DIRECTOR
AND OFFICER INDEMNIFICATION AGREEMENT

This Director and Officer
Indemnification Agreement, dated as of July 22, 2005 (this
"Agreement"), is made by and between
Proliance International, Inc., a Delaware corporation (the
"Company"), and
                                                        
("Indemnitee").

RECITALS:

A.    Section  141 of the Delaware
General Corporation Law provides that the business and affairs of a
corporation will be managed by or under the direction of its board of
directors.

B.    Pursuant to Sections  141 and 142 of
the Delaware General Corporation Law, significant authority with
respect to the management of the Company has been delegated to the
officers of the Company.

C.    By virtue of the managerial
prerogatives vested in the directors and officers of a Delaware
corporation, directors and officers act as fiduciaries of the
corporation and its stockholders.

D.    Thus, it is critically
important to the Company and its stockholders that the Company be able
to attract and retain the most capable persons reasonably available to
serve as directors and officers of the Company.

E.    In
recognition of the need for corporations to be able to induce capable
and responsible persons to accept positions in corporate management,
Delaware law authorizes (and in some instances requires) corporations
to indemnify their directors and officers and further authorizes
corporations to purchase and maintain insurance for the benefit of
their directors and officers.

F.    The Delaware courts have
recognized that indemnification by a corporation serves the dual
policies of (1)  allowing corporate officials to resist
unjustified lawsuits, secure in the knowledge that, if vindicated, the
corporation will bear the expense of litigation and (2)
encouraging capable women and men to serve as corporate directors and
officers, secure in the knowledge that the corporation will absorb the
costs of defending their honesty and integrity.

G.    The
number of lawsuits challenging the judgment and actions of directors
and officers of Delaware corporations, the costs of defending those
lawsuits and the threat to directors' and officers'
personal assets have all materially increased over the past several
years, chilling the willingness of capable women and men to undertake
the responsibilities imposed on corporate directors and officers.

H.    Recent federal legislation and rules adopted by the
Securities and Exchange Commission and the national securities
exchanges have imposed additional disclosure and corporate governance
obligations on directors and officers of public companies and have
exposed such directors and officers to new and substantially broadened
civil liabilities.

I.    These legislative and regulatory
initiatives have also exposed directors and officers of public
companies to a significantly greater risk of criminal proceedings, with
attendant defense costs and potential criminal fines and penalties.

J.    Under Delaware law, the right of a director or officer to be
reimbursed for the costs of defense of criminal actions, whether such
claims are asserted under state or federal law, does not depend upon
the merits of the claims asserted against the director or officer and
is separate and distinct from any right to indemnification the director
or officer may be able to establish, and indemnification of the
director or officer against criminal fines and penalties is permitted
if the director or officer satisfies the applicable standard of
conduct.

K.    Indemnitee is a director and/or officer of the
Company and his/her willingness to serve in such capacity is
predicated, in substantial part, upon the Company's willingness
to indemnify him/her in accordance with the principles reflected above,
to the fullest extent permitted by the laws of the state of Delaware,
and upon the other undertakings set forth in this Agreement.

L.    Therefore, (1) in recognition of the need to provide
Indemnitee with substantial protection against personal liability, (2)
in order to procure Indemnitee's continued service as a director
and 









officer of the Company and to enhance
Indemnitee's ability to serve the Company in an effective manner,
and (3) in order to provide such protection pursuant to express
contract rights (intended to be enforceable irrespective of, among
other things, any amendment to the Company's certificate of
incorporation or bylaws (collectively, the
"Constituent Documents"), any change
in the composition of the Company's Board of Directors (the
"Board") or any change-in-control or
business combination transaction relating to the Company), the Company
wishes to provide in this Agreement for the indemnification of and the
advancement of Expenses (as defined in Section 1(e)) to Indemnitee as
set forth in this Agreement and for the continued coverage of
Indemnitee under the Company's directors' and
officers' liability insurance policies.

M.    In light
of the considerations referred to in the preceding recitals, it is the
Company's intention and desire that the provisions of this
Agreement be construed liberally, subject to their express terms, to
maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as
follows:


1.    Certain Definitions.     In addition
to terms defined elsewhere herein, the following terms have the
following meanings when used in this Agreement with initial capital
letters:

(a)    "Change in
Control" means the occurrence after the date of this
Agreement of any of the following events:

(i)    the acquisition by any individual, entity
or group (within the meaning of Section  13(d)(3) or 14(d)(2) of
the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of the combined voting
power of the then-outstanding Voting Stock of the Company;
provided, however, that:

(A)    for purposes of this Section
1(a)(i), the following acquisitions will not constitute a Change in
Control: (1)  any acquisition of Voting Stock of the Company
directly from the Company that is approved by a majority of the
Incumbent Directors; (2)  any acquisition of Voting Stock of the
Company by the Company or any Subsidiary; (3)  any acquisition of
Voting Stock of the Company by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Subsidiary; and
(4) any acquisition of Voting Stock of the Company by any Person
pursuant to a Business Combination that complies with clauses (A), (B)
and (C) of Section  1(a)(iii) below;

(B)    if any Person acquires beneficial ownership
of 20% or more of combined voting power of the then-outstanding
Voting Stock of the Company as a result of a transaction described in
clause (A)(1) of Section  1(a)(i) and such Person thereafter
becomes the beneficial owner of any additional shares of Voting Stock
of the Company representing 1% or more of the then-outstanding
Voting Stock of the Company, other than in an acquisition directly from
the Company that is approved by a majority of the Incumbent Directors
or other than as a result of a stock dividend, stock split or similar
transaction effected by the Company in which all holders of Voting
Stock are treated equally, such subsequent acquisition will be deemed
to constitute a Change in Control;

(C)    a
Change in Control will not be deemed to have occurred if a Person
acquires beneficial ownership of 20% or more of the Voting Stock
of the Company as a result of a reduction in the number of shares of
Voting Stock of the Company outstanding unless and until such Person
thereafter becomes the beneficial owner of any additional shares of
Voting Stock of the Company representing 1% or more of the
then-outstanding Voting Stock of the Company, other than in an
acquisition directly from the Company that is approved by a majority of
the Incumbent Directors or other than as a result of a stock dividend,
stock split or similar transaction effected by the Company in which all
holders of Voting Stock are treated equally; and

(D)    if at least a majority of the Incumbent
Directors determine in good faith that a Person has acquired beneficial
ownership of 20% or more of the Voting Stock of the


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Company inadvertently, and such Person divests
as promptly as practicable a sufficient number of shares so that such
Person beneficially owns less than 20% of the Voting Stock of
the Company, then no Change in Control will be deemed to have occurred
as a result of such Person's acquisition; or

(ii)    a majority of the Directors are not
Incumbent Directors; or

(iii)    the
consummation of a reorganization, merger or consolidation, or sale or
other disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another corporation, or other
transaction (each, a "Business
Combination"), unless, in each case, immediately
following such Business Combination (A)  all or substantially all
of the individuals and entities who were the beneficial owners of
Voting Stock of the Company immediately prior to such Business
Combination beneficially own, directly or indirectly, more than
60% of the combined voting power of the then outstanding shares
of Voting Stock of the entity resulting from such Business Combination
(including an entity which as a result of such transaction owns the
Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries), (B)  no
Person (other than the Company, such entity resulting from such
Business Combination or any employee benefit plan (or related trust)
sponsored or maintained by the Company, any Subsidiary or such entity
resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of the combined voting power of the
then outstanding shares of Voting Stock of the entity resulting from
such Business Combination, and (C)  at least a majority of the
members of the Board of Directors of the entity resulting from such
Business Combination were Incumbent Directors at the time of the
execution of the initial agreement or of the action of the Board
providing for such Business Combination; or

(iv)    approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company, except
pursuant to a Business Combination that complies with clauses (A), (B)
and (C) of Section  1(a)(iii).

(v)    For purposes of this Section  1(a)
and as used elsewhere in this Agreement, the following terms have the
following meanings:

(A)    "Exchange
Act" means the Securities Exchange Act of 1934, as
amended.

(B)    "Incumbent
Directors" means the individuals who, as of the date
hereof, are Directors of the Company and any individual becoming a
Director subsequent to the date hereof whose election, nomination for
election by the Company's stockholders or appointment, was
approved by a vote of at least two-thirds of the then Incumbent
Directors (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for
director, without objection to such nomination); provided,
however, that an individual will not be an Incumbent Director if
such individual's election or appointment to the Board occurs as
a result of an actual or threatened election contest (as described in
Rule  14a-12(c) of the Exchange Act) with respect to the election
or removal of Directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the
Board.

(C)    "Subsidiary"
means an entity in which the Company directly or indirectly
beneficially owns 50% or more of the outstanding Voting
Stock.

(D)    "Voting
Stock" means securities entitled to vote generally in
the election of directors (or similar governing bodies).

(b)    "Claim"
means (i)  any threatened, asserted, pending or completed claim,
demand, action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, investigative or other, and whether made
pursuant to federal, state or other law, and (ii)  any
threatened, pending or completed inquiry or investigation, whether
made, instituted or conducted by the Company or any other person,
including any federal, state or other governmental entity, that
Indemnitee determines might lead to the institution of any such claim,
demand, action, suit or proceeding.

