8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported): MAY 4, 2006

                          PROLIANCE INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                    1-13894                  34-1807383
(State or other jurisdiction       (Commission             (I.R.S. Employer
     of incorporation)             File Number)           Identification No.)

                  100 GANDO DRIVE, NEW HAVEN, CONNECTICUT 06513
          (Address of principal executive offices, including zip code)

                                 (203) 401-6450
              (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 4, 2006, in response to the new tax laws regarding deferred compensation
set forth in Internal Revenue Code Section 409A ("Section 409A"), the
Compensation Committee of the Board of Directors of Proliance International,
Inc. (the "Company") approved, and the independent members of the Board of
Directors of the Company ratified, the following matters relating to the
compensation of the Company's executive officers:

(i) An amendment (the "Amendment") to the Employment Agreement between the
Company and Charles E. Johnson, its President and Chief Executive Officer, dated
as of January 1, 2005, pursuant to which (A) a deferred compensation arrangement
regarding certain potential annual bonus payments in excess of 75% of base
salary was deleted, and (B) Mr. Johnson's existing contractual supplemental
retirement benefits and certain severance benefits were removed from the
employment agreement and moved into a separate Supplemental Executive Retirement
Plan (the "SERP"). These changes were designed to comply with Section 409A and
did not expand the level or types of benefits payable to Mr. Johnson. The
foregoing description of the Amendment and the SERP do not purport to be
complete and are qualified in their entirety by reference to such agreements,
copies of which are filed as Exhibits 10.1 and 10.2, respectively, hereto and
incorporated herein by reference.

(ii) The existing severance agreements entered into by the Company with its
executive officers other than Mr. Johnson (consisting of David Albert, Richard
Wisot, Jeffrey Jackson and Kenneth Flynn) (the "Prior Severance Agreements")
were terminated by mutual consent and replaced with an Executive Severance Plan
(the "Severance Plan") designed to comply with Section 409A. Both the Prior
Severance Agreements and the Severance Plan provide for severance payments for a
period of one year following termination or until the officer finds new
employment, whichever comes first. The Severance Plan differs from the Prior
Severance Agreements in that Mr. Albert's severance period is two years rather
than one year, and severance payments to each of the executive officers may be
delayed for six months following termination of employment in accordance with
Section 409A. The foregoing description of the Severance Plan does not purport
to be complete and is qualified in its entirety by reference to such Severance
Plan, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by
reference.

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

As described in Item 1.01 above, the Company and David Albert, Richard Wisot,
Jeffrey Jackson and Kenneth Flynn, voluntarily terminated separate Prior
Severance Agreements each had entered into with the Company in connection with
the implementation of the Severance Plan described above.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.1   Amendment No. 2 to Employment Agreement between Proliance International,
Inc. and Charles E. Johnson

10.2   Proliance International, Inc. Supplemental Executive Retirement Plan

10.3   Proliance International, Inc. Executive Severance Plan

                                       2



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       PROLIANCE INTERNATIONAL, INC.


Date:  May 9, 2006                     By: /s/ Richard A. Wisot
                                           -------------------------------------
                                           Richard A. Wisot
                                           Vice President, Treasurer, Secretary,
                                           and Chief Financial Officer





                                       3

EX-10.1

                                 AMENDMENT NO. 2
                                       TO
                              EMPLOYMENT AGREEMENT
                              --------------------

     This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT executed this 4th day of May,
2006 by and between Proliance International, Inc. (formerly known as Transpro,
Inc.), a Delaware corporation (the "Company") and Charles E. Johnson (the
"Employee").

                              W I T N E S S E T H:

     WHEREAS, the Company and the Employee are parties to an Employment
Agreement dated as of March 12, 2001, and amended as of October 28, 2004
(collectively, the "Agreement") under which the Company retained the Employee to
serve as President and Chief Executive Officer of the Company; and

     WHEREAS, in light of changes to the law, including the enactment of
Internal Revenue Code ss.409A, the Company and the Employee wish to further
amend the Agreement to revise certain provisions relating to deferred
compensation.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and the Employee hereby agree as follows:

     1. Section 5 of the Agreement is hereby amended by deleting the second
paragraph thereof and substituting the following in its place:

          "Any bonus payable hereunder shall be paid as soon as administratively
     feasible, but in no event later than the 15th day of the third month
     following the close of the Company's fiscal year in which the bonus was
     actually awarded by the Board of Directors or any committee of the Board of
     Directors."

     2. Section 7(c) of the Agreement is hereby deleted in its entirety and
shall now read as follows:

          "(c) Supplemental Retirement Benefit. The Employee (or his
     beneficiary) shall be eligible for supplemental non-qualified retirement
     benefits in accordance with the terms of the Proliance International, Inc.
     Supplemental Executive Retirement Plan."

