Directors’ Compensation

Current Directors’ Fees.    Effective October 1, 2005, the compensation of our board members is as follows: (1) a retainer of $20,000 per year ($60,000 for the chairman of the board), (2) a per board meeting fee of $1,500, (3) additional retainers for committee service in the amount of $8,000 for each committee chairman ($10,000 in the case of the audit committee chairman) and $5,000 in the case of committee members who do not chair a committee, and (4) a per committee meeting fee of $1,000. No meeting fee is paid for telephonic meetings, unless the meeting is a full, multiple agenda item meeting (the determination is made by the applicable board or committee chairman). All retainer amounts at the new rates described above were pro-rated for the applicable portion of 2005.

Prior Directors’ Fees.    Prior to October 1, 2005, the chairman of the board of directors was paid an annual retainer of $48,000 per year for his services as chairman and $1,000 for each meeting of the board of directors attended. The chairman did not receive any additional compensation for committee participation. All other nonemployee directors were paid $16,000 per year for their services as a director and $1,000 for each meeting of the board of directors attended. Each nonemployee member of the audit committee and nominating, governance and compensation committee was paid $2,000 per year for his or her service as a member ($4,000 if chairman of the committee), and each committee member was paid $500 for each meeting of a committee attended. Directors were not paid fees for actions by unanimous written consent but were compensated for participation in telephonic meetings.

Other Director Compensation.    Each director and committee member is reimbursed for travel and related expenses incurred in attending meetings. We also maintain a matching gift program for the benefit of our directors. Pursuant to the matching gift program, in 2005, we matched gifts to charitable organizations made by the directors in amounts up to $2,500 for each director.

Our 1995 Non-Employee Directors Stock Option Plan expired during 2005 and no grants were made to directors under that plan during 2005. In connection with the consummation of the merger with the aftermarket business of Modine Manufacturing Company in July 2005, outstanding options under the 1995 Non-Employee Directors Stock Option Plan that had an exercise price greater than or equal to the closing price of Proliance common stock on the day before the merger were, at the option of each director, replaced with options issued under our new Equity Incentive Plan having the same terms as the prior options, except that (1) the term of each option that would otherwise expire prior to the third anniversary of the merger was extended to the third anniversary of the merger closing and (2) the period during which such options may be exercised following the cessation of a director’s service was increased from three months to the earlier of the third anniversary of such cessation of service and the end of the remaining term of the options. Outstanding options under the 1995 Non-Employee Directors Stock Option Plan that had an exercise price less than the closing price of Proliance common stock on the day before the merger remain outstanding. On July 22, 2005, our non-employee directors exchanged options to purchase an aggregate of 56,400 Proliance shares with exercise prices ranging from $7.75 to $11.75 per share as described above.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee currently consists of four non-employee directors – Messrs. Martin, Abraham, Banducci and Rulseh. We have from time to time retained the law firm of Foley & Lardner to perform legal services on our behalf. Payments made by us to Foley & Lardner in 2005 were approximately $66,337. Mr. Abraham is a partner at Foley & Lardner.

Communications with Directors

In order to provide our security holders and other interested parties with a direct and open line of communication to the board of directors, the board of directors has adopted the following procedures. Proliance security holders and other interested persons may communicate with the chairmen of our Nominating and Governance Committee, Compensation Committee or Audit Committee or with the non-management directors as a group by sending an email to directors@pliii.com. The email should specify which of the foregoing is the intended recipient. Communications may also be sent by mail addressed in care of the corporate Secretary,

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Proliance International, Inc., 100 Gando Drive, New Haven, CT 06513.

All communications received in accordance with these procedures will be reviewed initially by our corporate Secretary. The Secretary will relay all such communications to the appropriate director or directors unless the Secretary determines that the communication:

	•	does not relate to the business or affairs of Proliance or the functioning or constitution of the board of directors or any of its committees;

	•	relates to routine or insignificant matters that do not warrant the attention of the board of directors;

	•	is an advertisement or other commercial solicitation or communication;

	•	is frivolous or offensive; or

	•	is otherwise not appropriate for delivery to directors.

The director or directors who receive any such communication will have discretion to determine whether the subject matter of the communication should be brought to the attention of the full board of directors or one or more of its committees and whether any response to the person sending the communication is appropriate. Any response will be made only in accordance with applicable law and regulations relating to the disclosure of information.

Our Secretary will retain copies of all communications received pursuant to these procedures for a period of at least one year. The Nominating and Governance Committee of the board of directors will review the effectiveness of these procedures from time to time and, if appropriate, recommend changes.