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(c)    "Controlled
Affiliate" means any corporation, limited liability
company, partnership, joint venture, trust or other entity or
enterprise, whether or not for profit, that is directly or indirectly
controlled by the Company. For purposes of this definition,
"control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the
management or policies of an entity or enterprise, whether through the
ownership of voting securities, through other voting rights, by
contract or otherwise; provided that direct or indirect
beneficial ownership of capital stock or other interests in an entity
or enterprise entitling the holder to cast 20% or more of the
total number of votes generally entitled to be cast in the election of
directors (or persons performing comparable functions) of such entity
or enterprise will be deemed to constitute control for purposes of this
definition.

(d)    "Disinterested
Director" means a director of the Company who is not
and was not a party to the Claim in respect of which indemnification is
sought by Indemnitee.

(e)    "Expenses"
means attorneys' and experts' fees and expenses and all
other costs and expenses paid or payable in connection with
investigating, defending, being a witness in or participating in
(including on appeal), or preparing to investigate, defend, be a
witness in or participate in (including on appeal), any Claim.

(f)    "Indemnifiable
Claim" means any Claim based upon, arising out of or
resulting from (i)  any actual, alleged or suspected act or
failure to act by Indemnitee in his or her capacity as a director,
officer, employee or agent of the Company or as a director, officer,
employee, member, manager, trustee or agent of any other corporation,
limited liability company, partnership, joint venture, trust or other
entity or enterprise, whether or not for profit, as to which Indemnitee
is or was serving at the request of the Company as a director, officer,
employee, member, manager, trustee or agent, (ii)  any actual,
alleged or suspected act or failure to act by Indemnitee in respect of
any business, transaction, communication, filing, disclosure or other
activity of the Company or any other entity or enterprise referred to
in clause (i) of this sentence, or (iii)  Indemnitee's
status as a current or former director, officer, employee or agent of
the Company or as a current or former director, officer, employee,
member, manager, trustee or agent of the Company or any other entity or
enterprise referred to in clause  (i) of this sentence or any
actual, alleged or suspected act or failure to act by Indemnitee in
connection with any obligation or restriction imposed upon Indemnitee
by reason of such status. In addition to any service at the actual
request of the Company, for purposes of this Agreement, Indemnitee will
be deemed to be serving or to have served at the request of the Company
as a director, officer, employee, member, manager, trustee or agent of
another entity or enterprise if Indemnitee is or was serving as a
director, officer, employee, member, manager, trustee or agent of such
entity or enterprise and (i)  such entity or enterprise is or at
the time of such service was a Controlled Affiliate, (ii)  such
entity or enterprise is or at the time of such service was an employee
benefit plan (or related trust) sponsored or maintained by the Company
or a Controlled Affiliate, or (iii)  the Company or a Controlled
Affiliate directly or indirectly caused or authorized Indemnitee to be
nominated, elected, appointed, designated, employed, engaged or
selected to serve in such capacity.

(g)    "Indemnifiable
Losses" means any and all Losses relating to, arising
out of or resulting from any Indemnifiable Claim.

(h)    "Independent
Counsel" means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent
(i)  the Company (or any Subsidiary) or Indemnitee in any matter
material to either such party (other than with respect to matters
concerning the Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii)  any other
named (or, as to a threatened matter, reasonably likely to be named)
party to the Indemnifiable Claim giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term
"Independent Counsel" will not include any
person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either
the Company or Indemnitee in an action to determine Indemnitee's
rights under this Agreement.

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(i)    "Losses"
means any and all Expenses, damages, losses, liabilities, judgments,
fines, penalties (whether civil, criminal or other) and amounts paid in
settlement, including all interest, assessments and other charges paid
or payable in connection with or in respect of any of the
foregoing.


2.    Indemnification Obligation.
    Subject to Section  7, the Company will indemnify, defend
and hold harmless Indemnitee, to the fullest extent permitted or
required by the laws of the State of Delaware in effect on the date
hereof or as such laws may from time to time hereafter be amended to
increase the scope of such permitted indemnification, against any and
all Indemnifiable Claims and Indemnifiable Losses; provided,
however, that, except as provided in Sections  4 and 20,
Indemnitee will not be entitled to indemnification pursuant to this
Agreement in connection with any Claim initiated by Indemnitee against
the Company or any director or officer of the Company unless the
Company has joined in or consented to the initiation of such Claim.