     3. Section 11(e) of the Agreement, as amended, is hereby deleted in its
entirety and shall now read as follows:

          "(e) Effect of Termination Without Serious Cause or With Good Reason.
     If (i) the Company terminates the Term of Employment and the Employee's
     employment herein without Serious Cause, or (ii) the Employee terminates
     the Term of Employment



     and his employment hereunder for Good Reason, the Employee will be eligible
     for severance benefits in accordance with the terms of the Proliance
     International, Inc. Supplemental Executive Retirement Plan. In addition,
     the Employee will be entitled to prompt payment of (A) any accrued but
     unpaid salary and vacation, (B) any earned but unpaid bonus from a prior
     fiscal year (subject, if applicable, to the terms of any deferred
     compensation arrangements), (C) the Company's medical, dental and vision
     plans (with standard employee payment), life insurance in the amount of two
     (2) times the Employee's annual base salary and long term disability
     insurance for the period of one (1) year, and (D) reimbursement of business
     expenses incurred prior to the date of termination."

     4. Section 12(a) of the Agreement, as amended, is hereby deleted in its
entirety and shall now read as follows:

          "(a) Effect of Termination. If (i) the employment of the Employee is
     terminated by the Company (or successor thereto) without Serious Cause or
     (ii) the Employee terminates employment with the Company (or successor
     thereto) for Good Reason, within the period commencing on the date that a
     Change of Control is formally proposed to the Company's Board of Directors
     and ending on the second anniversary of the date on which such Change of
     Control occurs, then the Employee will be entitled to receive (in lieu of
     the benefits described in Section 11): (1) any accrued but unpaid salary
     and vacation, (2) severance benefits in accordance with the terms of the
     Proliance International, Inc. Supplemental Executive Retirement Plan, (3)
     any earned but unpaid bonus from a prior fiscal year (subject, if
     applicable, to the terms of any deferred compensation arrangements), (4)
     the Company's medical, dental and vision plans (with standard employee
     payment) for a period of three (3) years, (5) continuation of the
     Employee's Company-paid life insurance policies and long term disability
     insurance for the period of three (3) years, (6) reimbursement of business
     expenses incurred prior to the date of termination and (7) immediate
     vesting in, and the right to exercise, each outstanding stock option or
     restricted stock grant held by the Employee on the date of termination of
     the Employee's employment.

          If any portion of the payments which the Employee has the right to
     receive from the Company, or any affiliated entity or successor, hereunder
     would constitute "excess parachute payments" (as defined in Section 280G of
     the Internal Revenue Code) subject to the excise tax imposed by Section
     4999 of the Internal Revenue Code, such excess parachute payments shall be
     reduced to the largest amount that will result in no portion of such excess
     parachute payments being subject to the excise tax imposed by Section 4999
     of the Internal Revenue Code.

          The Employee will not be entitled to any benefits or other
     entitlements under this section unless a Change of Control actually
     occurs."

     5. The foregoing amendments shall be deemed to be effective as of January
1, 2005. Except as expressly amended hereby, the Agreement remains unchanged and
in full force and effect.

                                      -2-


     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2
on the year and date first above written.


                                               PROLIANCE INTERNATIONAL, INC.


                                               By: /s/ Paul R. Lederer
                                                   -----------------------------
                                               Name: Paul R. Lederer
                                               Title: Chairman of the Board



                                               /s/ Charles E. Johnson
                                               ---------------------------------
                                               Charles E. Johnson






                                      -3-

EX-10.2

                          PROLIANCE INTERNATIONAL, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                            EFFECTIVE JANUARY 1, 2005






                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Section 1.  Name, Effective Date and Purpose...................................1

Section 2.  Definitions........................................................1

Section 3.  Administration.....................................................2

Section 4.  Benefits...........................................................3

Section 5.  Distributions......................................................4

Section 6.  Beneficiary Designation............................................6

Section 7.  Claims Procedures..................................................7

Section 8.  General Provisions.................................................8

Section 9.  Taxes and Income Tax Withholding...................................8

Section 10.  Amendment, Suspension or Termination..............................8




                          PROLIANCE INTERNATIONAL, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


SECTION 1. NAME, EFFECTIVE DATE AND PURPOSE
- -------------------------------------------

     1.1 Proliance International, Inc. hereby amends and restates its
Supplemental Executive Retirement Plan (the "Plan") as of January 1, 2005.

     1.2 The purpose of the Plan is to provide supplemental retirement benefits
for key executives of Proliance International, Inc. or its affiliates (the
"Company"), as selected by the Board of Directors, in its sole discretion.

     1.3 The Plan is intended to be an unfunded, non-qualified deferred
compensation plan for a select group of management and highly compensated
employees, as described in ss.201(2) and ss.301(a)(3) of the Employee Retirement
Income Security Act ("ERISA") and ss.409A(a)(2), (3) and (4) of the Internal
Revenue Code, and the provisions of the Plan shall be interpreted accordingly.

     1.4 The vested accrued benefits of any Participant who had a Separation
from Service with the Company prior to January 1, 2005 shall be subject to the
terms of the Plan as in effect as of the Participant's Separation from Service
date and shall not be subject to the terms of this Plan document. The benefits
of any Participant who is actively employed by the Company as of January 1, 2005
shall be governed by the terms of this Plan document.

SECTION 2. DEFINITIONS
- ----------------------

     2.1 "Actuarial Equivalent" or "Actuarially Equivalent" shall have the same
meaning as under the Proliance International, Inc. Pension Plan.

