EXHIBIT 10.2

                            TECUMSEH PRODUCTS COMPANY
                      LONG-TERM INCENTIVE EQUITY AWARD PLAN

                                 AWARD AGREEMENT
                                (PHANTOM SHARES)

     Agreement made effective ____________, 20__ (the "Grant Date") between
Tecumseh Products Company, a Michigan corporation (the "Company"), and
________________________ (the "Employee").

     This Agreement confirms the grant of a Phantom Share Award pursuant to and
subject to all the terms and conditions of the Tecumseh Products Company
Long-Term Incentive Cash Award Plan, as it may have been and in the future may
be amended in accordance with its terms (the "Plan"). In this Agreement
capitalized terms that are used without separate definition have the meanings
given to them in the Plan.

     The Phantom Shares awarded and their vesting date are as follows:

     -    Number of Phantom Shares: _________

     -    Vesting Date: _________, 20__

     As soon as reasonably practicable after the vesting date, subject to the
terms and conditions of the Plan, the Company will pay the Employee an amount in
cash equal the product obtained by multiplying:

          (a) the Fair Market Value of one share of Class A stock on the vesting
     date; times

          (b) the number of Phantom Shares that are the subject of this Award.

     In no event will payment be made later than the 15th day of the third month
following the end of the Company's taxable year in which the amount vests.

     The Company will be entitled to deduct from the amount payable to the
Employee any sums required by federal, state, or local tax law to be withheld
with respect to the vesting of the Phantom Shares or payment of this Award.

     The Phantom Shares awarded under this Award Agreement will vest on the
Vesting Date unless a Termination of Employment occurs before the Vesting Date.
The Employee's rights in unvested Phantom Shares will lapse upon the Employee's
Termination of Employment before the Vesting Date unless otherwise expressly
provided in an Management Contract, in which event the terms of the Management
Contract will be given effect.



     The Employee's signature below indicates the Employee's acknowledgement
that the Employee has received and read a copy of the Plan. In the event of a
conflict between any term or provision contained in this Agreement and a term or
provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail.

TECUMSEH PRODUCTS COMPANY               EMPLOYEE:


By:
    ---------------------------------   ----------------------------------------
    [Name]                              [Name]
    [Title]


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