8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, DC 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): DECEMBER 7, 2006


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


          DELAWARE                      1-13894                 34-1807383
(State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
     of incorporation)                                      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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b)      Resignation of Michael T. Yonker
         --------------------------------

         On December 7, 2006, the Board of Directors of Proliance International,
Inc. (the "Company") accepted the resignation of Michael T. Yonker from his
position as a director of the Company effective December 31, 2006. The Board of
Directors does not intend to fill the vacancy created by Mr. Yonker's
resignation as it is the Company's intention to reduce the size of the Board
over time. Mr. Yonker offered to resign as part of this Board reduction
initiative.

         Board Policy on Director Elections
         ----------------------------------

         On December 7, 2006, the Board of Directors of the Company approved a
policy regarding director elections. The policy notes that Directors of the
Company are elected by a plurality vote. However, as a matter of good corporate
governance, the Board expects each Director to tender his or her resignation
prior to any meeting of the stockholders at which the Director's seat on the
Board will be subject to election, provided that the resignation shall take
effect only if the number of votes cast against the Director's election and the
number of votes withheld from the Director's election exceed, in the aggregate,
the number of votes cast for the Director's election. The Board shall nominate
for election or re-election as Director only candidates who agree to tender,
promptly following the annual meeting at which they are elected or re-elected as
Director, such a resignation letter. In addition, the Board shall fill Director
vacancies and new directorships only with candidates who agree to tender,
promptly following their appointment to the Board, the same form of resignation
tendered by other Directors in accordance with the Board Policy on Director
Elections.

         If the number of votes cast against the incumbent Director's election
and the number of votes withheld from the incumbent Director's election exceed,
in the aggregate, the number of votes cast for the Director's election, the
Nominating and Governance Committee will act on an expedited basis to determine
whether to accept the Director's resignation and will submit such recommendation
for prompt consideration by the Board. The Board expects the Director whose
resignation is under consideration to abstain from participating in any decision
regarding that resignation. The Nominating and Governance Committee and the
Board may consider any factors they deem relevant in deciding whether to accept
a Director's resignation. The Board shall render its final decision with respect
to the matter not later than ninety (90) days following the applicable
stockholders meeting.

         Notwithstanding the foregoing, the Director resignation requirement
shall not take effect in the case of a contested election, which is defined as
any meeting of stockholders for which (i) the Secretary receives a notice that a
stockholder has nominated a person for election to the Board of Directors in
compliance with the advance notice requirements for stockholder nominees for
director set forth in the Company's Amended and Restated Bylaws and (ii) such
nomination has not been withdrawn by such stockholder on or prior to the day
next preceding the date the Company first mails its notice of meeting for such
meeting to the stockholders.

         A complete copy of the Board Policy on Director Elections is attached
hereto as Exhibit 10.1.

         In accordance with the foregoing policy, on December 7, 2006 each
continuing member of the Board of Directors (Paul R. Lederer, William J.
Abraham, Jr., Barry R. Banducci, Philip Wm. Colburn, Charles E. Johnson, Paul R.
Lederer, Vincent L. Martin, Bradley C. Richardson,







James R. Rulseh, and F. Alan Smith) executed and delivered a resignation letter
in the form attached hereto as Exhibit 10.2.


Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR

(a)      Amendment of Bylaws
         -------------------

         In conjunction with the implementation of the Board Policy on Director
Elections described in Item 5.02 above, on December 7, 2006, the Board of
Directors of the Company approved an amendment to Article III, Section 14 of the
Company's Amended and Restated Bylaws to provide that stockholders nominating
director candidates provide, in addition to the items previously required, a
statement whether such person, if elected, intends to tender, promptly following
such person's election or re-election, an irrevocable resignation effective upon
such person's failure to receive the requisite vote for re-election at the next
meeting at which such person would face re-election, in accordance with the
Board Policy on Director Elections.

         A copy of the Amended and Restated Bylaws of the Company, as amended,
is attached hereto as Exhibit 3.1.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)      Exhibits.

3.1      Amended and Restated Bylaws of Proliance International, Inc.
10.1     Board Policy on Director Elections
10.2     Form of Director Resignation Letter



                                   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 hereunto duly authorized.