We have not established a formal policy regarding director attendance at our annual meetings of stockholders, but our directors generally do attend the annual meeting. The chairman of the board presides at the annual meeting of stockholders, and the board of directors generally holds one of its regular meetings in conjunction with the annual meeting of stockholders. Accordingly, unless one or more members of the board are unable to attend, all members of the board are present for the annual meeting. Due to the fact that the 2005 annual meeting was rescheduled to accommodate the closing of the Modine merger and no board meeting was scheduled that day, only two of the seven members of the board at the time of our 2005 annual meeting of stockholders attended that meeting.

Nomination of Directors

The Nominating and Governance Committee has adopted specifications applicable to members of the board of directors, and nominees for the board of directors recommended by the Nominating and Governance Committee must meet these specifications. The specifications provide that a candidate for director should:

	•	Have a reputation for industry, integrity, honesty, candor, fairness and discretion;

	•	Be knowledgeable in his or her chosen field of endeavor, which field should have such relevance to our businesses as would contribute to the company’s success;

	•	Be knowledgeable, or willing and able to become so quickly, in the critical aspects of our businesses and operations; and

	•	Be experienced and skillful in serving as a competent overseer of, and trusted advisor to, senior management of a publicly held corporation.

In addition, nominees for the board of directors should contribute to the mix of skills, core competencies and qualifications of the board through expertise in one or more of the following areas: accounting and finance, the automotive industry, international business, mergers and acquisitions, leadership, business and management, strategic planning, government relations, investor relations, executive leadership development, and executive compensation.

The Nominating and Governance Committee will consider nominees recommended by stockholders for election at the 2007 annual meeting of stockholders that are submitted prior to the end of 2006 to our Secretary at Proliance’s offices, 100 Gando Drive, New Haven, Connecticut 06513. Any recommendation must be in writing and must include a detailed description of the business experience and other qualifications of the recommended nominee as well as the signed consent of the nominee to serve if nominated and elected, so that the candidate may be properly considered. All stockholder recommendations will be reviewed in the same manner as other potential candidates for board membership.

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The Nominating and Governance Committee has not received any nominees for election to the board from any stockholder or group that has held more than 5% of our common stock for a period of one year.

Code of Ethics

Our board of directors has approved a Code of Business Conduct in accordance with the rules of the Securities and Exchange Commission and the American Stock Exchange that governs the conduct of each of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer and controller. Our Code of Business Conduct is maintained on our website at www.pliii.com. Any amendments to or waivers of the Code of Business Conduct that apply to our principal executive officer, principal financial officer or principal accounting officer and that relates to any element of the definition of the term ‘‘code of ethics,’’ as the term is defined by the Securities and Exchange Commission, will be posted on our website at www.pliii.com.

Executive Officer Compensation

The Compensation Committee, which is comprised of four independent directors, oversees our executive compensation programs and establishes our executive compensation policies. The committee approves the total compensation opportunities for the chief executive officer and the other executive officers, including the approval of the measures, goals and payout matrices under our incentive plans. The committee reports on executive compensation to the full board of directors. (See ‘‘Report on Executive Compensation’’ below.)

Summary Compensation Table.    The following table (Table I) shows all compensation paid or granted, during or with respect to the 2005 fiscal year, and the two previous fiscal years, to the chief executive officer and to the four other highest paid executive officers for services rendered to Proliance and its subsidiaries during 2005. (Persons in this group are referred to individually as a ‘‘named executive officer’’ and collectively as the ‘‘named executive officers,’’ and, unless otherwise noted, the titles listed are the titles held as of the end of the 2005 fiscal year.)

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TABLE I
SUMMARY COMPENSATION TABLE

								Annual Compensation												Long-Term Compensation Awards
Name and Principal Position				Year				Salary ($)				Bonus ($)				Other Annual Comp. (a) ($)				Securities Underlying Options/ SARs (#)				All Other Comp. ($) (b)
Charles E. Johnson				2005				$	437,500			$	231,000			$	0				0			$	8,051
President and Chief				2004					411,154				398,000				0				20,000				5,425
Executive Officer				2003					391,890				0				0				0				9,817
Richard A. Wisot				2005					216,846				55,000				0				0				6,892
Vice President, Treasurer,				2004					206,192				110,000				0				0				5,123
Secretary and Chief Financial Officer				2003					205,255				0				0				0				6,323
David J. Albert				2005					257,539				91,000				4,799	(c)			0				7,016
Executive Vice President –				2004					234,331				140,000				24,454	(c)			10,000				4,166
Operations				2003					234,998				0				7,157	(c)			0				3,390
Jeffrey L. Jackson				2005					179,231				42,000				0				0				4,467
Vice President – Human				2004					168,077				87,000				0				7,000				3,626
Resources and Process				2003					166,546				0				0				0				3,354
Kenneth T. Flynn, Jr				2005					149,692				28,000				0				0				4,949
Vice President and				2004					143,285				80,000				0				0				4,191
Corporate Controller				2003					142,808				0				0				0				4,569

