EXHIBIT 10.2
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                              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such nomination has not been withdrawn by such stockholder on or prior to the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will be deemed withdrawn upon my re-election.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withdrawn if and when the Board decides not to accept this resignation or upon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withdrawn by me at any time other than as specifically set forth herein.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]