     2.2 "Administrative Committee" shall mean the Compensation Committee of the
Board of Directors (or if such Committee is not then constituted, the Board of
Directors), which shall administer the Plan as provided in Section 3, below. Any
notices, elections or other writings should be sent to the Administrative
Committee, Proliance International, Inc. Supplemental Executive Retirement Plan,
100 Gando Drive, New Haven, CT 06513.

     2.3 "Board of Directors" shall mean the Board of Directors of Proliance
International, Inc. or its delegate.

     2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.




     2.5 "Company" shall mean Proliance International, Inc. and its successors,
and any other affiliated company as shall be designated by the Board of
Directors as eligible to have one or more of its senior executives participate
in the Plan.

     2.6 "Distribution Election" shall mean a written election by a Participant
which specifies the time and form such benefits will be distributed, and which
satisfies the requirements Section 5, below.

     2.7 "Effective Date" shall mean January 1, 2005.

     2.8 "Participant" shall mean an individual employed by the Company who is a
high level management employee and who has been selected for participation in
this Plan by the Administrative Committee.

     2.9 "Pension Plan" shall mean the Proliance International, Inc. Pension
Plan.

     2.10 "Plan" shall mean Proliance International, Inc. Supplemental Executive
Retirement Plan.

     2.11 "Plan Administrator" shall mean the Administrative Committee.

     2.12 "Plan Year" shall mean each calendar year.

     2.13 "Separation from Service" means a termination of employment with the
Company, as defined for purposes of Code ss.409A.

     2.14 "Specified Employee" means a Specified Employee as defined for
purposes of Code ss.409A(2)(B)(i), which is, generally, the same as a Key
Employee under Proliance International, Inc. Pension Plan, provided the Company
has stock which is then publicly traded on an established securities market or
otherwise.

     2.15 "Spouse" shall mean the husband or wife of a Participant.

SECTION 3.  ADMINISTRATION
- --------------------------

     3.1 The Plan shall be administered by the Administrative Committee. The
Administrative Committee shall have full discretionary authority and power to
construe and interpret the terms of the Plan, establish and amend administrative
procedures to further the purposes of the Plan, and take any other actions
necessary to administer the Plan. The Administrative Committee's decisions,
actions, and interpretations regarding the Plan shall be final and binding upon
all Participants.

     3.2 The Administrative Committee shall act by vote or written consent of a
majority of its members. Members of the Administrative Committee who are
Participants may vote on or participate in any matter affecting the
administration of the Plan, provided,


                                       2


however, that no member of the Administrative Committee may vote on or
participate in any matter directly relating to his or her own benefits.

     3.3 The Administrative Committee (or its delegate) shall (a) calculate
benefits and maintain records of benefit payments; (b) prepare communications to
Participants; (c) prepare reports and data required by the Company concerning
the Plan; and (d) take any other actions as are otherwise necessary or
appropriate for effective implementation and administration of the Plan. The
Administrative Committee shall be the Plan Administrator for purposes of ERISA.

SECTION 4.  BENEFITS
- --------------------

     4.1 Retirement Benefits. A Participant shall become entitled to Retirement
Benefits hereunder upon the Participant's Separation from Service, provided that
the Participant has qualified for retirement benefits under the Proliance
International, Inc. Pension Plan (the "Pension Plan"). A Participant's
"Retirement Benefits" under this Plan shall be Actuarially Equivalent to the
difference between the Participant's Accrued Benefit under the Pension Plan
calculated disregarding the limitations of Code ss. 401(a)(17) and Code ss.415
and the Participant's Accrued Benefit under the Pension Plan calculated taking
into account the limitations of Code ss.401(a)(17) and Code ss.415, determined
as of the Participant's Separation from Service date.

     4.2 Death Benefits. In lieu of Retirement Benefits under Section 4.1,
above, "Death Benefits" are payable hereunder in the event of a Participant's
death while actively employed by the Company. With respect to an unmarried
Participant, the Death Benefit under this Plan shall be Actuarially Equivalent
to the difference between the Participant's Accrued Benefit under the Pension
Plan calculated disregarding the limitations of Code ss. 401(a)(17) and Code
ss.415 and the Participant's Accrued Benefit under the Pension Plan calculated
taking into account the limitations of Code ss.401(a)(17) and Code ss.415,
determined as of the Participant's date of death. With respect to a married
Participant who dies while actively employed by the Company, the Death Benefit
under this Plan shall equal the greater of (a) the Actuarial Equivalent of the
difference between the Participant's Accrued Benefit under the Pension Plan
calculated disregarding the limitations of Code ss.401(a)(17) and Code ss.415
and the Participant's Accrued Benefit under the Pension Plan calculated taking
into account the limitations of Code ss.401(a)(17) and Code ss.415, determined
as of the Participant's date of death; or (b) the Actuarial Equivalent of the
difference between the Qualified Preretirement Survivor Annuity based on the
Participant's Accrued Benefit under the Pension Plan calculated disregarding the
limitations of Code ss.401(a)(17) and Code ss.415 and the Qualified
Preretirement Survivor Annuity based the Participant's Accrued Benefit under the
Pension Plan calculated taking into account the limitations of Code
ss.401(a)(17) and Code ss.415, determined as of the Participant's date of death.
The term "Qualified Preretirement Survivor Annuity" shall have the same meaning
for purposes of this plan as for purposes of the Pension Plan.