(a)	The amount of perquisites and other personal benefits is less than the lesser of $50,000 or 10% of the total salary and bonus reported.

(b)	Amounts shown for 2005 consist of, for Messrs. Johnson, Wisot, Albert, Jackson and Flynn, contributions to defined contribution plans ($4,200, $4,152, $4,135, $3,146 and $2,994, respectively) and payment of insurance premiums ($3,851, $2,740, $2,881, $1,321 and $1,955, respectively).

(c)	Represents reimbursement of grossed-up moving expenses.

No options were granted by Proliance in 2005 to the named executive officers.

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Option Value Table.    Shown in Table II below is information with respect to unexercised options to purchase Proliance common stock held by the named executive officers at December 31, 2005. No options to purchase common stock were exercised in 2005 by these persons.

TABLE II
2005 YEAR-END OPTION VALUES

				Number of Unexercised Options at Fiscal Year-End #								Value of Unexercised in- the-Money Options at Fiscal Year-End($) (a)
Name				Exercisable				Unexercisable				Exercisable				Unexercisable
Charles E. Johnson					155,000				0			$	262,550			$	0
Richard A. Wisot					40,000				0				60,800				0
David J. Albert					60,000				0				74,300				0
Jeffrey L. Jackson					43,433				0				58,453				0
Kenneth T. Flynn, Jr					10,000				0				5,700				0

(a)	These values are based on $5.29 per share, the market price of a share of Proliance common stock as of December 30, 2005 (the final trading day of 2005), net of exercise prices, which range from $2.50 to $5.25 per share. In all cases, the exercise price equaled the fair market value of a share at the date of grant.

Equity Compensation Plan Table.    The following table (Table III) sets forth general information concerning our equity compensation plans as of December 31, 2005.

TABLE III
EQUITY COMPENSATION PLAN INFORMATION

Plan Category				Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)				Weighted-average exercise price of outstanding options, warrants and rights ($)(b)				Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders:
1995 Stock Plan					534,359			$	3.99				0
1995 Non-Employee Directors Plan					36,800				4.61				0
Equity Incentive Plan					56,400				9.70				1,400,000
Equity compensation plans not approved by security holders					0				—				0
Total					627,559				4.54				1,400,000

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Executive Contracts and Severance
and Change of Control Arrangements

    

Charles E. Johnson.    Effective March 12, 2001, we entered into an employment agreement with Charles E. Johnson, our President and Chief Executive Officer. The agreement has a two-year term with automatic one-year extensions upon each anniversary date of the agreement unless either party gives at least 90 days’ notice to the contrary. The employment agreement can be terminated by Proliance for ‘‘serious cause’’ (as defined in the employment agreement) or in the event Mr. Johnson becomes disabled, and Mr. Johnson can terminate the agreement for ‘‘good reason’’ (as defined in the agreement). The employment agreement provides annual pension benefits, supplemental to the annual benefits paid under our retirement plans, in an amount determined in accordance with the applicable Proliance retirement plan, without giving effect to limits imposed by the Internal Revenue Code and regulations of the IRS on the amount of benefits payable or compensation that may be used in determining benefits that may be paid to an individual under a Federal income tax qualified plan. As of December 31, 2005, our accrued obligation to Mr. Johnson with respect to his supplemental pension benefit was $35,144. The employment agreement also provides for an annual salary of $360,000 and a bonus of up to 150% of base salary determined based upon performance targets set annually by the board. Mr. Johnson’s annual base salary was increased in March 2002, 2003, 2004 and 2005 to $374,400, $395,000, $415,000 and $440,000, respectively. On December 15, 2005, the Compensation Committee determined to increase Mr. Johnson’s base salary to $500,000 per year, based on the increased responsibilities Mr. Johnson has undertaken since our merger with the aftermarket business of Modine Manufacturing Company in July 2005.