                                 PROLIANCE INTERNATIONAL, INC.


Date:  December 8, 2006          By:  /s/ Richard A. Wisot
                                     -------------------------------------------
                                          Richard A. Wisot
                                          Vice President, Treasurer, Secretary,
                                          and Chief Financial Officer

EX-3.1

                                                                     Exhibit 3.1
                                                                     -----------



                          PROLIANCE INTERNATIONAL, INC.

                                  * * * * * * *

                          AMENDED AND RESTATED BY-LAWS

                                  * * * * * * *


                            -------------------------

                                   ARTICLE I
                                     OFFICES
                                     -------

         SECTION 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         SECTION 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
                            ------------------------

         SECTION 1. All meetings of the stockholders for the election of
directors shall be held in the offices of the corporation in New Haven,
Connecticut, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Notwithstanding the foregoing, the board of directors
may, in its sole discretion, determine that meetings of stockholders shall not
be held at any place, but shall instead be held by means of remote
communications, subject to such guidelines and procedures as the board of
directors may adopt from time to time. The whole board may postpone and
reschedule any previously scheduled annual or special meeting of stockholders.

         SECTION 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which the stockholders shall elect
directors to succeed those whose terms expire at such meeting by a plurality
vote, which may or may not be by written ballot as determined by the board of
directors, and transact such other business as may properly be brought before
the meeting.





         SECTION 3. Written notice of the annual meeting stating the place, date
and hour of the meeting and the means of remote communications, if any, by which
stockholders and proxies may be deemed to be present in person and vote at such
meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than 60 days before the date of the meeting. At any
annual meeting of the stockholders, only such business shall be conducted as
shall have been brought before the annual meeting (i) by or at the direction of
the chairman of the meeting or (ii) by any stockholder who is a holder of record
at the time of the giving of the notice provided for in this Section 3, who is
entitled to vote at the meeting and who complies with the procedures set forth
in this Section 3. For business properly to be brought before an annual meeting
of stockholders by a stockholder, the stockholder must have given timely notice
thereof in proper written form to the secretary of the corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than 90 days nor
more than 120 days prior to the first anniversary of the date of the immediately
preceding annual meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 days earlier or more than 60 days later than
such anniversary date, notice by the stockholder to be timely must be so
delivered or received not earlier than the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. To be in proper written
form, a stockholder's notice to the secretary shall set forth in writing as to
each matter the stockholder proposes to bring before the annual meeting: (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting; (ii)
the name and address, as they appear on the corporation's books, of the
stockholder proposing such business; (iii) the class or series and number of
shares of the corporation which are beneficially owned by the stockholder; (iv)
any material interest of the stockholder in such business; and (v) if the
stockholder intends to solicit proxies in support of such stockholder's
proposal, a representation to that effect. The foregoing notice requirements
shall be deemed satisfied by a stockholder if the stockholder has notified the
corporation of his or her intention to present a proposal at an annual meeting
and such stockholder's proposal has been included in a proxy statement that has
been prepared by management of the corporation to solicit proxies for such
annual meeting; provided, however, that if such stockholder does not appear or
send a qualified representative to present such proposal at such annual meeting,
the corporation need not present such proposal for a vote at such meeting,
notwithstanding that proxies in respect of such vote may have been received by
the corporation. Notwithstanding anything in these by-laws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this Section 3. The chairman of an annual meeting may
refuse to permit any business to be brought before an annual meeting which fails
to comply with the foregoing procedures or, in the case of a stockholder
proposal, if the stockholder solicits proxies in support of such stockholder's
proposal without having made the representation required by clause (v) of the
third preceding sentence.


                                      -2-



         SECTION 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Nothing contained in this Section 4 shall require the corporation to include
electronic mail addresses or other electronic contact information on such list.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, for a period of at least ten days prior to the meeting,
(1) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is furnished with the notice of the
meeting, or (2) during ordinary business hours, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided in the notice of the meeting.

         SECTION 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by law or by the certificate of
incorporation, may be called by the chairman of the board or chief executive
officer and shall be called by the chairman of the board, chief executive
officer or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Written notice of a special meeting stating the place, date
and hour of the meeting and the means of remote communications, if any, by which
stockholders and proxies may be deemed to be present in person and vote at such
meeting, in each case as designated by the board, and the purpose or purposes
for which the meeting is called shall be given not less than ten nor more than
60 days before the date of the meeting, to each stockholder entitled to vote at
such meeting.

