PROLIANCE
INTERNATIONAL, INC.
EQUITY INCENTIVE PLAN

1.    Purposes:    This plan has two
purposes:

			
		(a) 	To further align the
interests of directors and key employees with those of stockholders;
and


			
		(b) 	To bring Proliance's
compensation structures in line with competitive conditions.


2.    Effectiveness:    This plan was initially
approved by Proliance's Board of Directors and stockholders and
will become operative immediately after the merger of Modine
Aftermarket Holdings, Inc. into Proliance (the
"Merger").

3.    Previously Adopted Equity-Based Plans:    No new
awards may be granted under Proliance's previously adopted
equity-based plans, except with respect to shares relating to awards
that are forfeited or cancelled.

4.    Types of Awards
Authorized:    (a) The Nominating, Governance and Compensation
Committee of Proliance's Board of Directors, or any successor
committee (the "Compensation
Committee"), may authorize Proliance to grant to
employees of Proliance or its subsidiaries and to non-employee
directors of Proliance equity-based awards relating to up to 1.4
million shares of Proliance common stock, including without
limitation:

			
		(i) 	Options:
Stock options (which may but are not required to be qualified as
incentive stock options under Section 422 of the Internal Revenue
Code), the term of which may not exceed ten years (except as provided
in Section 7);


			
		(ii) 	Stock
Appreciation Rights: Stock appreciation rights, which may be
granted in tandem with any stock option or which may be granted on a
free-standing basis with a term of not more than ten
years;


			
		(iii) 	Restricted
Shares or Units: Restricted shares or units, which become
non-forfeitable upon the passage of time or the occurrence of other
events specified by the Compensation
Committee;


			
		(iv) 	Performance
Shares or Units: Performance-based awards that are payable in
shares, units or such other consideration as the Compensation Committee
may specify upon the achievement of performance goals established by
the Compensation Committee pursuant to Section 9;
and


			
		(v) 	Other Awards:
Stock bonuses, dividend-equivalents and such other awards payable in or
determined by reference to shares as the Compensation Committee may
determine.


(b) Each award under this plan will be evidenced by
an agreement, resolution or other writing (including in electronic
medium) approved by the Compensation Committee fixing the specific
terms of the award.

5.    Limitations:    Awards
under this plan will be subject to the following
limitations:

			
		(a) 	Overall
Limitation: In no event may more than 1.4 million shares in total
be issued (in addition to shares issuable pursuant to Section 7 and
with shares relating to awards that are forfeited or surrendered being
added back);


			
		(b) 	Option
Limitations: Options awarded under this plan will have such terms
as the Compensation Committee may determine, except that:


			
		• 	the exercise price for any option may
not be less than the fair market value (determined by reference to the
closing trading price) for Proliance shares on the date of grant;


			
		• 	except pursuant to Section 7, no
option may have a term longer than ten years from the date of grant;
and









			
		• 	awards
relating to no more than 1.4 million shares may be issued pursuant to
options qualifying as incentive stock options under Section 422 of the
Internal Revenue
Code.


			
		(c) 	Restricted Share
and Restricted Share Units Limitations: No restricted shares or
restricted share units may become unrestricted by the passage of time
in less than pro rata installments over three years from the date of
grant, unless restrictions lapse sooner by virtue of an event specified
by the Compensation Committee other than the passage of
time.


			
		(d) 	Section 162(m)
Limitations: No Proliance employee may receive (x) stock options,
stock appreciation rights, restricted shares or restricted share units
that specify performance goals, performance shares, performance units
or other stock-based awards under this plan in any one year relating to
more than 200,000 shares or (y) cash payments in any one year in excess
of
$1,000,000.


			
		(e) 	Non-employee
Directors. No more than 200,000 shares, in addition to grants made
pursuant to Section 7, may be granted under the plan as awards to
non-employee
directors.


			
		(f) 	No
Repricing: The Compensation Committee may not, without further
approval of Proliance stockholders, authorize (x) the amendment of any
outstanding option to reduce the exercise price of such option or (y)
the cancellation of an outstanding option and its replacement with an
award having a lower exercise price per share; provided, however, that
this Section 5(f) will not limit Proliance's ability to issue the
Replacement Options pursuant to Section 7.