In addition, under the agreement, in March 2001 Mr. Johnson received options to purchase 60,000 shares of common stock under our 1995 Stock Plan exercisable one third after one year from date of grant, two-thirds after two years from date of grant and 100 percent after three years from date of grant. In June 2001, Mr. Johnson received options to purchase an additional 40,000 shares that are exercisable 50% after March 12, 2002 and 100% after March 12, 2003. We also agreed to pay Mr. Johnson’s reasonable relocation expenses.

Mr. Johnson’s employment agreement contains additional provisions which provide that, in the event we terminate Mr. Johnson’s employment other than for ‘‘serious cause’’ or his disability, death or retirement, or if Mr. Johnson terminates his employment for ‘‘good reason,’’ we would pay him an amount equal to his salary for one year and would provide his life, disability, accident, medical and hospitalization insurance benefits during a period of one year after termination. In addition, we would pay Mr. Johnson accrued vacation pay and all other amounts to which he is entitled under the agreement prior to termination.

On October 28, 2004, we entered into an amendment to our employment agreement with Mr. Johnson. The amendment alters and increases the amounts payable in the event Mr. Johnson’s employment is terminated after a change in control transaction and makes certain other changes. Specifically, upon termination within two years after a change of control transaction is presented to our board of directors (formerly within one year):

	•	Mr. Johnson's severance payment is increased from (i) 18 months base salary plus next year targeted bonus to (ii) 2.99 times his base amount (as that term is defined in Section 280G of the Internal Revenue Code).

	•	Life, long-term disability, and medical, dental and vision insurance coverage and automobile allowance to be provided for three years following termination (formerly to be provided for one year).

	•	Immediate vesting of all stock options and restricted stock.

The change of control provisions of Mr. Johnson’s agreement were amended to cap payments such that we will not have to pay excise tax under the provisions of Section 4999 of the Internal Revenue Code.

Severance Agreements.    We have entered into severance agreements with Messrs. Wisot, Albert, Jackson and Flynn. Pursuant to their respective severance agreements, if the officer lost his

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current position (except for termination for ‘‘cause’’ as defined in each severance agreement), or if during the term thereof should there be a material change in ownership, or the sale of a portion of the business, which results in his not having a position similar to his current position including similar pay and benefits then his base salary will continue to be paid until he either secures other full-time employment, or for one year, whichever occurs first.

Retirement Plan

Each of our named executive officers are covered by a non-contributory defined benefit cash balance plan. We credit an amount, quarterly, to a notional account for each participant under the plan equal to the sum of (i) each participant’s total compensation for the quarter (excluding bonus) multiplied by a percentage factor plus (ii) each participant’s total compensation for the quarter (excluding bonus) in excess of a fraction of the Social Security wage base multiplied by a percentage factor. The percentage factors are determined under the following table:

Years of Service				Credit Account with % of Pay				Plus % of Pay Above 1/12 of Social Security Taxable Wage Base
Less than 10 years				2.25%				2%
10 to 20 years				3.00%				2%
20 or more years				4.00%				2%

Each year of employment until each participant’s normal retirement date (age 65), the notional account balances will be credited quarterly with interest equal to the average of the one-year Treasury bill rate on the first day of October, November and December of the previous calendar year multiplied by his or her account balance at the beginning of the quarter. Upon retirement, the notional account balance will be paid in the form of a lump sum payment or converted to an annuity to provide monthly benefit payments. Upon normal retirement at age 65, Messrs. Johnson, Wisot, Albert, Jackson, and Flynn’s estimated annual pension benefits under the cash balance plan are $7,030, $6,838, $8,955, $12,751, and $7,450, respectively.

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Report on Executive Compensation

    

The Compensation Committee is comprised of four independent non-employee directors. As members of the Compensation Committee, it is our responsibility to administer Proliance’s executive compensation programs, monitor corporate performance and its relationship to compensation of executive officers, and make appropriate recommendations concerning matters of executive compensation.

Compensation Policies.    We have formulated a compensation philosophy that is designed to enable us to attract, retain and reward capable employees who can contribute to the success of Proliance, principally by setting overall compensation at the median of the marketplace through a combination of (1) base salaries, (2) annual incentive opportunities and (3) a significant long term incentive opportunity for senior management. We believe that implementation of a system of compensation that emphasizes performance-based compensation provides a strong alignment to stockholders’ interests. Five key principles serve as the guiding framework for compensation decisions for all employees of Proliance:

	•	To attract and retain the most highly qualified management and employee team.

	•	To pay competitively compared to similar automotive companies.

	•	To encourage superior employee performance by aligning rewards with stockholder interests, especially through the use of tangible performance targets.

