##### Table of Contents



WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended June 30, 2005
 Commission File No. 0-5214
 
 PEERLESS MFG. CO.
  Texas
(State or other jurisdiction of
incorporation or organization)
    
    75-0724417
(I.R.S. employer identification no.)
 2819 Walnut Hill Lane, Dallas, Texas 75229
  (214) 357-6181
 Securities registered pursuant to Section 12(b) of the Act:
 None
 Securities Registered Pursuant to Section 12(g) of the Act:
 (Title of Class)
    

(Name
of each exchange where registered)Common Stock, $1.00 Par Value
    
    NASDAQ
 YES þ NO o
 þ
 Yes o No þ




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Explanatory Note
  Forward-Looking Statements
  2




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TABLE OF CONTENTS
 PageNumberPART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    4Item 11. Executive Compensation
    
    
    6Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters
    
    
    15Item 13. Certain Relationships and Related Transactions
    
    
    17Item 14. Principal Accountant Fees and Services
    
    
    17PART IVItem 15. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
    
    
    18Signature
    
    
    18Index to Exhibits
    
    
    19Rule 13a-14(a)/15d-14(a) Certification of CEORule 13a-14(a)/15d-14(a) Certification of CFO
  3




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   Name
    
    Age
    
    PositionPeter J. Burlage
    
    
    41
    
    
    Executive Vice President and Chief Operating Officer (Newly Appointed)G. Darwyn Cornwell
    
    
    61
    
    
    Vice President of OperationsBernard S. Lee
    
    
    70
    
    
    Class II DirectorJoseph V. Mariner, Jr.
    
    
    85
    
    
    Class II DirectorR. Clayton Mulford
    
    
    49
    
    
    Class I DirectorHenry G. Schopfer, III
    
    
    59
    
    
    Chief Financial OfficerDonald A. Sillers, Jr.
    
    
    79
    
    
    Class III DirectorSherrill Stone
    
    
    68
    
    
    Class III Director, Chairman, President, and Chief Executive OfficerWilliam T. Strohecker
    
    
    47
    
    
    Executive Vice President and Chief Operating Officer (Outgoing)David Taylor
    
    
    40
    
    
    Vice President of Separation Filtration Systems
  
    
    Peter J. Burlagejoined the Company in 1992. Mr. Burlage has served as Vice President of
the Environmental Systems business segment since January 2001. Prior to this position, Mr.
Burlage was the Companys SCR Division Manager from 1997 to 2000 and Vice President of
Engineering from 2000 to 2001. Mr. Burlage earned his B.S. in Mechanical Engineering from the
University of Texas. Mr. Burlage was promoted to the position of Executive Vice President and
Chief Operating Officer subsequent to the departure of William T. Strohecker.
    
    G. Darwyn Cornwellrejoined the Company in 2003 as Vice President of Manufacturing and
subsequently promoted to Vice President of Operations. Mr. Cornwell had previously served as
Senior Vice President of Operations for the Company from 1997 through 2000 and has held
various other management positions with Peerless from 1982 to 2000. Prior to rejoining the
Company in 2003, Mr. Cornwell served as President of Ace World Companies, a designer and
manufacturer of custom engineered heavy material handling equipment. Mr. Cornwell earned a
B.S. in Business Management from LeTourneau University.
    
    Bernard S. Lee, retired, was the former President of Institute of Gas Technology. Mr. Lee has been a director of our
Company since 1982.
    
    Joseph V. Mariner, Jr., retired, has been a director of the Company since 1980.
    