6.    Adjustments.    Notwithstanding any other
provision of this plan, the Compensation Committee may adjust any of
the limitations set forth in Section 5 and the number of common shares
covered by any outstanding award as it determines to be equitable in
light of any stock split, subdivision of shares or other change in
Proliance's capital structure, and may provide in substitution
for any or all outstanding awards under this plan such alternative
consideration as it may determine to be equitable and the surrender of
any awards so replaced (subject to Section 5(f) above).

7.    Awards to Non-employee Directors:    Each
non-employee director holding outstanding options under
Proliance's 1995 Nonemployee Directors Stock Option Plan that
have an exercise price greater than or equal to the closing price of
the Proliance common shares on the day before the Merger may elect, by
giving written notice to Proliance at any time before the Merger, to
have such outstanding options replaced with options under this plan
("Replacement Options"). Effective
as of the issuance of the Replacement Options and without further
action, the replaced options will be cancelled. The Replacement Options
will be subject to Sections 4(b), 5 and 7 of this plan (except as
provided herein) and the additional provisions set forth on Annex
A.

8.    Administration, Etc.:    This plan
will be administered by the Compensation Committee in accordance with
regulations that the Compensation Committee may from time to time
establish in respect of the plan. Without limiting any other provision
of the plan, but subject to the limitations in Section 5, the
Compensation Committee will have the power to take or authorize
Proliance to take any action contemplated to be taken by Proliance
under this plan,
including:

			
		(a) 	selecting award
recipients;


			
		(b) 	determining the
number of shares and other terms of any award, including where
applicable performance goals and performance
targets;


			
		(c) 	fixing conditions
to the exercisability or vesting of any award;


			
		(d) 	otherwise approving the form
of agreement or evidence providing for any
award;


			
		(e) 	making all
determinations contemplated to be made under this plan or any award
agreement or evidence;
and


			
		(f) 	taking any other action
as the Compensation Committee may determine to be appropriate relating
to this plan or any award, award agreement or evidence of award.


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9.    Additional Section 162(m)
Provisions:    The Compensation Committee may (but is not
required to) grant an award under the plan that is intended to qualify
as "performance-based compensation" under
Section 162(m) of the Internal Revenue Code. The right to receive a
performance-based award, other than options and stock appreciation
rights granted at not less than fair market value, will be conditioned
on the achievement of written performance goals during a specified time
period, established by the Compensation Committee at the time the
performance-based award is granted. These performance goals and time
periods, which may vary from grantee to grantee and award to award,
will be based upon the attainment by Proliance or any of its
subsidiaries, divisions or departments of specific amounts of, or
increases in, one or more of the following, any of which may be
measured either in absolute terms or as compared to other companies:
earnings per share, net income, operating margin, return on equity,
total stockholder return, revenue, cash flow, net worth, book value,
stockholders' equity, market performance, the completion of
certain business or capital transactions or other applicable
measures.

10.    Term:    Awards may be granted
under this plan until the tenth anniversary of the Company's 2005
annual meeting of stockholders.

11.    Termination of the
Plan.    Termination of this plan will not affect outstanding
awards which have been granted prior to such termination, and all
unexpired awards will continue in full force and operation after
termination of this plan, except as they lapse or terminate by their
own terms and conditions, and the terms of this plan will continue to
apply to such awards.

12.    Amendments.    The
Compensation Committee may at any time and from time to time amend this
plan; provided, however, that any amendment that must be approved by
Proliance's stockholders in order to comply with applicable law
or the rules of the principal national securities exchange on which
Proliance's common shares are traded or quoted will not be
effective unless and until such approval has been obtained. Subject to
Section 5(f), the Compensation Committee may amend the terms of any
award previously granted under the plan prospectively or retroactively,
but no amendment will impair the rights of any grantee without his or
her consent. The Compensation Committee may, in its discretion,
terminate the plan at any time. Termination of the plan will not affect
the rights of grantees or their successors under any awards outstanding
hereunder and not exercised in full on the date of termination.