	•	To motivate senior executives to achieve Proliance’s annual and long-term business goals by providing equity-based incentive opportunities.

	•	To strive for fairness in administration by emphasizing performance related contributions as the basis for pay decisions.

To implement these policies, we have designed the framework for a four-part executive compensation program consisting of base salary, annual incentives, long-term incentive opportunities for senior management, and other employment benefits.

Base Salary.    We will seek to maintain levels of compensation that are competitive with similar automotive companies. Base salary represents the fixed component of the executive compensation program. Proliance’s philosophy regarding base salaries is to maintain salaries for the aggregate officer group at or slightly above the competitive industry average. Periodic increases in base salary will relate to individual contributions evaluated against established objectives, length of service, and the industry’s annual competitive pay practice movement. We believe that base salary for 2005 for our chief executive officer and for the other executive officers was generally at the competitive industry average.

Annual Incentive Program.    We have designed an annual incentive program pursuant to which key Proliance employees will be eligible to receive performance bonuses in a range based upon a percentage of their annual base salary. Payment of the performance bonuses is based upon performance measures set by the Compensation Committee that incorporate overall corporate, strategic business unit and personal targets.

Long-Term Incentives.    We believe that the pay program should provide senior executives with an opportunity to increase their ownership and potentially gain financially from Proliance stock price increases. By this approach, the best interests of stockholders and senior executives will be closely aligned. Therefore, senior executives are eligible to receive restricted stock and are also eligible to receive stock options, giving them the right to purchase shares of common stock at a specified price in the future. These grants will vest based upon the passage of time, the achievement of performance metrics, or both. We believe that the use of restricted stock and stock options as the basis for long-term incentive compensation meets our defined compensation strategy and business needs by achieving increased value for stockholders and retaining key employees.

Other Benefits.    Our philosophy is to provide competitive health- and welfare-oriented benefits to executives and employees, but to maintain a conservative posture relative to executive benefits. Consistent with industry practices, we provide an automobile allowance to executive officers.

Compliance with Section 162(m) of the Internal Revenue Code.    Section 162(m) of the Internal

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Revenue Code generally disallows a tax deduction to a public corporation for compensation over $1 million paid to a corporation’s chief executive officer and four other most highly compensated executive officers. Qualifying performance-based compensation will not be subject to the cap if certain requirements are met. We intend to structure the compensation of our executive officers in a manner that should ensure that Proliance does not lose any tax deductions because of the $1 million compensation limit in the foreseeable future.

The salaries for our highest paid executives will be set, in part based on independent studies, at levels approximating the average for companies of comparable size in similar industries and are not expected to reach $1 million in the near future. We are a proponent of using more performance and equity-based compensation, which can often be designed to ensure that tax deductibility is not compromised.

Our Equity Incentive Plan incorporates maximum limitations on individual annual stock option and restricted stock grants so as to meet the requirements of Section 162(m). The Equity Incentive Plan also identifies performance measures to be used if we decide to use performance-based vesting restricted stock in the future to meet the requirements of Section 162(m).

2005 Compensation for the Chief Executive Officer.    In 2005, Charles E. Johnson was initially compensated at an annual base salary rate of $415,000. His base salary was increased to $440,000 in March 2005 as part of the company’s annual salary adjustment process. On December 15, 2005, the Compensation Committee determined to increase his base salary from $440,000 per year to $500,000 per year. This salary increase was implemented retroactive to the pay period beginning December 12, 2005. We based our decision in part on the increased responsibilities Mr. Johnson has undertaken since the company’s merger with the aftermarket business of Modine Manufacturing Company in July 2005. Mr. Johnson also received an annual performance bonus for 2005 in the amount of $231,000 based in part on his efforts with respect to the completion and integration of the Modine Aftermarket merger. He did not receive any stock options or other equity-linked compensation during 2005, as the Compensation Committee believed that prior grants made to Mr. Johnson were adequate to implement our compensation principles.

Summary.    The Compensation Committee believes that we have implemented a comprehensive compensation program for Proliance executives that is appropriate and competitive with the total compensation programs provided by other similar automotive companies with which we compete. We believe our compensation philosophy ties compensation to stockholder returns and thereby links compensation to the achievement of annual and longer-term operational results of Proliance on behalf of our stockholders. We look forward to providing the stockholders with an update in our next annual report to you.