         SECTION 6. (a) Any holder or holders of record of capital stock
requesting the corporation to call a special meeting of stockholders pursuant to
Section 5 of this Article II (collectively, the "Initiating Stockholder") shall
deliver or mail written notice of such request to the secretary of the
corporation at its principal executive offices (the "Notice"). The Notice shall
contain all the information that would be required in a notice to the secretary
given pursuant to Section 3 of this Article II in connection with an annual
meeting of stockholders.

         (b) Within 14 days after the secretary's receipt of the Notice from the
Initiating Stockholder containing all the information required by subsection (a)
of this Section 6,



                                      -3-



the board of directors shall fix a record date for determining the stockholders
of record entitled to join in the request for the calling of the special meeting
of stockholders. Such record date shall not be earlier than the date on which
the board of directors fixes the same and shall not be later than 30 days after
such date. Only holders of record of common stock on the record date shall be
entitled to join in the request. The corporation shall give prompt written
notice of the fixing of the record date to the Initiating Stockholder. If
stockholders of record on the record date owning of record on such date at least
a majority of the outstanding capital stock entitled to vote deliver or mail
written requests to the secretary of the corporation at its principal executive
offices that the corporation call the special meeting, the corporation shall
promptly appoint an inspector to perform a ministerial review of, and render a
report to the corporation and the Initiating Stockholder concerning, the
validity of such requests and any revocations thereof. The inspector will be
instructed to perform such review and render such report promptly. The
corporation shall not be required to call the special meeting until the
inspector has rendered such report and certified in writing to the corporation
and the Initiating Stockholder that valid, unrevoked requests for the calling of
the special meeting were received from stockholders of record on the record date
owning of record on such date at least a majority of the outstanding capital
stock entitled to vote. Nothing contained in this subsection (b) shall be
construed to mean or imply that the board of directors or any stockholder shall
not be entitled to contest the validity of any written request or revocation
thereof, whether before or after certification by the inspector, through court
proceedings or otherwise. Any dispute as to whether or not the corporation is
required to call the special meeting of stockholders will be resolved through
appropriate court proceedings, in which the corporation will request the court
to resolve the dispute as expeditiously as possible.

         (c) Notwithstanding any other provision of these by-laws, no written
request to call a special meeting of stockholders shall be effective unless,
within 70 days after the record date fixed pursuant to subsection (b) of this
Section 6, the corporation has received such written requests from stockholders
of record on such record date owning on such date at least a majority of the
outstanding voting capital stock.

         (d) The record date for determining the stockholders of record entitled
to vote at a special meeting called pursuant to this Section 6 shall be fixed by
the board of directors, but shall not be later than 14 days after it is
determined that the corporation is required to call such meeting. Written notice
of the meeting shall be mailed by the corporation to stockholders of record on
such record date within 10 days after the record date (or such longer period as
may be necessary for the corporation to file its proxy materials with, and
receive and respond to the comments of, the Securities and Exchange Commission),
and the meeting will be held within 50 days after the date of mailing of the
notice, as determined by the board of directors.

         (e) The business to be conducted at a special meeting called pursuant
to this Section 6 shall be limited to the business set forth in the Notice and
such other business or proposals as the board of directors shall determine and
shall be set forth in the notice of meeting. The board of directors or the
chairman of the board of directors may determine rules and procedures for the
conduct of the meeting.



                                      -4-




         SECTION 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes
stated in the notice.

         SECTION 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         SECTION 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power and entitled to vote on
the matter present in person or represented by proxy and which has actually
voted shall decide any question brought before such meeting, unless the question
is one upon which by express provision of law or of the certificate of
incorporation or by-laws, a different vote is required in which case such
express provision shall govern and control the decision of such question.

         SECTION 10. Except as otherwise provided by law or by the certificate
of incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Every proxy must be authorized in a manner permitted by Section 212 of the DGCL
or any successor provision.

