall be used only in connection with such registration.

               The Holders participating in the registration agree that upon
          receipt of any notice from the Company of the happening of any event
          of the kind described in clause (v) of paragraph (f) of this Section
          2.4, each Investor will discontinue its disposition of Registrable
          Securities pursuant to the Registration Statement covering such
          Registrable Securities until its receipt of the copies of the
          supplemented or amended Prospectus contemplated by paragraph (f) of
          this Section 2.4 and, if so directed by the Company, will deliver to
          the Company (at the Company's expense) all copies, other than
          permanent file copies, then in its possession of the prospectus
          covering such Registrable Securities that was in effect at the time of
          receipt of such notice. Notwithstanding the foregoing, the Company may
          suspend the use of the Prospectus and shall not be required to amend
          or supplement the Registration Statement, any related Prospectus or
          any document incorporated by reference, for a period not to exceed the
          Maximum Delay Period if and so long as the Delay Conditions exist.

               If any such Registration Statement or comparable statement under
          "blue sky" laws refers to any Holder by name or otherwise as the
          holder of any securities of the Company, then the Holder, shall have
          the right to require (i) the insertion therein of language, in form
          and substance satisfactory to such Holder and the Company, to the
          effect that the holding by such Holder of such securities is not to be
          construed as a recommendation by such Holder of the investment quality
          of the Company's securities covered thereby and that such holding does
          not imply that such Holder will assist in meeting any future financial
          requirements of the Company, or (ii) in the event that such reference
          to any Holder by name or otherwise is not, in the judgment of the
          Company, as advised by counsel, required by the Securities Act or any
          similar federal statute or any state "blue sky" or securities law then
          in force, the deletion of the reference to such Investor.


                                       12

<PAGE>

          2.5 Registration Expenses.

               (a) "Expenses" shall mean any and all fees and expenses incident
          to the Company's performance of or compliance with this Article 2,
          including, without limitation: (i) SEC, stock exchange or National
          Association of Securities Dealers, Inc. registration, listing and
          filing fees and all fees with respect to the inclusion of securities
          in NASDAQ, (ii) fees and expenses of compliance with state securities
          or "blue sky" laws and in connection with the preparation of a "blue
          sky" survey, including without limitation, reasonable fees and
          expenses of blue sky counsel, (iii) printing and copying expenses,
          (iv) messenger and delivery expenses, (v) expenses incurred in
          connection with any road show, (vi) fees and disbursements of counsel
          for the Company, (vii) with respect to each registration, the
          reasonable fees and disbursements of one counsel for the participating
          Holders, (viii) fees and disbursements of all independent public
          accountants (including the expenses of any audit and/or "cold comfort"
          letter) and fees and expenses of other persons, including special
          experts, retained by the Company, (ix) fees and expenses payable to an
          underwriter, and (x) any other fees and disbursements of underwriters,
          if any, customarily paid by issuers or sellers of securities.

               (b) The Company shall pay all Expenses with respect to this
          Article 2.

               (c) Notwithstanding the foregoing, (x) the provisions of this
          Section 2.5 shall be deemed amended to the extent necessary to cause
          these expense provisions to comply with "blue sky" laws of each state
          in which the offering is made and (y) the Company shall, in the case
          of all registrations under this Article 2, be responsible for all its
          internal expenses (including, without limitation, all salaries and
          expenses of its officers and employees performing legal or accounting
          duties).

          2.6 Certain Limitations on Registration Rights. In the case of any
     registration under Section 2.1, if the Company has determined to enter into
     an underwriting agreement in connection therewith, all securities to be
     included in such registration shall be subject to an underwriting agreement
     and no Person may participate in such registration unless such Person
     agrees to sell such Person's securities on the basis provided therein and
     completes and executes all reasonable questionnaires and other documents
     (including custody agreements and powers of attorney) which must be
     executed in connection therewith, and provides such other information to
     the Company or the underwriter as may be necessary to register such
     Person's securities.