Compensation Committee
of the Board of Directors

- Vincent L. Martin, Chairman
- William J. Abraham, Jr.
- Barry R. Banducci
- James R. Rulseh

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Report of the Audit Committee

    

The Audit Committee reviews Proliance’s financial reporting process on behalf of the board of directors. Management has the primary responsibility for the financial statements and the reporting process. Proliance’s independent accountants are responsible for expressing an opinion on the conformity of our audited financial statements to accounting principles generally accepted in the United States.

In this context, the Audit Committee has reviewed and discussed with management and the independent accountants the audited financial statements for the fiscal year ended December 31, 2005. The Audit Committee has discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). In addition, the Audit Committee has received from the independent accountants the written disclosures and letter required by Independence Standards Board No. 1 (Independence Discussions with Audit Committees) and discussed with them their independence from Proliance and its management. The Audit Committee has also considered whether the independent accountants' provision of non-audit services to Proliance is compatible with the accountants' independence.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the board of directors, and the board has approved, that the audited financial statements for the fiscal year ended December 31, 2005 be included for filing in Proliance’s annual report on SEC Form 10-K for the year ended December 31, 2005.

Audit Committee of the Board of Directors

- F. Alan Smith, Chairman
- Philip Wm. Colburn
- Bradley C. Richardson
- Michael T. Yonker

Audit Committee Pre-Approval Policy

Pursuant to its charter, the Audit Committee is responsible for selection, approving compensation and overseeing the independence, qualifications and performance of the independent accountants. The Audit Committee has adopted a pre-approval policy pursuant to which certain permissible audit and non-audit services may be provided by the independent accountants. Pre-approval is generally provided for up to one year, is detailed as to the particular service or category of services and may be subject to a specific budget. The Audit Committee may also pre-approve particular services on a case-by-case basis. In assessing requests for services by the independent accountants, the Audit Committee considers whether such services are consistent with the auditor's independence; whether the independent accountants are likely to provide the most effective and efficient service based upon their familiarity with the company; and whether the service could enhance our ability to manage or control risk or improve audit quality.

Notwithstanding the pre-approval policy, all of the audit-related, tax and other services provided by BDO Seidman, LLP in fiscal year 2005 and related fees were approved in advance by the Audit Committee.

    

Proposal 2:
Approval of Appointment of Proliance’s Independent Accountants

    

The Audit Committee of our board of directors has selected BDO Seidman, LLP as our independent registered public accounting firm for the year ending December 31, 2006, and has directed that the selection of independent accountants be submitted for ratification by stockholders at the annual meeting. BDO Seidman, LLP replaced PricewaterhouseCoopers LLP as our independent accountants in September 2004. A representative of BDO Seidman, LLP is expected to be present at the annual meeting and will have an opportunity to make a statement if he or she desires and will be available to respond to appropriate questions.

Stockholder ratification of the selection of BDO Seidman, LLP as our independent accountants is not required by our Bylaws or otherwise. However, the Audit Committee is submitting the selection of BDO Seidman, LLP to the

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stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection were ratified, the Audit Committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Proliance and its stockholders.

Replacement of Prior Independent Accountants.    On August 20, 2004, the Audit Committee dismissed PricewaterhouseCoopers LLP as our independent registered public accounting firm. PricewaterhouseCoopers LLP's reports on our financial statements for the fiscal years ended December 31, 2002 and 2003 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During our two fiscal years ended December 31, 2002 and 2003 and the interim period from January 1, 2004 through August 20, 2004, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to PricewaterhouseCoopers LLP's satisfaction, would have caused PricewaterhouseCoopers LLP to make reference thereto in its reports on the financial statements for such years.

During our two fiscal years ended December 31, 2002 and 2003 and the interim period from January 1, 2004 through August 20, 2004, there were no reportable events (as defined by Regulation S-K Item 304 (a)(1)(v)), except that in August 2004, PricewaterhouseCoopers LLP reported to and discussed with management and the Audit Committee a material weakness related to certain internal controls surrounding the proper reporting period in which to recognize revenue for sales with FOB destination shipping terms. As described in Part I, Item 4 of our Form 10-Q/A for the period ended March 31, 2004, subsequent to the quarter ended June 30, 2004, we implemented process and control improvements to ensure that revenue is recognized in the proper periods.

We provided PricewaterhouseCoopers LLP with a copy of the above statements and requested that PricewaterhouseCoopers LLP furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of such letter was filed as Exhibit 16.1 to our Current Report on Form 8-K filed on August 26, 2004.