         SECTION 11. In advance of any meeting of stockholders, the board of
directors will appoint one or more inspectors of election, who need not be
stockholders, as to the matters to be submitted to a vote at any such meeting.
The inspectors of election shall (i) determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum and the authenticity, validity and effect of proxies, (ii)
receive votes or ballots, (iii) hear and determine all challenges and questions
arising in any way in connection with the right to vote, (iv) count and tabulate
all votes, and (v) determine and report to the meeting the results. The
inspectors shall take an oath that they will perform their duties impartially,
in good faith, and to the best of their ability and as expeditiously as is
practical. In the absence of appointment by the board of directors, the
inspectors may be appointed by the chairman of the board or the chief executive
officer.

At each meeting of the stockholders, the chairman of the board or, in the
absence of the chairman of the board, the chief executive officer or, in the
absence of the chairman of


                                      -5-


the board and the chief executive officer, such person as shall be selected by
the board shall act as chairman of the meeting. The order of business at each
such meeting shall be as determined by the chairman of the meeting. The chairman
of the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts and things as are necessary
or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the maintenance of order and
safety, limitations on the time allotted to questions or comments on the affairs
of the corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof and the opening and closing of the
voting polls.

                                  ARTICLE III
                                    DIRECTORS
                                    ---------

         SECTION 1. The number of directors which shall constitute the whole
board shall be not less than three nor more than 15, as may be designated from
time to time by the board of directors. Subject to such policies as the board of
directors may from time to time adopt, directors need not be stockholders.

         SECTION 2. Until the date of the 2009 annual meeting of stockholders
(the "Declassification Date"), the board shall be classified as provided in the
certificate of incorporation. The members of each class of directors shall hold
office until their successors are elected and qualified or until their earlier
resignation, retirement, removal or death. Subject to the rights, if any, of the
holders of any series of preferred stock, any vacancy on the board that results
from an increase in the number of directors may only be filled by a majority of
the board then in office, provided that a quorum is present, and any other
vacancy occurring on the board may only be filled by a majority of the board
then in office, even if less than a quorum, or by a sole remaining director. If
the number of directors which constitutes the whole board is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that coincides with the
remaining term of that class, but in no event shall a decrease in such number of
directors shorten the term of any incumbent director. Any director elected to
fill a vacancy not resulting from an increase in the number of directors shall
have the same remaining term as that of his predecessor.

         At each succeeding annual meeting of the stockholders of the
corporation, the successors to the class of directors whose term expires at that
meeting shall be elected by plurality vote of all votes cast at such meeting to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election. Subject to the rights, if
any, of the holders of any series of preferred stock, directors may be elected
by the stockholders only at an annual meeting of stockholders.

         Subject to the rights, if any of the holders of any series of preferred
stock to elect directors, any director may be removed from office by the
stockholders only for cause and only in the manner provided in the certificate
of incorporation.



                                      -6-




         The provisions of the three preceding paragraphs of this Section 2
shall automatically terminate and be of no further effect as of the
Declassification Date, and stockholders of the corporation will, at the 2009
annual shareholders meeting and, thereafter elect all directors on an annual
basis. Such directors shall hold office until their successors are elected or
qualified. From and after the Declassification Date, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner provided by law.
From and after the Declassification Date, if, at the time of filling any vacancy
or any newly created directorship, the directors then in office shall constitute
less than a majority of the whole board (as constituted immediately prior to any
such increase), the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent (10%) of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors then
in office.

         SECTION 3. The business of the corporation shall be managed under the
direction of the board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

                            THE CHAIRMAN OF THE BOARD

         SECTION 4. The board of directors may choose a chairman of the board
who shall hold the position until his or her successor is chosen and qualifies
and who may be removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in the position of chairman of the
board may be filled by the board of directors. The chairman of the board shall
preside at all meetings of the board of directors and stockholders, and shall
have such other powers and duties as may from time to time be prescribed by the
board of directors, upon written directions given to him or her pursuant to
resolutions duly adopted by the board of directors. The chairman of the board
shall not be an officer of the corporation.