                                       3


     4.3 Severance Benefits. If so provided in the Participant's employment
contract with the Company, a Participant shall become entitled to "Severance
Benefits" hereunder upon the Participant's Separation from Service if the
Participant terminates employment for "Good Reason," as defined in the
Participant's employment contract, or the Participant's employment is terminated
by the Company without "Serious Cause," as defined in the Participant's
employment contract. Except in the event of a Separation from Service within a
Change in Control Period (as defined below), Severance Benefits shall consist of
payment of the Participant's annual base salary plus the Participant's allowance
for a leased automobile, both determined as of the date of the Separation from
Service, over a twelve month period (except as provided in Section 5.5, below).
In the event of a Separation from Service within a Change in Control Period (as
defined below), Severance Benefits shall consist of 2.99 times the Participant's
"base amount" as defined for purposes of Code ss.280G payable over a thirty-six
month period (except as provided in Section 5.5, below). Notwithstanding the
foregoing, if any portion of these benefits would constitute "excess parachute
payments (as defined for purposes of Code ss.280G) such excess parachute
payments shall be reduced to the largest amount that will result in no portion
of such excess parachute payments being subject to the excise tax imposed by
Code ss.4999.

     For purposes of this Section 4.3, a Change of Control Period shall mean the
period commencing on the date that a Change of Control is formally proposed to
the Company's Board of Directors and ending on the second anniversary of the
date on which such Change of Control occurs; and Change in Control means a
Change in Control as defined for purposes of the Participant's employment
contract.

     Severance Benefits may become payable hereunder in addition to Retirement
Benefits.

     4.4 Notwithstanding anything to the contrary set forth herein, any and all
amounts payable hereunder shall remain general assets of the Company until
actually paid distributed to a Participant.

SECTION 5.  DISTRIBUTIONS
- -------------------------

     5.1 Each Participant must file a Distribution Election concerning
Retirement Benefits with the Administrative Committee. All Elections shall be
made on such forms (paper or electronic) as shall be provided by the
Administrative Committee. Generally, Distributions Elections must be filed by a
Participant within 30 days of being notified by the Administrative Committee of
eligibility for benefits under this Plan, provided, however, that between
January 1, 2005 and December 31, 2006, a Participant may make a Distribution
Election up until December 31, 2006 (or such other time as may be permitted
under the IRS transition relief relating to Code ss.409A), provided that on or
after January 1, 2006, a Participant may not change an Election with respect to
amounts that would have otherwise been distributed in 2006 or file an Election
to cause amounts to be distributed in 2006 that would not otherwise have been
distributed in 2006.


                                       4


     5.2 Each Distribution Election shall include an election as to the time and
form of distribution of Retirement Benefits from among the following options:

          (a) a single lump sum calculated as though benefits commence as of the
     first of the month after the Participant's Separation from Service, but
     payable as of the first of the month on or after the completion of six
     months after the Participant's Separation from Service; or

          (b) a single life annuity for the life of the Participant calculated
     as though benefits commence as of the first of the month after the
     Participant's Separation from Service, provided that payments shall be
     withheld until the first of the month on or after the completion of six
     months after the Participant's Separation from Service, at which time an
     initial payment shall be made equal to the sum of the withheld monthly
     installments.

          (c) a single life annuity for the life of the Participant calculated
     as though benefits commence as of the first of the month after the
     Participant's Separation from Service with a guarantee of not less than 120
     monthly installments, provided that payments shall be withheld until the
     first of the month on or after the completion of six months after the
     Participant's Separation from Service, at which time an initial payment
     shall be made equal to the sum of the withheld monthly installments.

          (d) a joint and 50% survivor annuity for the life of the Participant
     and a joint annuitant calculated as though benefits commence as of the
     first of the month after the Participant's Separation from Service,
     provided that payments shall be withheld until the first of the month on or
     after the completion of six months after the Participant's Separation from
     Service, at which time an initial payment shall be made equal to the sum of
     the withheld monthly installments, and further provided that the annuity
     benefits shall be calculated making such adjustments as would be necessary
     to satisfy the minimum distribution incidental benefit requirements of Code
     401(a)(9), and further provided that if the joint annuitant designated by
     the Participant is not living on the Participant's Separation from Service
     date, benefits shall be paid in the form of a single life annuity, as
     provided in (b), above.

          (e) an annuity as in (d), above, except that the benefit will be
     calculated as a joint and 100% survivor annuity.

     5.3 A Participant may change an election as to the form or timing of
payment of Retirement Benefits by filing a subsequent written election,
provided, however, that

          (a) such subsequent election is approved by the Committee, in its
     discretion and is consistent with one of the forms of benefit permitted
     under Section 5.2, above;

          (b) such subsequent election does not take effect until at least 12
     months after the date on which the subsequent election is made;

                                       5


          (c) with respect to an election relating to a distribution on account
     of a Separation from Service (or any other permitted distribution event
     under Code ss.409A, other than disability, death or unforeseeable
     emergency), payment is deferred for a period of not less than 5 years from
     the date payment would otherwise have been made or commenced; and

          (d) with respect to any election relating to a distribution to be made
     (or commence) as of a specified date or pursuant to a fixed schedule (if
     permitted by the Plan), the subsequent election is made not less than 12
     months prior to the date of the first scheduled payment.