    R. Clayton Mulfordhas been a director of the Company since January 2002. An attorney, Mr.
Mulford, has been a partner in the Dallas office of Jones Day since January 2004. Previously,
Mr. Mulford was a partner and member of the Executive Committee of Hughes & Luce, LLP. Mr.
Mulford served as lead corporate legal counsel to the Company for a number of years.
 4




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##### Table of Contents




    
    Henry G. Schopfer, IIIjoined the Company in October 2005 as the
Companys Chief Financial Officer. Prior to joining the Company,
Mr. Schopfer served from 2001 to 2005, as Chief Financial Officer
of T-Netix, Inc., a telecommunications company, from 1996 to 2000,
as Chief Financial Officer of Wireless One, Inc., a communications
company, from 1988 to 1996, as Corporate Controller and Chief
Financial Officer of Daniel Industries, Inc., a manufacturer of
fluid measurement products and systems for the energy industry.
Mr. Schopfer earned a B.S. in Accounting from Louisiana State
University and is a Certified Public Accountant.
    
    Donald A. Sillers, Jr.is the Companys former Chairman of the
Board and Chief Executive Officer, and has served as a director of
the Company since 1970.
    
    Sherrill Stonehas served as Chairman of the Board and Chief
Executive Officer since 1993, and President of the Company from
1986 through 2002 and from 2003 to present. Mr. Stone has also
served as a director of the Company since 1986.
    
    William T. Stroheckerjoined the Company in July 2003 as Executive
Vice President and Chief Operating Officer. Prior to joining
Peerless, Mr. Strohecker served from 2000 to 2003 as President of
HF Controls Corporation. Mr. Strohecker served from 1994 to 2000
as Vice President at Forney Corporation. Mr. Stroheckers
employment with the Company will end on November 2, 2005.
    
    David Taylorjoined the Company in 1988 as a Research Engineer.
Since joining Peerless, Mr. Taylor has served the Company in a
variety of Engineering, Sales and Management positions. In 2000,
Mr. Taylor was appointed Vice President for Separation Filtration
Systems and retains this responsibility on a global basis today.
In July 2004, Mr. Taylor resumed responsibility for Peerless Asia
Pacific operations. Mr. Taylor earned a B.S. in Mechanical
Engineering from Southern Methodist University.
 Audit Committee Members and Audit Committee Financial Expert
  Section 16 (a) Beneficial Ownership Reporting Compliance
  5




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Code of Ethics
 http//:www.peerlessmfg.com
  
 ITEM 11. EXECUTIVE COMPENSATION
  Restricted
    
    UnderlyingAnnual Compensation
    
    Stock
    
    Options/
    
    LTIP
    
    All OtherName and
    
    Fiscal
    
    Salary
    
    Bonus
    
    Other
    
    Awards(s)
    
    SAR's
    
    Payouts
    
    CompensationPrincipal Position
    
    Year
    
    ($)
    
    ($) (1)
    
    ($)
    
    ($)
    
    (#)
    
    ($)
    
    ($) (2)Peter J. Burlage (3)
    
    
    2005
    
    
    $
    137,308
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    3,000
    
    
    $
    
    
    
    
    
    
    
    $
    2,933Executive Vice President
    
    
    2004
    
    
    
    123,891
    
    
    
    
    
    
    
    8,280
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    2,636Chief Operating Officer
    
    
    2003
    
    
    
    112,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,378G. Darwyn Cornwell
    
    
    2005
    
    
    
    134,615
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    3,887Vice President -
    
    
    2004
    
    
    
    99,725
    
    
    
    
    
    
    
    5,733
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    2,867Operations
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sherrill Stone
    
    
    2005
    
    
    
    275,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    11,944Chairman, CEO,
    
    
    2004
    
    
    
    262,656
    
    
    
    
    
    
    
    11,465
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    11,247President
    
    
    2003
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,280William T. Strohecker (4)
    
    
    2005
    
    
    
    195,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    10,565Executive Vice President
    
    
    2004
    
    
    
    184,132
    
    
    
    
    
    
    
    10,191
    
    
    
    
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    9,891Chief Operating Officer
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David Taylor
    
    
    2005
    
    
    
    137,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    2,924Vice President -
    
    
    2004
    
    
    
    123,891
    
    
    
    
    
    
    
    8,280
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    2,626Separation Filtration
    
    
    2003
    
    
    
    112,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,378Richard L. Travis, Jr. (5)
    
    
    2005
    
    
    
    195,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    10,944Chief Finance Officer
    
    
    2004
    
    
    
    187,527
    
    
    
    
    
    
    
    10,191
    
    
    
    
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    10,549Vice President of Adm.
    