                         THE VICE CHAIRMAN OF THE BOARD

         SECTION 5. The board of directors may choose a vice chairman of the
board who shall hold the position until his or her successor is chosen and
qualifies and who may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in the position of
vice chairman of the board may be filled by the board of directors. The vice
chairman of the board shall perform the duties of the chairman of the board in
the absence of the chairman or in the event of his or her inability or refusal
to act, and also shall perform such other duties as the board of



                                      -7-




directors may from time to time prescribe. The vice chairman of the board shall
not be an officer of the corporation.

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 6. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         SECTION 7. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         SECTION 8. Special meetings of the board of directors for any purpose
or purposes may be called by the chairman of the board or chief executive
officer, and the chairman of the board, chief executive officer or the secretary
shall call a special meeting upon request of at least two directors. If given
personally, by telephone, by facsimile, by email or by overnight delivery
service, the notice shall be given at least the day prior to the meeting. Notice
may be given by regular mail if it is mailed at least five days before the
meeting. In the event of an emergency which in the judgment of the chairman of
the board or chief executive officer requires immediate action, a special
meeting may be convened without notice, consisting of those directors who are
immediately available by telephone and can be joined in the meeting by
conference telephone. The actions taken at such a meeting shall be valid if at
least a quorum of the directors participates either personally or by conference
telephone.

         SECTION 9. At all meetings of the board, a majority of the total number
of directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by law or by the certificate of
incorporation or by-laws. If a quorum shall not be present at any meeting of the
board of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

         SECTION 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

                             COMMITTEES OF DIRECTORS

         SECTION 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
Except as otherwise provided by




                                      -8-




law, any such committee, to the extent provided in the resolution, shall have
and may exercise the powers of the board of directors in the oversight of the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it;
provided, however, that (i) no such committee shall have the power to approve an
amendment to the by-laws or the certificate of incorporation and (ii) in the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Unless otherwise prescribed by
the board of directors, a majority of the members of the committee shall
constitute a quorum for the transaction of business, and the act of a majority
of members present at a meeting at which there is a quorum shall be the act of
such committee. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors .

         SECTION 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         SECTION 13. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                             NOMINATION OF DIRECTORS

         SECTION 14. Nominations for the election of directors may be made by
the board of directors or a committee of the board of directors or by any
stockholder entitled to vote for the election of directors. Nominations by the
board of directors or a committee of the board of directors may be made by oral
or written notice delivered to the secretary of the corporation by any officer
or director on behalf of the board of directors or committee at any time prior
to or at any meeting of the stockholders at which directors are to be elected.
Each notice of nomination of directors by the board of directors or a committee
of the board of directors shall set forth the names of the nominees. Nominations
by stockholders shall be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the secretary of the corporation
not less than 90 days nor more than 120 days prior to (i) any meeting (other
than an annual meeting) at which directors are to be elected, appointed or
designated or, (ii) in the case of an annual meeting, the anniversary of the
previous year's annual meeting; provided, however, if, (x) in the case of an
annual meeting, the annual meeting is scheduled to be held on a date more than
30 days prior to or delayed by more than 60 days after such anniversary date or,
(y) in the case of any other meeting, less than 100 days' notice of the meeting
is given to stockholders, then notice by the stockholder




                                      -9-




must be delivered to the corporation no later than the later of the close of
business 90 days prior to such meeting or the tenth day following the day on
which notice of the date of the meeting was mailed or public disclosure of the
date of the meeting was first made by the corporation (and in no event shall the
public announcement of an adjournment of the meeting commence a new time period
for a giving of a stockholder's notice under this Section 15). To be in proper
written form, a stockholder's notice to the secretary must set forth (a) as to
each person whom the stockholder proposes to nominate for election as a director
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class or series
and number of shares of capital stock of the corporation which are owned
beneficially or of record by the person, (iv) any other information relating to
the person that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, and (v) a statement whether such person, if elected, intends to
tender, promptly following such person's election or re-election, an irrevocable
resignation effective upon such person's failure to receive the requisite vote
for re-election at the next meeting at which such person would face re-election,
in accordance with the corporation's Board Policy on Director Elections; and (b)
as to the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice,
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 15. The chairman of any meeting of stockholders of the corporation may,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedure, and if the chairman should
so determine, the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.