3.    Advancement of Expenses.    Indemnitee will have
the right to advancement by the Company prior to the final disposition
of any Indemnifiable Claim of any and all Expenses relating to, arising
out of or resulting from any Indemnifiable Claim paid or incurred by
Indemnitee or which Indemnitee determines are reasonably likely to be
paid or incurred by Indemnitee. Indemnitee's right to such
advancement is not subject to the satisfaction of any standard of
conduct. Without limiting the generality or effect of the foregoing,
within five business days after any request by Indemnitee, the Company
will, in accordance with such request (but without duplication),
(a)  pay such Expenses on behalf of Indemnitee, (b)
advance to Indemnitee funds in an amount sufficient to pay such
Expenses, or (c) reimburse Indemnitee for such Expenses;
provided that Indemnitee will repay, without interest, any
amounts actually advanced to Indemnitee that, at the final disposition
of the Indemnifiable Claim to which the advance related, were in excess
of amounts paid or payable by Indemnitee in respect of Expenses
relating to, arising out of or resulting from such Indemnifiable Claim.
In connection with any such payment, advancement or reimbursement,
Indemnitee will execute and deliver to the Company an undertaking,
which need not be secured and will be accepted without reference to
Indemnitee's ability to repay the Expenses, by or on behalf of
the Indemnitee, to repay any amounts paid, advanced or reimbursed by
the Company in respect of Expenses relating to, arising out of or
resulting from any Indemnifiable Claim in respect of which it is
determined, following the final disposition of such Indemnifiable Claim
and in accordance with Section  7, that Indemnitee is not
entitled to indemnification hereunder.


4.    Indemnification for Additional Expenses.    Without
limiting the generality or effect of the foregoing, the Company will
indemnify and hold harmless Indemnitee against and, if requested by
Indemnitee, will reimburse Indemnitee for, or advance to Indemnitee,
within five business days of such request, any and all Expenses paid or
incurred by Indemnitee or which Indemnitee determines are reasonably
likely to be paid or incurred by Indemnitee in connection with any
Claim made, instituted or conducted by Indemnitee for (a)
indemnification or reimbursement or advance payment of Expenses by the
Company under any provision of this Agreement, or under any other
agreement or provision of the Constituent Documents now or hereafter in
effect relating to Indemnifiable Claims, and/or (b)  recovery
under any directors' and officers' liability insurance
policies maintained by the Company, regardless in each case of whether
Indemnitee ultimately is determined to be entitled to such
indemnification, reimbursement, advance or insurance recovery, as the
case may be; provided, however, that Indemnitee will
return, without interest, any such advance of Expenses (or portion
thereof) which remains unspent at the final disposition of the Claim to
which the advance related.


5.    Partial
Indemnity.    If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion
of any Indemnifiable Loss, but not for all of the total amount thereof,
the Company will nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.


6.    Procedure
for Notification.    To obtain indemnification under this
Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss,
Indemnitee will submit to the Company a written request therefor,
including a brief description (based upon information then available to
Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at
the time of the receipt of such request, the Company 

5









has directors' and officers'
liability insurance in effect under which coverage for such
Indemnifiable Claim or Indemnifiable Loss is potentially available, the
Company will give prompt written notice of such Indemnifiable Claim or
Indemnifiable Loss to the applicable insurers in accordance with the
procedures set forth in the applicable policies. The Company will
provide to Indemnitee a copy of such notice delivered to the applicable
insurers, and copies of all subsequent correspondence between the
Company and such insurers regarding the Indemnifiable Claim or
Indemnifiable Loss, in each case substantially concurrently with the
delivery or receipt thereof by the Company. The failure by Indemnitee
to timely notify the Company of any Indemnifiable Claim or
Indemnifiable Loss will not relieve the Company from any liability
hereunder unless, and only to the extent that, the Company did not
otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and
such failure results in forfeiture by the Company of substantial
defenses, rights or insurance coverage.


7.    Determination
of Right to Indemnification.


(a)    To the
extent that Indemnitee is successful on the merits or otherwise in
defense of any Indemnifiable Claim or any portion thereof or in defense
of any issue or matter therein, including dismissal without prejudice,
Indemnitee will be indemnified against all Indemnifiable Losses
relating to, arising out of or resulting from such Indemnifiable Claim
in accordance with Section  2 and no Standard of Conduct
Determination (as defined in Section  7(b)) will be required.