    
    2003
    
    
    
    179,231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,783
 
 1)
    
    Bonuses are paid in the fiscal year following the year in which they are earned.2)
    
    Amounts reported for 2005 consist of: (1) personal use of Company vehicles of $2,634,
$6,228 and $6,490 for Messrs. Stone, Strohecker and Travis, respectively; (2) employer
matching contributions under the Companys 401(k) plan of $2,746, $2,692, $5,500, $3,900,
$2,746, and $3,900 for Messrs. Burlage,
 6




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##### Table of Contents



Cornwell, Stone, Strohecker, Taylor and Travis, respectively; and (3) cost of premiums
for group life insurance in excess of $50,000 of $187, $1,194, $3,810 $437, $178, and
$554 for Messrs. Burlage, Cornwell, Stone, Strohecker, Taylor and Travis, respectively.3)
    
    Mr. Burlage is the newly appointed Executive Vice President and Chief Operating
Officer, subsequent to the departure of Mr. Strohecker.4)
    
    Mr. Stroheckers employment with the Company will end on November 2, 2005.5)
    
    Mr. Travis resigned from the Company, effective October 18, 2005.
 Option Grants in 2005 to Senior Officers
   Individual GrantsNumber of
    
    % of TotalSecurities
    
    Options
    
    
    
    
    
    
    
    
    
    Potential Realizable ValueUnderlying
    
    Granted to
    
    Exercise
    
    
    
    
    
    at Assumed Annual Rates ofOptions
    
    Employees in
    
    or Base
    
    
    
    
    
    Stock AppreciationGranted
    
    Fiscal Year
    
    Price
    
    Expiration
    
    for Option Term (1)Name
    
    (2) (#)
    
    2005
    
    ($ per share)
    
    Date (2)
    
    5% ($)
    
    10%($)Peter J. Burlage
    
    
    3,000
    
    
    
    7.21
    %
    
    $
    14.52
    
    
    
    2/3/2015
    
    
    $
    27,395
    
    
    $
    69,423G. Darwyn Cornwell
    
    
    3,000
    
    
    
    7.21
    %
    
    
    14.52
    
    
    
    2/3/2015
    
    
    
    27,395
    
    
    
    69,423Sherrill Stone
    
    
    5,000
    
    
    
    12.02
    %
    
    
    14.52
    
    
    
    2/3/2015
    
    
    
    45,658
    
    
    
    115,706William T. Strohecker
    
    
    5,000
    
    
    
    12.02
    %
    
    
    14.52
    
    
    
    2/3/2015
    
    
    
    45,658
    
    
    
    115,706David Taylor
    
    
    3,000
    
    
    
    7.21
    %
    
    
    14.52
    
    
    
    2/3/2015
    
    
    
    27,395
    
    
    
    69,423Richard L. Travis, Jr.
    
    
    5,000
    
    
    
    12.02
    %
    
    
    14.52
    
    
    
    2/3/2015
    
    
    
    45,658
    
    
    
    115,706
 
 (1)
    
    Caution is recommended in interpreting the financial significance of these figures.
Potential values are based on the assumption that the Companys Common Stock will
appreciate 5% or 10% each year, compounded annually, from the grant date of the option to
the end of the option term, and therefore, the figures are not intended to forecast
possible future appreciation, if any, of the price of the Common Stock or establish a
present value of the options.(2)
    