                                   ARTICLE IV
                                     NOTICES
                                     -------

         SECTION 1. Whenever, under the provisions of law or of the certificate
of incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it




                                      -10-




appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail, or by such other means as are authorized by
law. Notice to directors may also be given by facsimile or email.

         SECTION 2. Whenever any notice is required to be given under the
provisions of law or of the certificate of incorporation or of these by-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

                                   ARTICLE V
                                    OFFICERS
                                    --------

         SECTION 1. The officers of the corporation shall be chosen by the board
of directors and shall be a chief executive officer, a president, a secretary, a
treasurer and a controller. The board of directors may also choose a chief
operating officer, a chief financial officer, vice presidents, including
executive, senior or group vice presidents and assistant vice presidents, and
one or more assistant secretaries, assistant treasurers and assistant
controllers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.

         SECTION 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chief executive officer, a
president, a secretary, a treasurer and a controller.

         SECTION 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         SECTION 4. The compensation of all officers and agents of the
corporation shall be fixed by the board of directors.

         SECTION 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         SECTION 6. The president shall, subject to the oversight of the board
of directors, have responsibility for the general and active management of the
business of




                                      -11-




the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect, and in the absence of the chairman of the
board and the vice chairman of the board or in the event of their inability or
refusal to act shall preside at all meetings of the stockholders and the board
of directors.

         SECTION 7. The president shall possess the power to sign all
certificates, contracts and other instruments which may be authorized by the
board of directors, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.

                             CHIEF EXECUTIVE OFFICER

         SECTION 8. The chief executive officer shall, subject to the oversight
of the board of directors, have responsibility for the general supervision of
all aspects of the business of the corporation and corporate development,
expansion and contraction and long-range planning of the corporation, including,
without limitation, the acquisition, development and disposition of facilities
necessary to implement the foregoing. The chief executive officer shall have and
exercise such further powers and duties as may be specifically delegated or
vested in him or her from time to time by these by-laws or by the board of
directors. The chief executive officer shall possess the power to sign all
certificates, contracts and other instruments which may be authorized by the
board of directors, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation. The chief executive officer may combine his or her duties with
those of any other office assigned to him or her by the board of directors.

                             CHIEF OPERATING OFFICER

         SECTION 9. The chief operating officer shall, subject to the oversight
of the board of directors, have responsibility for the operations and
functioning of the corporation's operating units and programs and the allocation
among the corporation's operating units and programs of other officers and
principal executive personnel of the corporation. The chief operating officer
shall also perform such other duties and have such other powers as may be
assigned to him or her by the board of directors. The chief operating officer
shall possess the power to sign all certificates, contracts and other
instruments which may be authorized by the board of directors, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation. The chief
operating officer may combine his or her duties with those of any other office
assigned to him or her by the board of directors.



                                      -12-




                             CHIEF FINANCIAL OFFICER

         SECTION 10. The chief financial officer shall, subject to the oversight
of the board of directors, have responsibility for the corporation's finances
and financial planning, the allocation among the corporation's operating units
and programs of the corporation's financial resources and the corporation's
internal accounting, auditing and financial controls. The chief financial
officer shall also perform such other duties and have such other powers as may
be assigned to him or her by the board of directors. The chief financial officer
shall possess the power to sign all certificates, contracts and other
instruments which may be authorized by the board of directors, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation. The chief
financial officer may combine his or her duties with those of any other office
assigned to him or her by the board of directors.

                                 VICE PRESIDENTS

         SECTION 11. The vice presidents shall perform such duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         SECTION 12. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors,
chief executive officer or president, under whose supervision the secretary
shall be. The secretary shall have custody of the corporate seal of the
corporation and the secretary, or an assistant secretary, shall have authority
to affix the same to any instrument requiring it and when so affixed, it may be
attested by his or her signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
or her signature.

         SECTION 13. The assistant secretary, or if there be more than one , the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         SECTION 14. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in



                                      -13-




books belonging to the corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.

         SECTION 15. The treasurer shall disburse the funds of the corporation
as may be authorized by the board of directors, taking proper vouchers for such
disbursements, and shall render to the chief executive officer and the board of
directors, at its regular meetings, or when the board of directors so requires,
an account of all his or her transactions as treasurer and of the financial
condition of the corporation.