(b)    To the extent that the provisions of
Section  7(a) are inapplicable to an Indemnifiable Claim that is
finally disposed of, any determination of whether Indemnitee has
satisfied any applicable standard of conduct under Delaware law that is
a legally required condition precedent to indemnification of Indemnitee
hereunder against Indemnifiable Losses relating to, arising out of or
resulting from such Indemnifiable Claim (a "Standard
of Conduct Determination") will be made as follows:
(i)  if a Change in Control has not occurred, or if a Change in
Control has occurred but Indemnitee has requested that the Standard of
Conduct Determination be made pursuant to this clause (i), (A)
by a majority vote of the Disinterested Directors, even if less than a
quorum of the Board, (B)  if such Disinterested Directors so
direct, by a majority vote of a committee of Disinterested Directors
designated by a majority vote of all Disinterested Directors, or
(C)  if there are no such Disinterested Directors, by Independent
Counsel in a written opinion addressed to the Board, a copy of which
will be delivered to Indemnitee; and (ii)  if a Change in Control
has occurred and Indemnitee has not requested that the Standard of
Conduct Determination be made pursuant to clause  (i), by
Independent Counsel in a written opinion addressed to the Board, a copy
of which will be delivered to Indemnitee. Indemnitee will cooperate
with the person or persons making such Standard of Conduct
Determination, including providing to such person or persons, upon
reasonable advance request, any documentation or information which is
not privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such
determination. The Company will indemnify and hold harmless Indemnitee
against and, if requested by Indemnitee, will reimburse Indemnitee for,
or advance to Indemnitee, within five business days of such request,
any and all costs and expenses (including attorneys' and
experts' fees and expenses) incurred by Indemnitee in so
cooperating with the person or persons making such Standard of Conduct
Determination.

(c)    The Company will use its
reasonable best efforts to cause any Standard of Conduct Determination
required under Section  7(b) to be made as promptly as
practicable. If (i)  the person or persons empowered or selected
under Section  7 to make the Standard of Conduct Determination
has not made a determination within 30  days after the later of
(A)  receipt by the Company of written notice from Indemnitee
advising the Company of the final disposition of the applicable
Indemnifiable Claim (the date of such receipt being the
"Notification Date") and (B)
the selection of an Independent Counsel, if such determination is to be
made by Independent Counsel, that is permitted under the provisions of
Section  7(e) to make such determination and (ii)
Indemnitee has fulfilled his/her obligations set forth in the second
sentence of Section  7(b), then Indemnitee will be deemed to have
satisfied the applicable standard of conduct; provided that such
30-day period may be extended for a reasonable time, not to exceed an
additional 

6









30  days, if the person or persons
making such determination in good faith requires such additional time
for the obtaining or evaluation or documentation and/or information
relating thereto.

(d)    If (i)
Indemnitee is entitled to indemnification hereunder against any
Indemnifiable Losses pursuant to Section  7(a), (ii)  no
determination of whether Indemnitee has satisfied any applicable
standard of conduct under Delaware law is a legally required condition
precedent to indemnification of Indemnitee hereunder against any
Indemnifiable Losses, or (iii)  Indemnitee has been determined or
deemed pursuant to Section  7(b) or (c) to have satisfied any
applicable standard of conduct under Delaware law which is a legally
required condition precedent to indemnification of Indemnitee hereunder
against any Indemnifiable Losses, then the Company will pay to
Indemnitee, within five business days after the later of (x)  the
Notification Date in respect of the Indemnifiable Claim or portion
thereof to which such Indemnifiable Losses are related, out of which
such Indemnifiable Losses arose or from which such Indemnifiable Losses
resulted and (y)  the earliest date on which the applicable
criterion specified in clause (i), (ii) or (iii) above is satisfied, an
amount equal to the amount of such Indemnifiable Losses.

(e)    If a Standard of Conduct Determination is
to be made by Independent Counsel pursuant to Section  7(b)(i),
the Independent Counsel will be selected by the Board of Directors, and
the Company will give written notice to Indemnitee advising him or her
of the identity of the Independent Counsel so selected. If a Standard
of Conduct Determination is to be made by Independent Counsel pursuant
to Section  7(b)(ii), the Independent Counsel will be selected by
Indemnitee, and Indemnitee will give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In
either case, Indemnitee or the Company, as applicable, may, within five
business days after receiving written notice of selection from the
other, deliver to the other a written objection to such selection;
provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not
satisfy the criteria set forth in the definition of
"Independent Counsel" in Section  1(h),
and the objection must set forth with particularity the factual basis
of such assertion. Absent a proper and timely objection, the person or
firm so selected will act as Independent Counsel. If such written
objection is properly and timely made and substantiated, (i)  the
Independent Counsel so selected may not serve as Independent Counsel
unless and until such objection is withdrawn or a court has determined
that such objection is without merit and (ii)  the non-objecting
party may, at its option, select an alternative Independent Counsel and
give written notice to the other party advising such other party of the
identity of the alternative Independent Counsel so selected, in which
case the provisions of the two immediately preceding sentences and
clause  (i) of this sentence will apply to such subsequent
selection and notice. If applicable, the provisions of clause
(ii) of the immediately preceding sentence will apply to successive
alternative selections. If no Independent Counsel that is permitted
under the foregoing provisions of this Section  7(e) to make the
Standard of Conduct Determination is selected within 30  days
after the Company gives its initial notice pursuant to the first
sentence of this Section  7(e) or Indemnitee gives its initial
notice pursuant to the second sentence of this Section  7(e), as
the case may be, either the Company or Indemnitee may petition the
Court of Chancery of the State of Delaware for resolution of any
objection which has been made by the Company or Indemnitee to the
other's selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person or firm selected by the
Court or by such other person as the Court designates, and the person
or firm with respect to whom all objections are so resolved or the
person or firm so appointed will act as Independent Counsel. In all
events, the Company will pay all of the reasonable fees and expenses of
the Independent Counsel incurred in connection with the Independent
Counsel's determination pursuant to Section  7(b).