    All options granted are exercisable for Common Stock pursuant to Peerless Mfg. Co. 2001
Stock Option and Restricted Stock Plan.
 Aggregated Option Exercises in 2005 and Fiscal Year-end Option Values Table
  7




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Number (#) of SecuritiesShares
    
    
    
    
    
    Underlying Unexercised Options
    
    Value ($) of UnexercisedAcquired on
    
    Value
    
    at Fiscal Year Ended
    
    In-the Money OptionsExercise
    
    Realized
    
    June 30, 2005
    
    at June 30, 2005 (1)Name
    
    (#)
    
    ($)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisablePeter J. Burlage
    
    
    4,000
    
    
    $
    35,538
    
    
    
    9,000
    
    
    
    6,000
    
    
    $
    34,610
    
    
    $
    5,580G. Darwyn Cornwell
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    6,000
    
    
    
    1,860
    
    
    
    5,580Sherrill Stone
    
    
    
    
    
    
    
    
    
    
    83,000
    
    
    
    
    
    
    
    543,475
    
    
    
    William T.
Strohecker (2)
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    14,000
    
    
    
    8,415
    
    
    
    25,245David Taylor
    
    
    5,000
    
    
    
    43,986
    
    
    
    6,500
    
    
    
    6,000
    
    
    
    14,141
    
    
    
    5,580Richard L. Travis,
Jr. (3)
    
    
    
    
    
    
    
    
    
    
    11,000
    
    
    
    14,000
    
    
    
    8,415
    
    
    
    25,245
 
 (1)
    
    The closing price for the Companys Common Stock as reported on Nasdaq Stock Market
on June 30, 2005 was $14.50. Value is calculated on the basis of the difference
between $14.50 and the option exercise price of in the money options, multiplied by
the number of shares of our Common Stock underlying the option.(2)
    
    Mr. Stroheckers employment with the Company will end on November 2, 2005.(3)
    
    Mr. Travis resigned from the Company, effective October 18, 2005.
 Employment, Severance and Change in Control Agreements with Certain Executive Officers
  Stone Agreements
 8




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Strohecker Agreements
   Other Officer Agreements
 9




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Report of the Compensation Committee
 www.peerlessmfg.com.
 General Compensation Policy
   10




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##### Table of Contents



Annual Base Compensation
  Annual Bonus Plan
  Equity Compensation Program
   11




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##### Table of Contents



Compensation of Chief Executive Officer
   Deductibility of Compensation
  1995 and 2001 Stock Option and Restricted Stock Plan
   12




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Compensation of Directors
  13




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Stock Price Performance Graph
  The Corporate Performance Graph does not constitute soliciting material and shall not be deemed
incorporated by reference in any filing by the Company under the Securities Act of 1933, as
amended, or the Exchange Act of 1934, as amended.
 
 Cumulative Total Return Analysis
    
    June 2000
    
    June 2001
    
    June 2002
    
    June 2003
    
    June 2004
    
    June 2005PEERLESS MFG. CO.
    
    $
    100.00
    
    
    $
    214.49
    
    
    $
    204.84
    
    
    $
    133.15
    
    
    $
    142.79
    
    
    $
    174.73DOW JONES US INDUSTRIAL AVERAGE
    
    
    100.00
    
    
    
    102.04
    
    
    
    91.52
    
    
    
    91.08
    
    
    
    108.04
    
    
    
    108.76DOW JONES US DIVERSIFIED INDUSTRIALS
    
    
    100.00
    
    
    
    100.70
    
    
    
    66.36
    
    
    
    67.42
    
    
    
    87.17
    
    
    
    90.11
 Source:
    
    Research Data Group, Inc. www.researchdatagroup.com
 14




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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SHAREHOLDER MATTERS
 Equity Compensation Plan Information
  Number ofsecuritiesavailable forfuture issuancesNumber of
    
    
    
    
    
    under equitysecurities to be
    
    
    