Furthermore, no change of election shall permit the acceleration of the time or
schedule of any payment under the Plan, except as may be provided by regulation
or other guidance issued pursuant to Code ss.409A(a)(3). This paragraph is
intended to be (and shall be interpreted to be) consistent with Code
ss.409A(a)(3), Code ss.409A(a)(4)(C) and related guidance.

     5.4 Death Benefits, if any, shall be paid in the form of a single lump sum
as soon as administratively feasible after the Participant's death. In the event
of a Participant's death after the Participant has qualified for Retirement
Benefits, (i) if the Participant elected a lump sum form of benefit which has
not been paid by the time of the Participant's death, such benefit shall be paid
to the Participant's Beneficiary; (ii) if the Participant elected a single life
annuity with a guaranteed number of payments and not all of the guaranteed
payments have been made, the remaining guaranteed payments shall be paid to the
Participant's Beneficiary; and (iii) if the Participant elected a joint and
survivor annuity and is survived by the joint annuitant, benefits shall continue
to the joint annuitant for the joint annuitant's life.

     5.5 Severance Benefits shall be paid in the form of equal monthly
installments commencing as of the first of the month after the Participant's
Separation from Service, provided that payments shall be withheld until the
first of the month on or after the completion of six months after the
Participant's Separation from Service, at which time an initial payment shall be
made equal to the sum of the withheld monthly installments.

     5.6 At any time that the Company is publicly traded on an established
securities market (as defined for purposes of Code ss.409A) and a distribution
is to be made to a Specified Employee (as defined for purposes of Code
ss.409A(a)(2)(B)(i)) on account of a Separation from Service, no distribution
shall be made before the date which is 6 months after the date of the Specified
Employee's Separation from Service.

SECTION 6.  BENEFICIARY DESIGNATION
- -----------------------------------

     6.1 Each Participant shall file with the Committee a written designation of
a Beneficiary to receive any benefit payable to a Beneficiary under this Plan on
or after the

                                       6


Participant's death. The designation shall be made in such form as may be
prescribed by the Committee. A Participant may, from time to time, amend or
revoke his or her designation of Beneficiary.

     6.2 If a Participant fails to designate a Beneficiary, if neither the
primary designated Beneficiary nor any contingent Beneficiary survives the
Participant or if a Participant's designation of Beneficiary fails for any other
reason, then any benefit otherwise payable to the Participant's Beneficiary will
be distributed to the Participant's estate.

SECTION 7.  CLAIMS PROCEDURES
- -----------------------------

     7.1 Any person or entity (hereinafter referred to as "Claimant") claiming a
benefit, requesting an interpretation or ruling under the Plan, or requesting
information under the Plan shall present the request in writing to the
Administrative Committee, which shall respond in writing as soon as practical,
but in no event later than ninety (90) days after receiving the initial claim.

     7.2 If the claim or request is denied, the written notice of denial shall
state:

          (i) the reasons for denial, with specific reference to the Plan
     provisions on which the denial is based;

          (ii) a description of any additional material or information required
     and an explanation of why it is necessary, in which event the time period
     indicated in Section 7.1, above, shall be one hundred and eighty (180) days
     from the date of the initial claim; and

          (iii) an explanation of the Plan's claim review procedure.

     7.3 Any Claimant whose claim or request is denied or who has not received a
response within sixty (60) days may request a review by notice given in writing
to the Administrative Committee. Such request must be made within sixty (60)
days after receipt by the Claimant of the written notice of denial, or in the
event Claimant has not received a response sixty (60) days after receipt by the
Administrative Committee of Claimant's claim or request. The claim or request
shall be reviewed by the Administrative Committee which may, but shall not be
required to, grant the Claimant a hearing. On review, the Claimant may have
representation, examine pertinent documents, and submit issues and comments in
writing.

     7.4 The decision on review shall normally be made within sixty (60) days
after the Administrative Committee's receipt of a Claimant's claim or request.
If an extension of time is required for a hearing or other special
circumstances, the Claimant shall be notified and the time limit shall be one
hundred twenty (120) days. The decision shall be in writing and shall state
reasons supporting the decision and the relevant Plan provisions. All decisions
on review shall be final and bind all parties concerned.

                                       7


SECTION 8.  GENERAL PROVISIONS
- ------------------------------

     8.1 The rights of a Participant to the payment of deferred compensation as
provided in the Plan shall not be assigned, pledged, or encumbered or be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution or levy of any kind, whether
voluntary or involuntary, including, but not limited to, any liability which is
for alimony or other payments for the support of a spouse or former spouse, or
for any other relative of any Participant. Any such attempted assignment or
transfer shall be void.