Effective September 24, 2004, the Audit Committee selected and engaged BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2004 and BDO Seidman, LLP advised us of its acceptance of the engagement. During the two prior fiscal years and through September 24, 2004, neither we nor anyone on our behalf consulted with BDO Seidman, LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided by BDO Seidman, LLP that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304 (a)(1)(v) of Regulation S-K.

We authorized our former independent registered public accounting firm, PricewaterhouseCoopers LLP, to respond fully to inquiries by BDO Seidman, LLP in connection with the retention of such firm.

Audit Fees

Aggregate fees billed by BDO Seidman, LLP for professional services rendered for the audit of our annual consolidated financial statements included in the annual report on Form 10-K and the review of interim consolidated financial statements included in quarterly reports on Form 10-Q and the review and audit of the application of new accounting pronouncements and SEC releases were $667,000 and $390,000 for the years ended December 31, 2005 and 2004, respectively.

Audit-Related Fees

Aggregate fees billed by BDO Seidman, LLP for assurance and related services that are reasonably related to the performance of the audit or review

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of our financial statements and that are not disclosed under ‘‘Audit Fees’’ above were $353,000 and $18,500 for the years ended December 31, 2005 and 2004, respectively. These audit related services include primarily audit work in connection with acquisitions, employee benefit plan audits, and consultations concerning Section 404 of the Sarbanes-Oxley Act.

Tax Fees

Aggregate fees billed by BDO Seidman, LLP for professional services rendered to Proliance for tax compliance, tax advice and tax planning were $62,000 and $2,426 for the years ended December 31, 2005 and 2004, respectively. These tax related services include primarily tax compliance, tax planning and advice.

All Other Fees

Aggregate fees billed by BDO Seidman, LLP for all other products and services provided to Proliance were $0 and $0 for the years ended December 31, 2005 and 2004, respectively.

    

The board of directors recommends that stockholders vote FOR the appointment of
BDO Seidman, LLP as the company's independent accountants for 2006.

ADDITIONAL INFORMATION

    

Certain Transactions

On March 1, 2005 we sold our OEM business to Modine Manufacturing Company for $17 million in cash. On July 22, 2005, following receipt of approval of our stockholders, we completed a merger transaction pursuant to which Modine Aftermarket Holdings, Inc. (Modine Aftermarket) merged into Proliance. Modine Aftermarket was spun off from Modine immediately prior to the merger and held Modine's aftermarket business. In connection with the merger, we issued a total of 8,145,810 shares of our common stock to Modine shareholders, or 0.235681 shares for each outstanding Modine common share. Immediately after the effectiveness of the merger, prior Transpro, Inc. shareholders owned 48% of the combined company on a fully diluted basis, while Modine shareholders owned the remaining 52%. As a result of the merger, we are focused solely on supplying heating and cooling components and systems to the automotive and heavy duty aftermarkets in North and Central America and Europe.

In connection with the foregoing transactions, Modine and Proliance entered into a number of agreements for the conduct of the parties after the closings, including: (i) an Aftermarket License Agreement pursuant to which Modine licensed certain intellectual property used in the aftermarket business to Proliance on a royalty-free basis; (ii) an OEM License Agreement pursuant to which Proliance licensed certain intellectual property of benefit to Modine to Modine on a royalty-free basis; (iii) an Aftermarket Supply Agreement pursuant to which Modine would sell product formerly sold on an intercompany basis to the aftermarket business to Proliance at agreed upon prices that reflected Modine’s intercompany transactions prior to the merger; (iv) an OEM Supply Agreement pursuant to which Proliance would sell product formerly sold on an intercompany basis to Modine Jackson, Inc. (formerly our subsidiary G&O Manufacturing) to Modine at agreed upon prices that reflected Proliance’s intercompany transactions prior to the stock purchase; (v) an Aftermarket Transition Services Agreement pursuant to which Modine provided certain services to Proliance; (vi) an OEM Transition Services Agreement pursuant to which Proliance provided certain transition services to Modine Jackson, Inc.; and (vii) a Tax Indemnification Agreement pursuant to which the parties determined liability for taxes pre- and post-closing and the indemnification of a party with regard to the division of tax liability. The foregoing agreements did not result in aggregate payments exceeding 5% of the revenues of Proliance or Modine during 2005 and are not expected to exceed these thresholds in 2006.

Bradley C. Richardson and James R. Rulseh, two of our directors, are also executive officers of Modine, however, neither Mr. Richardson nor Mr. Rulseh were on our board of directors at the time the sale of the OEM business was negotiated or consummated and they joined our board of directors only upon consummation of the Modine Aftermarket merger.