    
    
    compensation plansissued upon
    
    Weighted-average
    
    (excludingexercise of
    
    exercise price of
    
    securitiesoutstanding options
    
    outstanding options
    
    reflected in column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security
holders (1)
    
    
    237,950
    
    
    $
    11.22
    
    
    
    121,200Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    237,950
    
    
    $
    11.22
    
    
    
    121,200
 
 (1)
    
    Includes the 1995 Stock Option and Restricted Stock Plan and the 2001 Stock Option and
Restricted Stock Plan. Security Ownership of Management and Certain Beneficial Owners
  
    
    Each person who is known by us to own beneficially more than 5% of the
outstanding shares of our Common Stock;
    
    Each of our directors and director nominees;
    
    Each of our senior officers named in the Summary Compensation; and
    
    All of our directors and senior officers as a group.
  15




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Security Ownership of Management and Certain Beneficial Owners
 NumberName
    
    of Shares
    
    
    PercentPeter J. Burlage (1)
    
    
    10,000
    
    
    
    *G. Darwyn Cornwell (2)
    
    
    3,000
    
    
    
    *Bernard S. Lee (3)
    
    
    15,000
    
    
    
    *Joseph V. Mariner, Jr. (4)
    
    
    5,700
    
    
    
    *R. Clayton Mulford (5)
    
    
    3,000
    
    
    
    *Donald A. Sillers, Jr. (6)
    
    
    69,121
    
    
    
    2.3
    %Sherrill Stone (7)
    
    
    129,716
    
    
    
    4.2
    %William T. Strohecker (8)
    
    
    6,000
    
    
    
    *David Taylor (9)
    
    
    7,500
    
    
    
    *Richard L. Travis, Jr. (10)
    
    
    15,000
    
    
    
    *Royce & Associates (11)
    
    
    415,400
    
    
    
    13.7
    %1414 Avenue of the AmericasNew York, NY 10019Brown Advisory Holdings (12)
    
    
    361,101
    
    
    
    11.9
    %901 South Bond StreetBaltimore, Maryland 21231All directors and senior officers
    
    
    264,037
    
    
    
    8.3
    %as a group (10 persons) (13)
 
 *
    
    Denotes ownership of less than 1%(1)
    
    Includes 10,000 shares issuable pursuant to options to purchase Common Stock.(2)
    
    Includes 2,000 shares issuable pursuant to options to purchase Common Stock. Does
not include 1,000 shares owned of record by Linda Cornwell, Mr. Cornwells wife, as to
which shares Mr. Cornwell disclaims any beneficial interest.(3)
    
    Includes 4,000 shares issuable pursuant to options to purchase Common Stock.(4)
    
    Includes 3,000 shares issuable pursuant to options to purchase Common Stock.(5)
    
    Includes 3,000 shares issuable pursuant to options to purchase Common Stock.(6)
    
    Includes 11,400 shares issuable pursuant to options to purchase Common Stock. Does
not include 1,878 shares owned of record by Virginia Sillers, Mr. Sillers wife, as to
which shares Mr. Sillers
disclaims any beneficial interest.(7)
    
    Includes 83,000 shares issuable pursuant to options to purchase Common Stock. Does
not include 300 shares owned of record by Jo Ann Stone, Mr. Stones wife, as to which
shares Mr. Stone disclaims any beneficial interest.(8)
    
    Includes 6,000 shares issuable pursuant to options to purchase Common Stock.(9)
    
    Includes 7,500 shares issuable pursuant to options to purchase Common Stock.(10)
    
    Includes 14,000 shares issuable pursuant to options to purchase Common Stock.(11)
    
    The information is based on a Schedule 13G filed with the Securities and Exchange
Commission on February 1, 2005(12)
    
    The information is based on a Schedule 13G/A filed with the Securities and Exchange
Commission on June 10, 2005(13)
    
    Includes 143,900 shares issuable pursuant to options to purchase Common Stock. 16




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND EXPENSES
   Audit Fees.
 Audit Related Fees
 Tax Fees.
 All Other Fees.
 17




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PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The exhibits listed in the accompanying Exhibit Index are filed as part of this Report. See
the exhibit index, which is included in this Report beginning on page 19.
 