     8.2 The Plan is intended to constitute an unfunded deferred compensation
arrangement for a select group of management and highly compensated employees.
Nothing contained in the Plan, and no action taken pursuant to the Plan, shall
create or be construed to create a trust of any kind. The Company's obligations
hereunder shall be an unfunded and unsecured promise to pay money in the future
for tax purposes and for purposes of Title I of ERISA. A Participant's right to
receive benefits hereunder shall be no greater than the right of an unsecured
general creditor of the Company. Benefits shall be paid from the general funds
of the Company, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such benefits.
Notwithstanding the foregoing, the Company may, in its discretion and in
conjunction with maintaining this Plan, establish a so-called "rabbi trust." Any
such trust created by the Company, and any assets held thereunder to assist the
Company in meeting its obligations under this Plan, may be based on the Revenue
Procedure 92-64 model trust (or subsequent guidance issued by the IRS).

     8.3 Nothing contained in the Plan shall give any Participant the right to
continue in the employment of the Company or affect the right of the Company to
discharge a Participant.

     8.4 The Plan shall be construed and governed in accordance with the laws of
the State of Connecticut, to the extent not preempted by Federal law.

SECTION 9.  TAXES AND INCOME TAX WITHHOLDING
- --------------------------------------------

     9.1 The Company shall deduct from all amounts paid under this Plan any
taxes required to be withheld by the Company under any federal, state, or local
government tax statutes. The Participants will be responsible for all federal,
foreign, state and local income taxes and any other taxes imposed on amounts
paid under this Plan.

SECTION 10.  AMENDMENT, SUSPENSION OR TERMINATION
- -------------------------------------------------

     10.1 The Company, by action of its Board of Directors (or its delegate),
may amend or terminate the Plan at any time and for any reason, provided,
however, that no

                                       8


amendment or termination of the Plan shall adversely affect the vested benefits
payable hereunder to any Participant for service rendered prior to the effective
date of such amendment or termination.

                            [signature page follows]







                                       9


     IN WITNESS WHEREOF, the undersigned, on behalf of the Company, has set his
or her hand this 4th day of May, 2006.


                                            PROLIANCE INTERNATIONAL, INC.


                                            By: /s/ Paul R. Lederer
                                                --------------------------------
                                                Its Chairman of the Board
                                                Duly Authorized





                                       10

EX-10.3

                          PROLIANCE INTERNATIONAL, INC.

                            EXECUTIVE SEVERANCE PLAN
                            EFFECTIVE JANUARY 1, 2005




                                TABLE OF CONTENTS

                                                                            Page

Section 1.  Name, Effective Date and Purpose...................................1

Section 2.  Definitions........................................................1

Section 3.  Administration.....................................................3

Section 4.  Benefits...........................................................3

Section 5.  Claims Procedures..................................................4

Section 6.  General Provisions.................................................5

Section 7.  Taxes and Income Tax Withholding...................................6

Section 8.  Amendment, Suspension or Termination...............................6




                          PROLIANCE INTERNATIONAL, INC.
                            EXECUTIVE SEVERANCE PLAN


SECTION 1.  NAME, EFFECTIVE DATE AND PURPOSE
- --------------------------------------------

     1.1 Proliance International, Inc. hereby establishes an Executive Severance
Plan (the "Plan") as of January 1, 2005.

     1.2 The purpose of the Plan is to provide supplemental compensation for key
employees and managers of Proliance International, Inc. or its affiliates (the
"Company"), as selected by the Board of Directors, in its sole discretion, whose
employment is terminated under certain circumstances.

     1.3 The Plan is intended to be an unfunded, non-qualified deferred
compensation plan for a select group of management and highly compensated
employees, as described in ss.201(2) and ss.301(a)(3) of the Employee Retirement
Income Security Act ("ERISA") and ss.409A(a)(2), (3) and (4) of the Internal
Revenue Code, and the provisions of the Plan shall be interpreted accordingly.

SECTION 2.  DEFINITIONS
- -----------------------

     2.1 "Administrative Committee" shall mean the Compensation Committee of the
Board of Directors (or if such Committee is not then constituted, the Board of
Directors), which shall administer the Plan as provided in Section 3, below. Any
notices, elections or other writings should be sent to the Administrative
Committee, Proliance International, Inc. Executive Severance Plan, 100 Gando
Drive, New Haven, CT 06513.

     2.2 "Board of Directors" shall mean the Board of Directors of Proliance
International, Inc. or its delegate.

     2.3 "Change of Control" of the Company will be deemed to have occurred if
(i) any "person" (as such term is defined in Section 3(a)(9) and as used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), excluding the Company or any of its subsidiaries, a trustee or any
fiduciary holding securities under an employee benefit plan of the Company or
any of its subsidiaries, an underwriter temporarily holding securities pursuant
to an offering of such securities or a corporation owned, directly or
indirectly, by shareholders of the Company in substantially the same proportion
as their ownership of the Company, becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing an increase from less than Twenty Percent (20%) to Fifty
Percent (50%) or more of the combined voting power of the Company's then
outstanding securities ("Voting Securities"); (ii) during any period of not more
than two (2) years, individuals who constitute the Board of Directors of the
Company as of the beginning of the period and any new director (other than



a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i) or (iii) of this
sentence) whose election by the Board of Directors or nomination for election by
the Company's shareholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at such time or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof; (iii) the stockholders of the
Company approve a merger, consolidation or reorganization or a court of
competent jurisdiction approves a scheme or arrangement of the Company, other
than a merger, consolidation, reorganization or scheme which would result in the
Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least fifty percent (50%) of
the combined voting power of the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger, consolidation,
reorganization or scheme or arrangement, and such transaction is completed; or
(iv) the stockholders of the Company approve a plan of complete liquidation of
the Company or any agreement for the sale of substantially all of the Company's
assets, and such transaction is completed.