13.    Withholding of Taxes.    To the extent that
Proliance is required to withhold federal, state, local or foreign
taxes in connection with any payment made or benefit realized by a
grantee or other person under this plan, and the amounts available to
Proliance for such withholding are insufficient, it will be a condition
to the receipt of such payment or the realization of such benefit that
the grantee or such other person make arrangements satisfactory to
Proliance for payment of the balance of such taxes required to be
withheld, which arrangements (in the discretion of the Compensation
Committee) may include relinquishment of a portion of such benefit.

14.    Fractional Shares.    No fractional shares will
be issued pursuant to awards and any fractional shares resulting from
an adjustment pursuant to Section 6 of this plan will be
eliminated.

15.    Government Regulations.    This
plan, the grant and exercise of awards hereunder and Proliance's
obligation to sell or deliver shares of stock pursuant to any such
award or exercise will be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any regulatory or
governmental agency as may be required. Proliance will not be required
to issue or deliver any shares of its common stock pursuant to this
plan prior to (a) the admission of such shares to listing on any stock
exchange on which the stock is then listed and (b) the completion of
any registration or other qualification of such shares under any state
or federal law or rulings or regulations of any governmental body,
which Proliance, in its sole discretion, determines to be necessary or
advisable.

16.    No Rights.    Neither this plan,
nor the granting of an award nor any other action taken pursuant to
this plan, will confer upon any grantee of an award any right with
respect to continuance of employment or service with Proliance, nor
will it interfere in any way with any right Proliance would otherwise
have to terminate such grantee's employment or other service at
any time.

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17.    Compliance with Section 409A
of the Code.    To the extent applicable, it is intended that
this plan and any grants made under this plan comply with the
provisions of Section 409A of the Internal Revenue Code of 1986, as
amended (the "Code"). The plan and
any grants made under the plan will be administrated in a manner
consistent with this intent, and any provision that would cause the
plan or any grant to fail to satisfy Section 409A of the Code will have
no force and effect until amended to comply with Section 409A of the
Code (which amendment may be retroactive to the extent permitted by
Section 409A of the Code and may be made by Proliance without the
consent of any participant). Any reference in this plan to Section 409A
of the Code will also include any proposed, temporary or final
regulations, or any other guidance, promulgated with respect to such
Section by the U.S. Department of the Treasury or the Internal Revenue
Service.

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Annex
A

REPLACEMENT OPTIONS

1.    Exercise
Price.    The purchase price per share of Proliance common stock
for which each Replacement Option is exercisable will be equal to the
exercise price of the option under the 1995 Nonemployee Directors Stock
Option Plan that such Replacement Option is replacing.

2.    Exercisability.    Pursuant to the terms of the
outstanding options being replaced by the Replacement Options, each
Replacement Option will be immediately exercisable in full.

3.    Term of Replacement Options.    Subject to
Section 4 of this Annex A, each Replacement Option will expire
on the later to occur of the third anniversary of the Merger and the
date that the option under the 1995 Nonemployee Directors Stock Option
Plan that such Replacement Option is replacing would expire. If a
non-employee director subsequently becomes an employee of Proliance
while remaining a member of Proliance's board of directors, any
Replacement Options held by such individual at the time of such
commencement of employment will not be affected thereby.

4.    Cessation of Service.    (a) All Replacement
Options may be exercised by the optionee until the earlier of (i) the
third anniversary of the cessation of service as a director and (ii)
the end of the remaining term of such Replacement Options, as
determined pursuant to Section 3 of this Annex A (the
"Post-Cessation Exercise Period").
If an optionee dies within the Post-Cessation Exercise Period, or if
cessation of service is due to such optionee's death, such
Replacement Options may be exercised at any time within the
Post-Cessation Exercise Period by the optionee's executor or
administrator or by his or her distributee to whom such options may
have been transferred by will or by the laws of descent and
distribution.

(b) In no event will the period during which an
option may be exercised be extended beyond the end of the remaining
term of such Replacement Options (as determined pursuant to Section 3
of this Annex A).

5.    Other Terms of the
Replacement Options.    Except as set forth in the plan and in
this Annex A, all other terms of the Replacement Options will
be governed by the terms of the 1995 Nonemployee Directors Stock Option
Plan.

A-1