         SECTION 16. If required by the board of directors, the treasurer shall
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his or her office and
for the restoration to the corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the corporation.

         SECTION 17. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                    THE CONTROLLER AND ASSISTANT CONTROLLERS

         SECTION 18. The controller shall have the custody of the accounting
records of the corporation and shall use his or her best efforts to cause the
corporation to (1) keep full and accurate accounts of the financial condition
and results of operations of the corporation as required by applicable law and
(2) cause the accounting and internal control systems of the corporation and the
corporation's policies and procedures with respect to internal accounting and
auditing and financial controls to comply with applicable law.

         SECTION 19. The controller shall render to the chief executive officer
and the board of directors, at its regular meetings, or when the board of
directors so requires, financial statements reflecting the results of operations
and financial condition of the corporation.

         SECTION 20. The assistant controller, or if there shall be more than
one, the assistant controllers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the controller or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the controller
and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.



                                      -14-




                                   ARTICLE VI
                                 INDEMNIFICATION
                                 ---------------

         SECTION 1. INDEMNIFICATION IN ACTIONS OTHER THAN IN AN ACTION BY OR IN
THE RIGHT OF THE CORPORATION. To the full extent permitted by the Delaware
General Corporation Law (the "DGCL"), from time to time in effect and subject to
the provisions of Section 3 of this Article VI, the corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

         SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. To the full extent permitted by the DGCL from time to time in
effect and subject to the provisions of Section 3 of this Article, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action or suit such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         SECTION 3. DETERMINATION OF CONDUCT. Any indemnification under Sections
1 and 2 of this Article VI (unless ordered by a court) shall be made by the
corporation only



                                      -15-



as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in Sections 1 and
2. Such determination shall be made (i) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel (compensated by the corporation) in a written opinion, or (iii) by
the stockholders.

         SECTION 4. RIGHT TO PAYMENT OF EXPENSES. To the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.

         SECTION 5. PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred by an
officer or director in defending a civil, criminal, administrative or
investigative action, suit or proceeding, or threat thereof, shall be paid by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this Article VI.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         SECTION 6. NON-EXCLUSIVITY. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

         SECTION 7. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him or her against such liability under the provisions of this Article
VI or Section 145 of the DGCL.

         SECTION 8. RIGHTS TO CONTINUE. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.


                                      -16-




         SECTION 9. CONDITIONAL INDEMNIFICATION FOR CERTAIN PROCEEDINGS.
Notwithstanding anything in this Article VI to the contrary, no director,
officer, employee or agent shall be entitled to indemnification pursuant to this
Article VI in connection with any action, suit or proceeding initiated by such
person unless the board of directors has authorized or consented to the
initiation of such action, suit or proceeding.

                                  ARTICLE VII
                              CERTIFICATES OF STOCK
                              ---------------------

         SECTION 1. Certificates representing shares of stock of the corporation
shall be in such form as shall be determined by the board of directors, subject
to applicable legal requirements. Every holder of stock in the corporation shall
be entitled to have a certificate signed by, or in the name of the corporation
by, the chairman or vice chairman of the board of directors, the chief executive
officer or the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by such holder in the corporation.

         Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

         SECTION 2. Where a certificate is countersigned (i) by a transfer agent
other than the corporation or its employee, or (ii) by a registrar other than
the corporation or its employee, any other signature on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         SECTION 3. The secretary may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new certificate
or certificates, the secretary may, in his or her sole discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.



                                      -17-



                               TRANSFERS OF STOCK

         SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         SECTION 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be (i) more than 60 nor less than ten days before the date of
such meeting or (ii) more than 60 days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         SECTION 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as, the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS
                               ------------------

                                    DIVIDENDS

         SECTION 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         SECTION 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the


                                      -18-




interest of the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

                                     CHECKS

         SECTION 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         SECTION 4. The fiscal year of the corporation begins on the first day
of January and ends on the thirty-first day of December in each year.

                                      SEAL

         SECTION 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS
                                   ----------

         SECTION 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting.

(As amended July 22, 2005 and December 7, 2006)







                                      -19-

EX-10.1

                                                                     EXHIBIT10.1
                                                                     -----------

                          PROLIANCE INTERNATIONAL, INC.