          2.7 Limitations on Sale or Distribution of Other Securities.

               (a) Notwithstanding anything herein to the contrary, nothing in
          this Agreement shall be deemed to restrict any Holder from (i)
          selling, transferring or otherwise disposing of any Common Stock or
          any other equity security of the Company or any security convertible
          into or exchangeable or exercisable for any equity security of the
          Company (A) to any of its Affiliates or (B) in any private


                                       13

<PAGE>

          transaction exempt from the registration requirements of the
          Securities Act or (ii) engaging in any brokerage, investment advisory,
          financial advisory, anti-raid advisory, merger advisory, financing,
          asset management, trading, market making, arbitrage and other similar
          activities conducted in the ordinary course of its or its Affiliates'
          business.

               (b) The Company hereby agrees that, if it shall previously have
          received a request for registration pursuant to Section 2.1 or 2.2,
          and if such previous registration shall not have been withdrawn or
          abandoned, the Company shall not sell, transfer, or otherwise dispose
          of, any Common Stock or any other equity security of the Company or
          any security convertible into or exchangeable or exercisable for any
          equity security of the Company (other than as part of such
          underwritten public offering, a registration on Form S-4 or Form S-8
          or any successor or similar form which is then in effect or upon the
          conversion, exchange or exercise of any then outstanding Common Stock
          Equivalent (as such term is defined in the Articles)), until a period
          of 180 days shall have elapsed from the effective date of such
          previous registration; and the Company shall so provide in any
          registration rights agreements hereafter entered into with respect to
          any of its securities.

          2.8 No Required Sale. Nothing in this Agreement shall be deemed to
     create an independent obligation on the part of the Investor or any Holders
     to sell any Registrable Securities pursuant to any effective registration
     statement.

          2.9 Indemnification.

               (a) In the event of any registration of any of the Registrable
          Securities under the Securities Act pursuant to this Article 2, the
          Company will, and hereby does, indemnify and hold harmless, to the
          fullest extent permitted by law, the Investor, the Holders, their
          directors, officers, Affiliates, legal counsel, accountants,
          employees, stockholders, members and partners (and the directors,
          officers, Affiliates, employees, stockholders, members and partners
          thereof), each other Person who participates as an underwriter, if
          any, in the offering or sale of such Registrable Securities, each
          officer, director, employee, stockholder, member or partner of such
          underwriter and each other Person, if any, who controls any Investor,
          Holder or any such underwriter within the meaning of the Securities
          Act, against any and all losses, claims, damages or liabilities, joint
          or several, actions or proceedings (whether commenced or threatened)
          in respect thereof ("Claims") and expenses (including reasonable fees
          of counsel and any amounts paid in any settlement effected with the
          Company's consent, which consent shall not be unreasonably withheld or
          delayed) to which each such indemnified party may become subject under
          the Securities Act or otherwise, insofar as such Claims or expenses
          arise out of or are based upon (i) any untrue statement or alleged
          untrue statement of a material fact contained in any Registration
          Statement (or any amendment or supplement thereto) under which such
          Registrable Securities were registered under the Securities Act,
          together with


                                       14
<PAGE>

          the documents incorporated by reference therein, or the omission or
          alleged omission to state therein a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading, (ii) any untrue statement or alleged untrue statement of a
          material fact contained in any preliminary, final or summary
          prospectus or any amendment or supplement thereto, together with the
          documents incorporated by reference therein, or the omission or
          alleged omission to state therein a material fact required to be
          stated therein or necessary in order to make the statements therein,
          in the light of the circumstances under which they were made, not
          misleading; (iii) any violation by the Company of applicable
          securities laws in the jurisdictions in which the registration was
          made; or (iv) any breach of this Agreement; provided, however, that
          the Company shall not be liable to any such indemnified party in any
          such case to the extent such Claim or expense arises out of or is
          based upon any untrue statement or alleged untrue statement of a
          material fact or omission or alleged omission of a material fact made
          in such Registration Statement or amendment thereof or supplement
          thereto or in any such Prospectus or any preliminary, final or summary
          prospectus in reliance upon and in conformity with written information
          furnished to the Company by such indemnified party with respect to
          such indemnified party specifically for use therein. Such indemnity
          and reimbursement of expenses shall remain in full force and effect
          regardless of any investigation made by or on behalf of such
          indemnified party and shall survive the transfer of such Registrable
          Securities by such indemnified party.