8.    Presumption of Entitlement.    In making any
Standard of Conduct Determination, the person or persons making such
determination will presume that Indemnitee has satisfied the applicable
standard of conduct, and the Company may overcome such presumption only
by its adducing clear and convincing evidence to the contrary. Any
Standard of Conduct Determination that is adverse to Indemnitee may be
challenged by the Indemnitee in the Court of Chancery of the State of
Delaware. 

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No determination by the Company (including by
its directors or any Independent Counsel) that Indemnitee has not
satisfied any applicable standard of conduct will be a defense to any
Claim by Indemnitee for indemnification or reimbursement or advance
payment of Expenses by the Company hereunder or create a presumption
that Indemnitee has not met any applicable standard of conduct.


9.    No Other Presumption.    For purposes of this
Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea
of nolo contendere or its equivalent, will not create a
presumption that Indemnitee did not meet any applicable standard of
conduct or that indemnification hereunder is otherwise not
permitted.


10.    Non-Exclusivity.    The rights of
Indemnitee hereunder will be in addition to any other rights Indemnitee
may have under the Constituent Documents, or the substantive laws of
the Company's jurisdiction of incorporation, any other contract
or otherwise (collectively, "Other Indemnity
Provisions"); provided, however, that
(a)  to the extent that Indemnitee otherwise would have any
greater right to indemnification under any Other Indemnity Provision,
Indemnitee will be deemed to have such greater right hereunder and
(b)  to the extent that any change is made to any Other Indemnity
Provision which permits any greater right to indemnification than that
provided under this Agreement as of the date hereof, Indemnitee will be
deemed to have such greater right hereunder. The Company will not adopt
any amendment to any of the Constituent Documents the effect of which
would be to deny, diminish or encumber Indemnitee's right to
indemnification under this Agreement or any Other Indemnity
Provision.


11.    Liability Insurance and
Funding.    For the duration of Indemnitee's service as a
director and/or officer of the Company, and thereafter for so long as
Indemnitee is subject to any pending or possible Indemnifiable Claim,
the Company will use commercially reasonable efforts (taking into
account the scope and amount of coverage available relative to the cost
thereof) to cause to be maintained in effect policies of
directors' and officers' liability insurance providing
coverage for directors and/or officers of the Company that is at least
substantially comparable in scope and amount to that provided by the
Company's current policies of directors' and
officers' liability insurance. The Company will provide
Indemnitee with a copy of all directors' and officers'
liability insurance applications, binders, policies, declarations,
endorsements and other related materials and will provide Indemnitee
with a reasonable opportunity to review and comment on the same.
Without limiting the generality or effect of the two immediately
preceding sentences, the Company will not discontinue or significantly
reduce the scope or amount of coverage from one policy period to the
next (i) without the prior approval thereof by a majority vote of the
Incumbent Directors, even if less than a quorum, or (ii)  if at
the time that any such discontinuation or significant reduction in the
scope or amount of coverage is proposed there are no Incumbent
Directors, without the prior written consent of Indemnitee (which
consent will not be unreasonably withheld or delayed). In all policies
of directors' and officers' liability insurance obtained by
the Company, Indemnitee will be named as an insured in such a manner as
to provide Indemnitee the same rights and benefits, subject to the same
limitations, as are accorded to the Company's directors and
officers most favorably insured by such policy. The Company may, but
will not be required to, create a trust fund, grant a security interest
or use other means, including a letter of credit, to ensure the payment
of such amounts as may be necessary to satisfy its obligations to
indemnify and advance expenses pursuant to this Agreement.


12.    Subrogation.    In the event of payment under this
Agreement, the Company will be subrogated to the extent of such payment
to all of the related rights of recovery of Indemnitee against other
persons or entities (other than Indemnitee's successors),
including any entity or enterprise referred to in clause (i) of the
definition of "Indemnifiable Claim" in
Section  1(f). Indemnitee will execute all papers reasonably
required to evidence such rights (all of Indemnitee's reasonable
Expenses, including attorneys' fees and charges, related thereto
to be reimbursed by or, at the option of Indemnitee, advanced by the
Company).