                       BOARD POLICY ON DIRECTOR ELECTIONS



The Amended and Restated Bylaws of Proliance International, Inc. (the
"Corporation") provide that Directors of the Corporation are elected by a
plurality vote. However, as a matter of good corporate governance, the Board
expects each Director to tender his or her resignation prior to any meeting of
the stockholders of the Corporation at which the Director's seat on the Board
will be subject to election, provided that the resignation shall take effect
only if the number of votes cast against the Director's election and the number
of votes withheld from the Director's election exceed, in the aggregate, the
number of votes cast for the Director's election. The Board shall nominate for
election or re-election as Director only candidates who agree to tender,
promptly following the annual meeting at which they are elected or re-elected as
Director, such a resignation letter. In addition, the Board shall fill Director
vacancies and new directorships only with candidates who agree to tender,
promptly following their appointment to the Board, the same form of resignation
tendered by other Directors in accordance with this Board Policy on Director
Elections.

If the number of votes cast against the incumbent Director's election and the
number of votes withheld from the incumbent Director's election exceed, in the
aggregate, the number of votes cast for the Director's election, the Nominating
and Governance Committee will act on an expedited basis to determine whether to
accept the Director's resignation and will submit such recommendation for prompt
consideration by the Board. The Board expects the Director whose resignation is
under consideration to abstain from participating in any decision regarding that
resignation. The Nominating and Governance Committee and the Board may consider
any factors they deem relevant in deciding whether to accept a Director's
resignation. The Board shall render its final decision with respect to the
matter not later than ninety (90) days following the applicable stockholders
meeting.

Notwithstanding the foregoing, the Director resignation requirement shall not
take effect in the case of a contested election, which is defined as any meeting
of stockholders for which (i) the Secretary of the Corporation receives a notice
that a stockholder has nominated a person for election to the Board of Directors
in compliance with the advance notice requirements for stockholder nominees for
director set forth in the Corporation's Amended and Restated Bylaws and (ii)
such nomination has not been withdrawn by such stockholder on or prior to the
day next preceding the date the Corporation first mails its notice of meeting
for such meeting to the stockholders.

EX-10.2

                                                      EXHIBIT 10.2
                                                      ------------

                              DIRECTOR RESIGNATION

December 7, 2006

Proliance International, Inc.
100 Gando Drive
New Haven, CT  06513
Attention: Chairman of the Board of Directors

Dear Sir:

In accordance with the Board Policy on Director Elections of Proliance
International, Inc. (the "Corporation"), I hereby tender my resignation as a
director of the Corporation, provided that this resignation shall be effective
only in the event that: (i) the number of votes cast against my election and the
number of votes withheld from my election exceed, in the aggregate, the number
of votes cast for my election at the next meeting of the stockholders of the
Corporation at which my seat on the Board will be subject to election (the
"Applicable Annual Meeting") and (ii) the Board accepts this resignation within
ninety (90) days following the triggering event provided in clause (i) of this
sentence. Notwithstanding the foregoing, such resignation shall not take effect
in the case of a "contested election", which is defined as any meeting of
stockholders for which (i) the Secretary of the Corporation receives a notice
that a stockholder has nominated a person for election to the Board in
compliance with the advance notice requirements for stockholder nominees for
director set forth in the Corporation's Amended and Restated Bylaws and (ii)
such nomination has not been withdrawn by such stockholder on or prior to the
day next preceding the date the Corporation first mails its notice of meeting
for such meeting to the stockholders.

If I am re-elected at the Applicable Annual Meeting and the number of votes cast
for my election exceed the number of votes cast against my election and the
number of votes withheld from my election, in the aggregate, this resignation
will be deemed withdrawn upon my re-election. However, if the number of votes
cast against my election and the number of votes withheld from my election, in
the aggregate, exceed the number of votes cast for my election at the Applicable
Annual Meeting, and such Applicable Annual Meeting is not a contested election,
this resignation will remain in effect following such meeting but will be deemed
withdrawn if and when the Board decides not to accept this resignation or upon
expiration of the applicable ninety (90) day period. This resignation may not be
withdrawn by me at any time other than as specifically set forth herein.

                                   Very truly yours,


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                                   [Signature]


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                                   [Print Name]