               (b) In the event of a registration of any of the Registrable
          Securities under the Securities Act pursuant to the provisions of this
          Agreement, each seller of such Registrable Securities thereunder
          shall, severally and not jointly, indemnify and hold harmless (in the
          same manner and to the same extent as set forth in paragraph (a) of
          this Section 2.9) to the fullest extent permitted by law, the Company,
          its officers and directors, each Person controlling the Company within
          the meaning of the Securities Act and all other prospective sellers in
          such registration and their directors, officers, general and limited
          partners, underwriters and respective controlling Persons, with
          respect to any untrue statement or alleged untrue statement of any
          material fact in, or omission or alleged omission of any material fact
          from, the Registration Statement under which such Registrable
          Securities shall have been registered, any preliminary, final or
          summary prospectus contained therein, or any amendment or supplement
          thereto, if such statement or alleged statement or omission or alleged
          omission was made in reliance upon and in conformity with written
          information furnished to the Company or its representatives by or on
          behalf of such seller, specifically for use therein; provided,
          however, that the aggregate amount which any seller shall be required
          to pay pursuant to this Section 2.9 shall in no case be greater than
          the amount of the net proceeds received by such seller upon the sale
          of the Registrable Securities pursuant to the Registration Statement
          giving rise to such claim for indemnification. Such indemnity and
          reimbursement of expenses shall remain in full force and effect
          regardless of any investigation made by or on behalf of such
          indemnified party and shall survive the transfer of such securities


                                       15

<PAGE>

          by such seller. The indemnity provisions under this Section 2.9(b)
          will not be applicable to amounts paid in settlements effected without
          consent of the indemnifying seller (which consent will not be
          unreasonably withheld).

               (c) Indemnification similar to that specified in the preceding
          paragraphs (a) and (b) of this Section 2.9 (with appropriate
          modifications) shall be given by the Company and each seller of
          Registrable Securities with respect to any required registration or
          other qualification of securities under any state securities and "blue
          sky" laws.

               (d) If the indemnification provided for in this Section 2.9 is
          held by a court of competent jurisdiction to be unavailable to an
          indemnified party with respect to any Claim or expense referred to
          herein, then the indemnifying party, in lieu of indemnifying such
          indemnified party hereunder, shall contribute to the amount paid or
          payable by such indemnified party as a result of such Claim or expense
          in such proportion as is appropriate to reflect the relative fault of
          the indemnifying party and the indemnified party in connection with
          the statements or omissions that resulted in such Claim or expense as
          well as any other relevant equitable considerations. The relative
          fault of the indemnifying party and of the indemnified party shall be
          determined by reference to, among other things, whether the untrue
          statement or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates to
          information supplied by the indemnifying party or by the indemnified
          party and the parties' relative intent, knowledge, access to
          information, and opportunity to correct or prevent such statement or
          omission. The parties hereto agree that it would not be just and
          equitable if contribution pursuant to this Section 2.9(d) were
          determined by pro rata or per capita allocation or by any other method
          of allocation which does not take account of the equitable
          considerations referred to in the immediately preceding sentence. No
          person guilty of fraudulent misrepresentation (within the meaning of
          Section 11(f) of the Securities Act) shall be entitled to contribution
          from any person who was not guilty of such fraudulent
          misrepresentation. The obligations of the Holders and any
          underwriters, selling agents or other securities professionals in this
          Section 2.9(d) to contribute shall be several in proportion to the
          percentage of Registrable Securities registered or underwritten, as
          the case may be, by them and not joint.

               (e) Any person entitled to indemnification under this Agreement
          shall notify promptly the indemnifying party in writing of the
          commencement of any action or proceeding with respect to which a claim
          for indemnification may be made pursuant to this Section 2.9, but the
          failure of any indemnified party to provide such notice shall not
          relieve the indemnifying party of its obligations under the preceding
          paragraphs of this Section 2.9, except to the extent the indemnifying
          party is materially prejudiced thereby and shall not relieve the
          indemnifying party from any liability which it may have to any
          indemnified party otherwise than under this Article 2. In case any
          action or proceeding is brought against an indemnified party and it
          shall notify the indemnifying party of the


