EXHIBIT 10.21
                               FIRST AMENDMENT TO
                            TECUMSEH PRODUCTS COMPANY
             OUTSIDE DIRECTORS' VOLUNTARY DEFERRED COMPENSATION PLAN

         Tecumseh Products Company (the "Company") amends the Outside Directors'
Voluntary Deferred Compensation Plan (the "Plan") as follows:


1.       Effective April 9, 2002, Section 6.3 of the Plan is amended to read:

                           6.3 Corporate Bond Investment Option. Participant
                  elections for this Option shall be reflected in a bookkeeping
                  sub-account, the value of which shall be based upon quarterly
                  crediting of earnings based on the current yield of the Dow
                  Jones Corporate Bond Index (DJCI). Amounts deferred will be
                  credited to such sub-account on the date such amount would
                  otherwise have been paid to the Participant. All amounts
                  reflected in this sub-account shall be credited with earnings,
                  compounded quarterly, from the date credited, based on a rate
                  of return equal to the current yield of the DJCI as of the
                  last business day of the preceding quarter.


2.       Except as amended above, the Plan continues in full force and effect.


WITNESS execution of this amendment on behalf of the Company.


                                  TECUMSEH PRODUCTS COMPANY



                                  By /s/ DAVID W. KAY
                                    --------------------------------------
                                      David W. Kay
                                      Its Vice President, Treasurer and
                                      Chief Financial Officer


                                  Dated: August 28, 2002