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We have from time to time retained the law firm of Foley & Lardner to perform legal services on our behalf. Payments made by us to Foley & Lardner in 2005 were approximately $66,337. William J. Abraham, Jr., one of our directors, is a partner at Foley & Lardner.

    

Solicitation of Proxies

    

In addition to the use of the mails, proxies may be solicited by the directors, officers, and employees of the company without additional compensation in person, or by telephone, facsimile, email or otherwise. Arrangements may also be made with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to the beneficial owners of Proliance common stock held of record, and we will reimburse these brokers, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred. The cost of solicitation will be borne entirely by Proliance. In addition, we have retained Morrow & Co. to act as solicitors with respect to the annual meeting for a fee of $7,500 plus out-of-pocket expenses.

    

Other Matters

    

Management knows of no other matters which may be presented for consideration at the meeting. However, if any other matters properly come before the meeting, it is the intention of the individuals named in the enclosed proxy to vote in accordance with their judgment.

    

    

By order of the board of directors.

Richard A. Wisot
Secretary

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Attachment A

[Form of proxy card]

PROLIANCE INTERNATIONAL, INC.

This proxy is solicited by the Board of Directors for
the Annual Meeting of Stockholders to be held on May 4, 2006

The undersigned hereby appoints Paul R. Lederer and Charles E. Johnson, and each of them, as the true and lawful attorneys, agents and proxies of the undersigned, each with full power of substitution, to represent and vote all shares of common stock of Proliance International, Inc. held of record by the undersigned on March 10, 2006 at the Annual Meeting of Stockholders to be held at 11:00 a.m. on Thursday, May 4, 2006 at The Yale Club of New York City, 50 Vanderbilt Avenue, New York, New York and at any adjournment thereof, as specified on the reverse side of this proxy card and in their discretion upon such other matters as may properly come before such Annual Meeting and at any adjournment thereof. Any and all proxies heretofore given are hereby revoked.

This proxy, when properly executed, will be voted as designated by the undersigned. If no choice is specified, the proxy will be voted for Proposals (1) and (2) and in the discretion of the proxies upon such other matters as may properly come before the Annual Meeting.

If the undersigned is a participant in the Proliance International, Inc. 401(k) Savings Plan, then the undersigned directs the trustee of the 401(k) plan to appoint the above-named individuals as proxies to vote and act with respect to all common shares held by the undersigned in his or her 401(k) plan account in the manner specified on the reverse of this card and in their discretion upon such other matters as may properly come before the meeting or any adjournment thereof. If you are such a participant and your voting instructions are not received by 11:59 p.m., Eastern Time, on Tuesday, May 2, 2006, the trustee of the 401(k) plan will vote those shares as directed by the Proliance Pension and Benefits Committee.

Please consider the issues discussed in the proxy statement and cast your vote by marking the boxes on the REVERSE SIDE. You need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. It is important that your shares are represented at this meeting, whether or not you attend the meeting in person. Therefore, please complete the reverse side and mail it or use the Internet or toll-free telephone voting system explained on the reverse side.

(Continued and to be dated and signed on the reverse side)

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ANNUAL MEETING OF STOCKHOLDERS OF

PROLIANCE INTERNATIONAL, INC.

May 4, 2006

Your vote is important. Please vote immediately.

PROXY VOTING INSTRUCTIONS

MAIL- Date, sign and mail your proxy card in the envelope provided as soon as possible.                             -or- TELEPHONE- Call toll-free 1-800-PROXIES   (1-800-776-9437) from any touch-tone telephone   and follow the instructions. Have your proxy card   available when you call.                             -or- INTERNET- Access ‘‘www.voteproxy.com’’ and follow the on-screen instructions. Have your proxy card available when you access the web page.

COMPANY NUMBER

ACCOUNT NUMBER

You may enter your voting instructions at 1-800 PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.

↓  Please detach along the perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.  ↓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (1) AND (2). PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

1.  Election of Directors          FOR ALL NOMINEES          WITHHOLD AUTHORITY           FOR ALL NOMINEES          FOR ALL EXCEPT           (See instructions below)				NOMINEES: O    Paul R. Lederer O    William J. Abraham, Jr. O    Bradley C. Richardson				2.  Appointment of BDO Seidman, LLP as Proliance's      independent registered public accounting firm:               FOR               AGAINST           ABSTAIN      The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and the proxy statement furnished therewith.
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here:

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Stockholder ____________________ Date: __________ Signature of Stockholder ____________________  Date: __________

NOTE:

Please sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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