                                       16

<PAGE>

          commencement thereof, the indemnifying party shall be entitled to
          participate therein and, unless in the reasonable opinion of outside
          counsel to the indemnified party a conflict of interest between such
          indemnified and indemnifying parties may exist in respect of such
          claim, to assume the defense thereof jointly with any other
          indemnifying party similarly notified, to the extent that it chooses,
          with counsel reasonably satisfactory to such indemnified party, and
          after notice from the indemnifying party to such indemnified party
          that it so chooses, the indemnifying party shall not be liable to such
          indemnified party for any legal or other expenses subsequently
          incurred by such indemnified party in connection with the defense
          thereof other than reasonable costs of investigation; provided,
          however, that (i) if the indemnifying party fails to take reasonable
          steps necessary to defend diligently the action or proceeding within
          20 days after receiving notice from such indemnified party that the
          indemnified party believes it has failed to do so; or (ii) if such
          indemnified party who is a defendant in any action or proceeding which
          is also brought against the indemnifying party reasonably shall have
          concluded that there may be one or more legal defenses available to
          such indemnified party which are not available to the indemnifying
          party; or (iii) if representation of both parties by the same counsel
          is otherwise inappropriate under applicable standards of professional
          conduct, then, in any such case, the indemnified party shall have the
          right to assume or continue its own defense as set forth above and the
          indemnifying party shall be liable for any reasonable expenses
          therefor. No indemnifying party shall, without the written consent of
          the indemnified party, effect the settlement or compromise of, or
          consent to the entry of any judgment with respect to, any pending or
          threatened action or claim in respect of which indemnification or
          contribution may be sought hereunder (whether or not the indemnified
          party is an actual or potential party to such action or claim) unless
          such settlement, compromise or judgment (A) includes an unconditional
          release of the indemnified party from all liability arising out of
          such action or claim and (B) does not include a statement as to or an
          admission of fault, culpability or a failure to act, by or on behalf
          of any indemnified party.

               (f) The indemnity agreements contained herein shall be in
          addition to any other rights to indemnification or contribution which
          any indemnified party may have pursuant to law or contract and shall
          remain operative and in full force and effect regardless of any
          investigation made or omitted by or on behalf of any indemnified party
          and shall survive the transfer of the Registrable Securities by any
          such party.

               (g) Notwithstanding any other provision of this Section 2.9, in
          no event will any Holder be required to undertake liability to any
          person under this Section 2.9 for any amounts in excess of the dollar
          amount of the proceeds received by such Holder from the sale of such
          Holder's Registrable Securities (after deducting any fees, discounts
          and commissions applicable thereto) pursuant to any Registration
          Statement.


                                       17

<PAGE>

               (h) The indemnification and contribution required by this Section
          2.9 shall be made by periodic payments of the amount thereof during
          the course of the investigation or defense, as and when bills are
          received or expense, loss, damage or liability is incurred.

          2.10 Termination of Registration Rights. All registration rights
     provided for in Sections 2.1 or 2.2 expire on the earlier of (i) five years
     following the date hereof or (ii) the date on which all Registrable
     Securities have been sold (other than in a privately negotiated sale)
     pursuant to Rule 144 (or any successor provision) under the Securities Act.
     For the avoidance of doubt, this Agreement and the Company's obligations
     hereunder shall continue regardless of whether or not the Second Lien
     Credit Agreement, as amended, between the parties is then in effect.

     3.   UNDERWRITTEN OFFERINGS.

          3.1 Requested Underwritten Offerings. If requested by the underwriters
     for any underwritten offering pursuant to a registration requested under
     Section 2.2, the Company shall enter into a customary underwriting
     agreement with the underwriters. Such underwriting agreement shall be
     satisfactory in form and substance to the Holders of a majority of the
     Registrable Securities to be included in such registration, and shall
     contain such representations and warranties by, and such other agreements
     on the part of, the Company and such other terms as are generally included
     in the standard underwriting agreement of such underwriters, including,
     without limitation, indemnities and contribution agreements. Such Holders
     shall be a party to such underwriting agreement and Holders of a majority
     of the Registrable Securities to be included in such registration may
     require that any or all of the representations and warranties by, and the
     other agreements on the part of, the Company to and for the benefit of such
     underwriters shall also be made to and for the benefit of such Holders and
     that any or all of the conditions precedent to the obligations of such
     underwriters under such underwriting agreement be conditions precedent to
     the obligations of such Holder; provided, however, that the Company shall
     not be required to make any representations or warranties with respect to
     written information specifically provided by any of the Holders for
     inclusion in the Registration Statement. Such underwriting agreement shall
     also contain such representations and warranties by such Holder as are
     customary in agreements of that type.