 SIGNATURE
  PEERLESS MFG. CO.By:
    
    /s/ Sherrill StoneSherrill StoneChairman of the Board and Chief Executive OfficerDate: October 28, 2005
 18




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##### Table of Contents



INDEX TO EXHIBITS
 No.
    
    Exhibit Description3(a)
    
    Articles of Incorporation, as amended to date (filed as Exhibit 3(a) to
our Quarterly Report on Form 10-Q, for the fiscal quarter ended
December 31, 1997, and incorporated herein by reference).3(b)
    
    Bylaws, as amended to date (filed as Exhibit 3(b) to our Quarterly
Report on Form 10-Q, for the quarter ended December 31, 2003, and
incorporated herein by reference).4(a)
    
    Rights Agreement between Peerless Mfg. Co. and Mellon Investor
Services, LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as
Rights Agent (filed as Exhibit 1 to our Registration Statement on Form
8-A (File No. 0-05214), dated May 22, 1997, and incorporated herein by
reference).4(b)
    
    Amendment to Rights Agreement between Peerless Mfg. Co. and Mellon
Investor Services, LLC, as Rights Agent (filed as Exhibit 2 to our
Registration Statement on Form 8-A, dated August 30, 2001, and
incorporated herein by reference).10(a)
    
    Incentive Compensation Plan effective January 1, 1981, as amended
January 23, 1991 (filed as Exhibit 10(b) to our Annual Report on Form
10-K, for the fiscal year ended June 30, 1991, and incorporated herein
by reference).10(b)
    
    Peerless Mfg. Co. 1995 Stock Option and Restricted Stock Plan (filed as
Exhibit 10(h) to our Annual Report on Form 10-K, for the fiscal year
ended June 30, 1997, and incorporated herein by reference).10(c)
    
    Amendment to Peerless Mfg. Co. 1995 Stock Option and Restricted Stock
Plan dated November 11, 1999 (filed as Exhibit 10(h) to our Quarterly
Report on Form 10-Q, for the fiscal quarter ended December 31, 1999,
and incorporated herein by reference).10(d)
    
    Peerless Mfg. Co. 2001 Stock Option and Restricted Stock Plan (filed as
Appendix B to our Proxy Statement on Schedule 14A dated October 24,
2001, and incorporated herein by reference).10(e)
    
    Asset Purchase Agreement dated February 25, 2000, by and between PMC
Acquisition, Inc. and ABCO Industries, Inc. (filed as Exhibit 2.1 to
our Current Report on Form 8-K dated February 25, 2000, and
incorporated herein by reference).10(f)
    
    Credit Agreement, Guaranty Agreement, Master Revolving Note, and
Security Agreement each dated as of October 30, 2003, by and between
Peerless Mfg. Co. and Comerica Bank (filed as Exhibits 10(a) through
10(d) to our Quarterly Report on Form 10-Q, for the fiscal quarter
ended December 31, 2003, and incorporated herein by reference).10(g)
    
    Employment Agreement dated July 20, 2001, by and between Peerless Mfg.
Co. and Sherrill Stone (filed as Exhibit 10(i) to our Quarterly Report
on Form 10-Q, for the fiscal quarter ended September 30, 2001, and
incorporated herein by reference).
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##### Table of Contents



INDEX
TO EXHIBITS  CONTINUED
 No.
    