     2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     2.5 "Company" shall mean Proliance International, Inc. and its successors,
and any other affiliated company as shall be designated by the Board of
Directors as eligible to have one or more of its senior executives participate
in the Plan.

     2.6 "Effective Date" shall mean January 1, 2005.

     2.7 "Participant" shall mean an individual employed by the Company who is a
high level management employee and who (a) has been selected for participation
in this Plan by the Administrative Committee, or (b) had a written Severance
Agreement with the Company which, by written agreement, has been superseded and
replaced by this Plan.

     2.8 "Plan" shall mean Proliance International, Inc. Executive Severance
Plan.

     2.9 "Plan Administrator" shall mean the Administrative Committee.

     2.10 "Plan Year" shall mean each calendar year.

     2.11 "Separation from Service" means a termination of employment with the
Company, as defined for purposes of Code ss.409A.

     2.12 "Specified Employee" means a Specified Employee as defined for
purposes of Code ss.409A(2)(B)(i), which is, generally, the same as a Key
Employee under the Proliance International, Inc. Pension Plan, provided the
Company has stock which is then publicly traded on an established securities
market or otherwise.

                                       2


SECTION 3.  ADMINISTRATION
- --------------------------

     3.1 The Plan shall be administered by the Administrative Committee. The
Administrative Committee shall have full discretionary authority and power to
construe and interpret the terms of the Plan, establish and amend administrative
procedures to further the purposes of the Plan, and take any other actions
necessary to administer the Plan. The Administrative Committee's decisions,
actions, and interpretations regarding the Plan shall be final and binding upon
all Participants.

     3.2 The Administrative Committee shall act by vote or written consent of a
majority of its members. Members of the Administrative Committee who are
Participants may vote on or participate in any matter affecting the
administration of the Plan, provided, however, that no member of the
Administrative Committee may vote on or participate in any matter directly
relating to his or her own benefits.

     3.3 The Administrative Committee (or its delegate) shall (a) calculate and
maintain records of benefit payments; (b) prepare communications to
Participants; (c) prepare reports and data required by the Company concerning
the Plan; and (d) take any other actions as are otherwise necessary or
appropriate for effective implementation and administration of the Plan. The
Administrative Committee shall be the Plan Administrator for purposes of ERISA.

SECTION 4.  BENEFITS
- --------------------

     4.1 A Participant shall be entitled to benefits upon a Separation from
Service with the Company under the following circumstances:

          (a) Involuntary Termination of Employment without Cause. If a
     Participant incurs a involuntary Separation from Service with the Company
     on account of the Company's termination of the Participant's employment
     other than for "cause," the Participant shall be entitled to benefits as
     provided in Section 4.2, below. As defined in this Plan, "cause" shall mean
     (i) the willful and continued failure of the Participant to substantially
     perform the Participant's duties with the Company; (ii) the willful
     engaging by the Participant in an act or acts of dishonesty constituting a
     felony and resulting or intending to result in gain or personal enrichment
     at the expense of the Company, or the Participant's conviction of a felony;
     or (iii) the willful engaging by the Participant in conduct which is
     demonstrably and materially injurious to the Company, monetarily or
     otherwise.

          (b) Termination of Employment Upon a Change of Control. If within the
     period commencing on the date that a Change of Control is formally proposed
     to the Company's Board of Directors and ending on the first anniversary of
     the date on which such Change of Control occurs (i) the employment of the
     Participant is terminated by the Company (or successor thereto) without
     "cause" or (ii) a reduction

                                       3


     in the Participant's salary or benefits occurs other than an
     across-the-board reduction affecting all members of senior management, or a
     material reduction of the Participant's duties and significant
     responsibilities occurs (not including reasonable changes in title or in
     corporate structure), and in connection with any of the foregoing the
     Participant incurs a Separation from Service with the Company, whether
     voluntary or involuntary; in either case the Participant shall be entitled
     to benefits as provided in Section 4.2, below.

     4.2 In the event of a Participant's Separation from Service as described in
Section 4.1(a) or (b), above, the maximum benefit shall consist of payment of
the Participant's bi-weekly salary for a period of one year after the effective
date of the Participant's Separation from Service (provided that such time
period shall be two years in the case of Participant David J. Albert). If the
Participant secures other full-time employment during the applicable period,
benefits shall cease as of the date such other employment commences. In
addition, the Company's obligation to pay benefits hereunder shall survive a
Participant's death during the applicable benefit period following termination
of employment.

     4.3 Notwithstanding anything to the contrary set forth herein, any and all
amounts payable hereunder shall remain general assets of the Company until
actually paid distributed to a Participant.

     4.4 In no event will benefits hereunder be paid to a Participant prior to
the Participant's Separation from Service, nor may the commencement of benefits
be deferred to a date later than the Participant's Separation from Service,
except as provided in Section 4.5, below. The Plan may not be amended to permit
the acceleration of the time or schedule of any payment under the Plan, except
as may be provided by regulation or other guidance issued pursuant to Code
ss.409A(a)(3). This paragraph is intended to be (and shall be interpreted to be)
consistent with Code ss.409A(a)(3), Code ss.409A(a)(4)(C) and related guidance.