          3.2 Piggyback Underwritten Offerings. In the case of a registration
     pursuant to Section 2.1 hereof, if the Company shall have determined to
     enter into an underwriting agreement in connection therewith, the
     participating Holders shall be subject to such underwriting agreement. Such
     Holders may require that any or all of the representations and warranties
     by, and the other agreements on the part of, the Company to and for the
     benefit of such underwriters shall also be made to and for the benefit of
     such Holders and that any or all of the conditions precedent to the
     obligations of such underwriters under such underwriting agreement be
     conditions precedent to the obligations of such Holders. Such underwriting
     agreement shall also contain such representations and warranties by such
     Investor as are customary in agreements of that type.


                                       18

<PAGE>

     4.   GENERAL.

          4.1 Capitalization. The Company represents and warrants to the
     Investor, at and as of the Issue Date (as defined in the Warrant), that the
     authorized capital stock of the Company consists of 75,000,000 shares of
     Class A Common Stock, of which 13,401,938 are issued and outstanding and
     25,000,000 shares of Class B Common Stock, of which 5,077,746 are issued
     and outstanding (collectively the "Company Shares"). All of the issued and
     outstanding Company Shares have been duly authorized and validly issued and
     all such shares are fully paid and nonassessable. There are no outstanding
     options, warrants, commitments, or other rights or instruments to purchase
     or acquire from the Company any Company Shares, or any securities
     (including any bonds, debentures, notes or other indebtedness) or rights
     convertible into or exchangeable for Company Shares, except for (i) this
     Warrant, (ii) the Class A Common Stock Purchase Rights pursuant to the
     Class A Rights Agreement dated April 22, 1992, as amended and on file with
     the Securities and Exchange Commission (the "Class A Rights Agreement") and
     (iii) the Class B Common Stock Purchase Rights pursuant to the Amended and
     Restated Class B Rights Agreement dated April 22, 1992, as amended and on
     file with the Securities and Exchange Commission (the "Class B Rights
     Agreement" and collectively with the Class A Rights Agreement, the "Rights
     Agreements"). As of the date hereof, assuming issuance of all of the
     Warrant Shares on the Issue Date but excluding any Company Shares issuable
     pursuant to the Rights Agreements, there are 19,870,628 Company Shares
     outstanding.

          4.2 Adjustments Affecting Registrable Securities. The Company agrees
     that it shall not effect or permit to occur any combination or subdivision
     of its securities which would adversely affect the ability of the Investor
     or any Holders to include Registrable Securities in any registration
     contemplated by this Agreement or the marketability of such Registrable
     Securities in any such registration.

          4.3 Rule 144. The Company covenants that (i) so long as it remains
     subject to the reporting provisions of the Exchange Act, it will timely
     file the reports required to be filed by it under the Securities Act or the
     Exchange Act (including, but not limited to, the reports under Sections 13
     and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule
     144 under the Securities Act), and (ii) it will take such further action
     (including providing opinions or other statements of its legal counsel) to
     the extent required from time to time to enable the Holders to sell
     Registrable Securities without registration under the Securities Act within
     the limitation of the exemptions provided by (A) Rule 144 under the
     Securities Act, as such Rule may be amended from time to time, or (B) any
     similar rule or regulation hereafter adopted by the SEC.

          4.4 Amendments and Waivers. This Agreement may be amended, modified,
     supplemented or waived only upon the written agreement of the Company and
     the Investor.