13.    No Duplication of Payments.    The
Company will not be liable under this Agreement to make any payment to
Indemnitee in respect of any Indemnifiable Losses to the extent
Indemnitee has otherwise actually received payment (net of Expenses
incurred in connection therewith) under any insurance policy, the
Constituent Documents and Other Indemnity Provisions or otherwise
(including 

8









from any entity or enterprise referred to in
clause  (i) of the definition of "Indemnifiable
Claim" in Section  1(f)) in respect of such
Indemnifiable Losses otherwise indemnifiable hereunder.


14.    Defense of Claims.    The Company will be entitled
to participate in the defense of any Indemnifiable Claim or to assume
the defense thereof, with counsel reasonably satisfactory to the
Indemnitee; provided that if Indemnitee believes, after
consultation with counsel selected by Indemnitee, that (a)  the
use of counsel chosen by the Company to represent Indemnitee would
present such counsel with an actual or potential conflict, (b)
the named parties in any such Indemnifiable Claim (including any
impleaded parties) include both the Company and Indemnitee and
Indemnitee concludes that there may be one or more legal defenses
available to him or her that are different from or in addition to those
available to the Company, or (c)  any such representation by such
counsel would be precluded under the applicable standards of
professional conduct then prevailing, then Indemnitee will be entitled
to retain separate counsel (but not more than one law firm plus, if
applicable, local counsel in respect of any particular Indemnifiable
Claim) at the Company's expense. The Company will not be liable
to Indemnitee under this Agreement for any amounts paid in settlement
of any threatened or pending Indemnifiable Claim effected without the
Company's prior written consent. The Company will not, without
the prior written consent of the Indemnitee, effect any settlement of
any threatened or pending  Indemnifiable Claim to which the
Indemnitee is, or could have been, a party unless such settlement
solely involves the payment of money and includes a complete and
unconditional release of the Indemnitee from all liability on any
claims that are the subject matter of such Indemnifiable Claim. Neither
the Company nor Indemnitee will unreasonably withhold its consent to
any proposed settlement; provided that Indemnitee may withhold
consent to any settlement that does not provide a complete and
unconditional release of Indemnitee.


15.    Successors and
Binding Agreement.    (a) The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the
business or assets of the Company, by agreement in form and substance
satisfactory to Indemnitee and his or her counsel, expressly to assume
and agree to perform this Agreement in the same manner and to the same
extent the Company would be required to perform if no such succession
had taken place. This Agreement will be binding upon and inure to the
benefit of the Company and any successor to the Company, including any
person acquiring directly or indirectly all or substantially all of the
business or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor will
thereafter be deemed the "Company"
for purposes of this Agreement), but will not otherwise be assignable
or delegatable by the Company.

(b)    This
Agreement will inure to the benefit of and be enforceable by the
Indemnitee's personal or legal representatives, executors,
administrators, heirs, distributees, legatees and other successors.

(c)    This Agreement is personal in nature and
neither of the parties hereto may, without the consent of the other,
assign or delegate this Agreement or any rights or obligations
hereunder except as expressly provided in Sections  15(a) and
15(b). Without limiting the generality or effect of the foregoing,
Indemnitee's right to receive payments hereunder will not be
assignable, whether by pledge, creation of a security interest or
otherwise, other than by a transfer by the Indemnitee's will or
by the laws of descent and distribution, and, in the event of any
attempted assignment or transfer contrary to this Section  15(c),
the Company will have no liability to pay any amount so attempted to be
assigned or transferred.


16.    Notices.    For all
purposes of this Agreement, all communications, including notices,
consents, requests or approvals, required or permitted to be given
hereunder will be in writing and will be deemed to have been duly given
when hand delivered or dispatched by electronic facsimile transmission
(with receipt thereof orally confirmed), or five business days after
having been mailed by United States registered or certified mail,
return receipt requested, postage prepaid or one business day after
having been sent for next-day delivery by a nationally recognized
overnight courier service, addressed to the Company (to the attention
of the Secretary of the Company) and to Indemnitee at the applicable
address shown on the signature page hereto, or to such other address as
any party may 

9









have furnished to the other in writing and
in accordance herewith, except that notices of changes of address will
be effective only upon receipt.


17.    Governing
Law.    The validity, interpretation, construction and
performance of this Agreement will be governed by and construed in
accordance with the substantive laws of the State of Delaware, without
giving effect to the principles of conflict of laws of such State. The
Company and Indemnitee each hereby irrevocably consent to the
jurisdiction of the Chancery Court of the State of Delaware for all
purposes in connection with any action or proceeding which arises out
of or relates to this Agreement and agree that any action instituted
under this Agreement will be brought only in the Chancery Court of the
State of Delaware.


