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AMENDMENT TO
TECUMSEH PRODUCTS COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
The Tecumseh
Products Company Executive Deferred Compensation Plan
(“Plan”) is amended, effective January 1, 2005, so
that Exhibit B reads as follows:
“Company
Change in Control,” solely for the purposes of this Plan,
shall mean (and be limited to) any change that qualifies as a
change of control event pursuant to Section 409A of the
Internal Revenue Code of 1986, as amended, Treasury Regulation
§ 1.409A-3(g)(5), and all subsequent relevant authority,
including any one or more of the following events:
a) a change in
the ownership of the Company in compliance with Treasury Regulation
§ 1.409A-3(g)(5)(v) pursuant to which any person or group
acquires ownership of stock of the Company that, together with
stock held by that person or group, constitutes more than
50 percent of the total fair market value or total voting
power of the stock of the Company.
b) a change in
the effective control of the Company pursuant to Treasury
Regulation § 1.409A-3(g)(5)(vi), pursuant to which
either:
(1) any
one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership
(including acquisitio
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