          4.5 Notices. Except as otherwise provided in this Agreement, all
     notices, requests, consents and other communications hereunder to any party
     shall be deemed to be sufficient if contained in a written instrument
     delivered in person or by telecopy,


                                       19

<PAGE>

     nationally recognized overnight courier or first class registered or
     certified mail, return receipt requested, postage prepaid, addressed to
     such party at the address set forth below or such other address as may
     hereafter be designated in writing by such party to the other parties:

               (i)  if to the Company, to:

                    Tecumseh Products Company
                    100 E. Patterson Street
                    Tecumseh, Michigan 49286
                    Facsimile: (517) 423-8839
                    Attention:  President

                    with a copy (which shall not constitute notice) to:

                    Miller, Canfield, Paddock and Stone, P.L.C.
                    840 Long Lake Road, Suite 200
                    Troy,  Michigan 48098
                    Facsimile: (248) 879-2001
                    Attention: David D. Joswick, Esq

               (ii) if to the Investor, to:

                    Tricap Partners II L.P.
                    BCE Place, Suite 3000
                    181 Bay Street, P.O. Box 762
                    Toronto, Ontario M5J 2T3
                    Facsimile: (416) 365-9642
                    Attention: Cyrus Madon

                    with additional notice to:
                    Tricap Partners LLC
                    3 World Financial Center
                    200 Vesey Street-11th Floor
                    New York, New York 10281
                    Facsimile: (212) 417-7292
                    Attention: Alexander D. Green

                    with a copy (which shall not constitute notice) to:

                    Squire, Sanders & Dempsey L.L.P.
                    Two Renaissance Square


                                       20

<PAGE>

                    40 North Central Avenue
                    Suite 2700
                    Phoenix, Arizona 85004
                    Facsimile: (602) 253-8129
                    Attention: Christopher D. Johnson

     All such notices, requests, consents and other communications shall be
     deemed to have been given when received.

          4.6 No Inconsistent Agreements. Without the prior written consent of
     the Investor, the Company will not, on or after the date of this Agreement,
     enter into any agreement with respect to its securities which is
     inconsistent with the rights granted in this Agreement or otherwise
     conflicts with the provisions hereof. The Company will not, on or after the
     date of this Agreement, enter into any agreement with respect to its
     securities that is superior to the rights granted to the holders of
     Registrable Securities in this Agreement or otherwise conflicts with the
     provisions hereof.

          4.7 Mergers. The Company shall not, directly or indirectly, enter into
     any merger, consolidation or reorganization in which the Company shall not
     be the surviving corporation unless the proposed surviving corporation
     shall, prior to such merger, consolidation or reorganization, agree in
     writing to assume the obligations of the Company under this Agreement, and
     for that purpose references hereunder to "Registrable Securities" shall be
     deemed to be references to the securities which the Holders would be
     entitled to receive in exchange for Registrable Securities under any such
     merger, consolidation or reorganization; provided, however, that the
     provisions of this Agreement shall not apply in the event of any merger,
     consolidation or reorganization in which the Company is not the surviving
     corporation if the Holders of Registrable Securities are entitled to
     receive in exchange therefor (i) cash, or (ii) securities of the acquiring
     corporation which may be immediately sold to the public without
     registration under the Securities Act.

          4.8 Miscellaneous.

               (a) This Agreement shall be binding upon and inure to the benefit
          of and be enforceable by the parties hereto and their respective
          successors, personal representatives and assigns, whether so expressed
          or not. If any Person shall acquire Registrable Securities in any
          manner, whether by assignment from a Holder, operation of law or
          otherwise, such transferee shall promptly notify the Company, which
          notice shall include the name and address of said transferee or
          assignee and identify the securities with respect to which such
          registration rights are being transferred or assigned, and such
          Registrable Securities acquired from the Investor shall be held
          subject to all of the terms of this Agreement, and by taking and
          holding such Registrable Securities such Person shall be entitled to
          receive the benefits of and be conclusively deemed to have agreed to
          be bound by and to perform all of the terms and provisions of this
          Agreement. The parties to this Agreement intend that all Holders shall
          be entitled to receive the benefits of


                                       21

<PAGE>

          this Agreement and that any Holder participating in a registration
          shall be bound by the terms and provisions of this Agreement by reason
          of such election with respect to the Registrable Securities that are
          included in a Registration Statement. If the Company shall so request,
          any such successor or assign shall agree in writing to acquire and
          hold the Registrable Securities acquired from the Investor subject to
          all of the terms hereof. If the Investor shall acquire additional
          Registrable Securities, such Registrable Securities shall be subject
          to all of the terms, and entitled to all the benefits, of this
          Agreement. No Persons other than the Investor and its assigns shall be
          entitled to any benefits under this Agreement, except as otherwise
          expressly provided herein.