     4.5 At all times that the Company is publicly traded on an established
securities market (as defined for purposes of Code ss.409A), if a distribution
is to be made to a Specified Employee (as defined for purposes of Code
ss.409A(a)(2)(B)(i)) on account of a Separation from Service, no benefits shall
be paid to the Specified Employee before the date which is six (6) months after
the date of the Specified Employee's Separation from Service. Upon completion of
such six month period, any benefits accrued to the Specified Employee but unpaid
shall thereupon be paid to the Specified Employee.

SECTION 5.  CLAIMS PROCEDURES
- -----------------------------

     5.1 Any person or entity (hereinafter referred to as "Claimant") claiming a
benefit, requesting an interpretation or ruling under the Plan, or requesting
information under the Plan shall present the request in writing to the
Administrative Committee, which shall respond in writing as soon as practical,
but in no event later than ninety (90) days after receiving the initial claim.

                                       4


     5.2 If the claim or request is denied, the written notice of denial shall
state:

          (i) the reasons for denial, with specific reference to the Plan
     provisions on which the denial is based;

          (ii) a description of any additional material or information required
     and an explanation of why it is necessary, in which event the time period
     indicated in section 5.1, above, shall be one hundred and eighty (180) days
     from the date of the initial claim; and

          (iii) an explanation of the Plan's claim review procedure.

     5.3 Any Claimant whose claim or request is denied or who has not received a
response within sixty (60) days may request a review by notice given in writing
to the Administrative Committee. Such request must be made within sixty (60)
days after receipt by the Claimant of the written notice of denial, or in the
event Claimant has not received a response sixty (60) days after receipt by the
Administrative Committee of Claimant's claim or request. The claim or request
shall be reviewed by the Administrative Committee which may, but shall not be
required to, grant the Claimant a hearing. On review, the Claimant may have
representation, examine pertinent documents, and submit issues and comments in
writing.

     5.4 The decision on review shall normally be made within sixty (60) days
after the Administrative Committee's receipt of a Claimant's claim or request.
If an extension of time is required for a hearing or other special
circumstances, the Claimant shall be notified and the time limit shall be one
hundred twenty (120) days. The decision shall be in writing and shall state
reasons supporting the decision and the relevant Plan provisions. All decisions
on review shall be final and bind all parties concerned.

SECTION 6.  GENERAL PROVISIONS
- ------------------------------

     6.1 The rights of a Participant to the payment of deferred compensation as
provided in the Plan shall not be assigned, pledged, or encumbered or be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution or levy of any kind, whether
voluntary or involuntary, including, but not limited to, any liability which is
for alimony or other payments for the support of a spouse or former spouse, or
for any other relative of any Participant. Any such attempted assignment or
transfer shall be void.

     6.2 The Plan is intended to constitute an unfunded deferred compensation
arrangement for a select group of management and highly compensated employees.
Nothing contained in the Plan, and no action taken pursuant to the Plan, shall
create or be construed to create a trust of any kind. The Company's obligations
hereunder shall be an unfunded and unsecured promise to pay money in the future
for tax purposes and for purposes of Title I of ERISA. A Participant's right to
receive benefits hereunder shall be no greater than the right

                                       5


of an unsecured general creditor of the Company. Benefits shall be paid from the
general funds of the Company, and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
benefits. Notwithstanding the foregoing, the Company may, in its discretion and
in conjunction with maintaining this Plan, establish a so-called "rabbi trust."
Any such trust created by the Company, and any assets held thereunder to assist
the Company in meeting its obligations under this Plan, may be based on the
Revenue Procedure 92-64 model trust (or subsequent guidance issued by the IRS).

     6.3 Nothing contained in the Plan shall give any Participant the right to
continue in the employment of the Company or affect the right of the Company to
discharge a Participant.

     6.4 The Plan shall be construed and governed in accordance with the laws of
the State of Connecticut, to the extent not preempted by Federal law.

SECTION 7.  TAXES AND INCOME TAX WITHHOLDING
- --------------------------------------------

     7.1 The Company shall deduct from all amounts paid under this Plan any
taxes required to be withheld by the Company under any federal, state, or local
government tax statutes. The Participants will be responsible for all federal,
foreign, state and local income taxes and any other taxes imposed on amounts
paid under this Plan.

SECTION 8.  AMENDMENT, SUSPENSION OR TERMINATION
- ------------------------------------------------

     8.1 The Company may not amend, suspend, or terminate the Plan with respect
to any Participant without the consent of such Participant; provided that
Jonathan Moyer shall cease to be a Participant hereunder as of June 30, 2007.


                            [signature page follows]


                                       6


     IN WITNESS WHEREOF, the undersigned, on behalf of the Company, has set his
or her hand this 4th day of May, 2006.



                                   PROLIANCE INTERNATIONAL, INC.


                                   By: /s/ Charles E. Johnson
                                       -----------------------------------------
                                       Its President and Chief Executive Officer
                                       Duly Authorized







                                       7