    Exhibit Description10(h)
    
    Agreement dated July 20, 2001, by and between Peerless Mfg. Co. and
Sherrill Stone (filed as Exhibit 10(k) to our Quarterly Report on Form
10-Q, for the fiscal quarter ended September 30, 2001, and incorporated
herein by reference).10 (i)
    
    Agreement dated August 12, 2002, by and between Peerless Mfg. Co. and
Richard L. Travis, Jr. (filed as Exhibit 10(o) to our Quarterly Report
on Form 10-Q, for the fiscal quarter ended September 30, 2002, and
incorporated herein by reference).10 (j)
    
    Employment agreement dated February 11, 2005, by and between Peerless
Mfg. Co. and Richard L. Travis, Jr. (filed as Exhibit 10(f) to our
Quarterly Report on Form 10-Q, for the fiscal quarter ended March 31,
2005, and incorporated herein by reference).10 (k)
    
    Employment Agreement dated July 16, 2003, by and between Peerless Mfg.
Co. and William T. Strohecker (filed as Exhibit 10(m) to our Quarterly
Report on Form 10-Q, for the fiscal quarter ended September 30, 2003,
and incorporated herein by reference).10 (l)
    
    Agreement dated July 16, 2003, by and between Peerless Mfg. Co. and
William T. Strohecker (filed as Exhibit 10(n) to our Quarterly Report
on Form 10-Q, for the fiscal quarter ended September 30, 2003, and
incorporated herein by reference).10 (m)
    
    Employment Agreement dated October 10, 2003, by and between Peerless
Mfg. Co. and David Taylor (filed as Exhibit 10(f) to our Quarterly
Report on Form 10-Q, for the fiscal quarter ended December 31, 2003,
and incorporated herein by reference).10 (n)
    
    Employment Agreement dated October 10, 2003, by and between Peerless
Mfg. Co. and Peter J. Burlage (filed as Exhibit 10(e) to our Quarterly
Report on Form 10-Q, for the fiscal quarter ended December 31, 2003,
and incorporated herein by reference).10 (o)
    
    Employment Agreement dated July 1, 2004, by and between Peerless Mfg.
Co. and G. Darwyn Cornwell. (filed as Exhibit 10(q) to our Annual
Report on Form 10-K, for the fiscal year ended June 30, 2004, and
incorporated herein by reference).10 (p)
    
    Key Employee Bonus Plan effective as of January 4, 2005 (filed as
Exhibit 10.4 to our current Report on Form 8-K dated February 9, 2005,
and incorporated herein by reference).10 (q)
    
    Description of Compensation Payable to Non-employee Directors (filed as
Exhibit 10(b) to our current Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2005, and incorporated herein by
reference).
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##### Table of Contents



INDEX
TO EXHIBITS  CONTINUED
 No.
    
    Exhibit Description10 (r)
    
    Form of Non-Employee Director Stock Option Agreement (filed as Exhibit
10.1 to our Current Report on Form 8-K on February 9, 2005, and
incorporated herein by reference).10( s)
    
    Form of Chief Executive Officer Stock Option Agreement (filed as
Exhibit 10.2 to our Current Report on Form 8-K on February 9, 2005,
and incorporated herein by reference).10 (t)
    
    Form of Executive Stock Option Agreement (filed as Exhibit 10.3 to our
Current Report on Form 8-K on February 9, 2005, and incorporated herein
by reference).21
    
    Subsidiaries of Peerless Mfg. Co.23
    
    Consent of Grant Thornton LLP.31(a)
    
    Rule 13a  14(a)/15d  14(a) Certification of Chief Executive Officer.31(b)
    
    Rule 13a  14(a)/15d  14(a) Certification of Chief Financial Officer.31(c)
    
    Rule 13a  14(a)/15d  14(a) Certification of Chief Executive Officer. *31(d)
    
    Rule 13a  14(a)/15d  14(a) Certification of Chief Financial Officer. *32(a)
    
    Section 1350 Certification of Chief Executive Officer.32(b)
    
    Section 1350 Certification of Chief Financial Officer.
 
 *
    
    Filed herewith  
 http://www.peerlessmfg.com http://www.sec.gov.
 21