               (b) This Agreement (with the documents referred to herein or
          delivered pursuant hereto) embodies the entire agreement and
          understanding between the parties hereto and supersedes all prior
          agreements and understandings relating to the subject matter hereof.

               (c) This Agreement shall be governed by and construed in
          accordance with the laws of the State of New York without giving
          effect to the principles of conflicts of law. Each of the parties
          hereto hereby agrees that service of any process, summons, notice or
          document by U.S. registered mail to its respective address set forth
          in this Agreement shall be effective service of process for any
          action, proceeding or investigation in any court or before any
          governmental authority ("Litigation") brought against it in any such
          court. Each of the parties irrevocably and unconditionally waives, to
          the fullest extent permitted by applicable law, any and all rights to
          trial by jury in connection with any Litigation arising out of or
          relating to this Agreement or the transactions contemplated hereby.

               (d) The headings in this Agreement are for convenience of
          reference only and shall not limit or otherwise affect the meaning
          hereof. All section references are to this Agreement unless otherwise
          expressly provided.

               (e) This Agreement may be executed in any number of counterparts,
          each of which shall be an original, but all of which together shall
          constitute one instrument. This Agreement may be executed with
          facsimile signatures, which shall be considered and treated as
          original signatures.

               (f) Any term or provision of this Agreement which is invalid or
          unenforceable in any jurisdiction shall, as to such jurisdiction, be
          ineffective to the extent of such invalidity or unenforceability
          without rendering invalid or unenforceable the remaining terms and
          provisions of this Agreement or affecting the validity or
          enforceability of any of the terms or provisions of this Agreement in
          any other jurisdiction.

               (g) The parties hereto acknowledge that there would be no
          adequate remedy at law if any party fails to perform any of its
          obligations hereunder, and accordingly agree that each party, in
          addition to any other remedy to which it may


                                       22

<PAGE>

          be entitled at law or in equity, shall be entitled to injunctive
          relief, including specific performance, to enforce such obligations
          without the posting of any bond, and, if any action should be brought
          in equity to enforce any of the provisions of this Agreement, none of
          the parties hereto shall raise the defense that there is an adequate
          remedy at law. The Company acknowledges and agrees that any failure by
          the Company to comply with its obligations under this Agreement may
          result in material irreparable injury to the Investor or the Holders
          for which there is no adequate remedy at law, that it will not be
          possible to measure damages for such injuries precisely and that, in
          the event of any such failure, the Investor or any Holders may obtain
          such relief as may be required to specifically enforce the Company's
          obligations hereunder.

               (h) Each party hereto shall do and perform or cause to be done
          and performed all such further acts and things and shall execute and
          deliver all such other agreements, certificates, instruments, and
          documents as any other party hereto reasonably may request in order to
          carry out the intent and accomplish the purposes of this Agreement and
          the consummation of the transactions contemplated hereby.

               (i) The respective indemnities, agreements, representations,
          warranties and other provisions set forth in this Agreement or made
          pursuant hereto shall remain in full force and effect and shall
          survive the transfer and registration of the Registrable Securities.

               (j) This Agreement is intended by the parties as a final
          expression of their agreement and intended to be a complete and
          exclusive statement of the agreement and understanding of the parties
          hereto in respect of the subject matter hereof. There are no
          restrictions, promises, warranties or undertakings, other than those
          set forth or referred to herein, with respect to the registration
          rights granted with respect to the Registrable Securities. This
          Agreement supersedes all prior agreements and understandings between
          the parties with respect to such subject matter.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       23

<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed this Registration
Rights Agreement as of the date set forth above.

                                        TECUMSEH PRODUCT COMPANY


                                        By: /s/ James S. Nicholson
                                            ------------------------------------
                                        Name: James S. Nicholson
                                        Title: Vice President, Treasurer and
                                               Chief Financial Officer


                                        TRICAP PARTNERS II L.P.


                                        By: Tricap Partners II GP L.P.,
                                            its general partner

                                        By: Tricap Partners Ltd., its
                                            general partner


                                        By: /s/ Gary Franko
                                            ------------------------------------
                                        Name: Gary Franko
                                        Title: Vice President

                 Registration Rights Agreement - Signature Page