18.    Validity.    If any
provision of this Agreement or the application of any provision hereof
to any person or circumstance is held invalid, unenforceable or
otherwise illegal, the remainder of this Agreement and the application
of such provision to any other person or circumstance will not be
affected, and the provision so held to be invalid, unenforceable or
otherwise illegal will be reformed to the extent, and only to the
extent, necessary to make it enforceable, valid or legal. In the event
that any court or other adjudicative body declines to reform any
provision of this Agreement held to be invalid, unenforceable or
otherwise illegal as contemplated by the immediately preceding
sentence, the parties thereto will take all such action as may be
necessary or appropriate to replace the provision so held to be
invalid, unenforceable or otherwise illegal with one or more
alternative provisions that effectuate the purpose and intent of the
original provisions of this Agreement as fully as possible without
being invalid, unenforceable or otherwise illegal.


19.    Miscellaneous.    No provision of this Agreement
may be waived, modified or discharged unless such waiver, modification
or discharge is agreed to in writing signed by Indemnitee and the
Company. No waiver by either party hereto at any time of any breach by
the other party hereto or compliance with any condition or provision of
this Agreement to be performed by such other party will be deemed a
waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. No agreements or representations, oral
or otherwise, expressed or implied with respect to the subject matter
hereof have been made by either party that are not set forth expressly
in this Agreement. References to Sections are to references to Sections
of this Agreement.


20.    Legal Fees and
Expenses.    It is the intent of the Company that Indemnitee not
be required to incur legal fees and or other Expenses associated with
the interpretation, enforcement or defense of Indemnitee's rights
under this Agreement by litigation or otherwise because the cost and
expense thereof would substantially detract from the benefits intended
to be extended to Indemnitee hereunder. Accordingly, without limiting
the generality or effect of any other provision hereof, if it should
appear to Indemnitee that the Company has failed to comply with any of
its obligations under this Agreement or in the event that the Company
or any other person takes or threatens to take any action to declare
this Agreement void or unenforceable, or institutes any litigation or
other action or proceeding designed to deny, or to recover from,
Indemnitee the benefits provided or intended to be provided to
Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee
from time to time to retain counsel of Indemnitee's choice, at
the expense of the Company as hereafter provided, to advise and
represent Indemnitee in connection with any such interpretation,
enforcement or defense, including the initiation or defense of any
litigation or other legal action, whether by or against the Company or
any director, officer, stockholder or other person affiliated with the
Company, in any jurisdiction. Notwithstanding any existing or prior
attorney-client relationship between the Company and such counsel, the
Company irrevocably consents to Indemnitee's entering into an
attorney-client relationship with such counsel, and in that connection
the Company and Indemnitee agree that a confidential relationship will
exist between Indemnitee and such counsel. Without respect to whether
Indemnitee prevails, in whole or in part, in connection with any of the
foregoing, the Company will pay and be solely financially responsible
for any and all attorneys' and related fees and expenses incurred
by Indemnitee in connection with any of the foregoing.


21.    Certain Interpretive Matters.    Unless the
context of this Agreement otherwise requires, (a)
"it" or "its" or
words of any gender include each other gender, (b)  words using
the singular or plural number also include the plural or singular
number, respectively, (c)  the terms
"hereof," 

10









"herein,"
"hereby" and derivative or similar words
refer to this entire Agreement, (d)  the terms
"Article,"
"Section," "Annex"
or "Exhibit" refer to the specified Article,
Section, Annex or Exhibit of or to this Agreement, (e)  the terms
"include,"
"includes" and
"including" will be deemed to be followed by
the words "without limitation" (whether or
not so expressed), and (f)  the word
"or" is disjunctive but not exclusive.
Whenever this Agreement refers to a number of days, such number will
refer to calendar days unless business days are specified and whenever
action must be taken (including the giving of notice or the delivery of
documents) under this Agreement during a certain period of time or by a
particular date that ends or occurs on a non-business day, then such
period or date will be extended until the immediately following
business day. As used herein, "business day"
means any day other than Saturday, Sunday or a United States federal
holiday.


22.    Counterparts.    This Agreement may
be executed in one or more counterparts, each of which will be deemed
to be an original but all of which together will constitute one and the
same agreement.

[Signatures Appear On Following
Page]

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IN WITNESS WHEREOF, Indemnitee has
executed and the Company has caused its duly authorized representative
to execute this Agreement as of the date first above written.


		PROLIANCE INTERNATIONAL, INC.





		100 Gando Drive
 New Haven, CT 06513





		By:   __________________________________





		Name:





		Title:





		INDEMNITEE: __________________________





		Address:





	
			
	


	
			
	


	
			
	


	
			
	


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