Manager Vice President

Richard A. Wisot

*** ****** ****

Home: 203-***-**** Cell: 203-***-****

Orange, CT 06477 E-

mail: ******@*********.***

Senior Financial Executive with significant domestic and international

experience in accounting, finance, and tax achieved in public accounting

and private industry. A strategic thinker and achiever, who possesses the

capability to implement change, focus a team, and lead in a high visibility

role. Proven ability to reduce operational costs, improve cash flow, and

increase productivity. Excellent interpersonal skills with ability to

motivate and develop people.

EXPERIENCE

Proliance International, Inc. (formerly Transpro, Inc.) New Haven, CT

June, 2001 to Present

Vice President, Secretary and Treasurer

June, 2007 to Present

Vice President, Secretary, Treasurer and Chief Financial Officer

June, 2001 to June, 2007

Report directly to the President and Chief Executive Officer of this $400+

million international manufacturer and distributor of aftermarket heat

transfer and temperature control products for automotive, truck and

industrial applications

Established vital initiatives for the Company along with an ambitious

three-year, $7 million program of turnaround actions to restore Proliance

to profitability

Increased the Company's borrowing capacity, which lowered costs and

increased financial flexibility

Led the strategic acquisition activities and negotiations for various

acquisitions including the 2005 Modine aftermarket merger into Transpro

and formation of Proliance

Made tax accounting election changes to maximize carry back opportunities

and generate additional cash flow and earnings

Negotiated the sale of a significant underutilized facility to reduce

debt and lower operating costs

Improved timeliness and accuracy of financial reporting and analysis

Worked with CEO to have the organization focus and drive performance

through use of our five strategic corporate values

Helped guide Company through major business disruption from a natural

disaster that forced a restructuring; worked to successfully settle a

major insurance claim for $52 million; led a team of inside and outside

resources to sell the U.S. and then the European operations through a 363

sale process

Ecoair Corp. Hamden, CT

February, 1997 to May, 2001

Vice President, Treasurer and Chief Financial Officer

Involved in all financial and business strategies for this small

development stage company focused on inventing, developing and marketing

through license and joint venture agreements proprietary technologies and

product designs in order to satisfy the existing and future electrical

power needs of vehicles. Ecoair's central technology is a high-output/high-

efficiency alternator for the automotive and truck markets.

Echlin Inc. Branford, CT

1975 to 1996

Vice President and Controller, Chief Accounting Officer 1990 to

1996

As principal financial officer, reported directly to the Chairman and CEO

and dotted line to the President and COO for operational issues of this

$3.6 billion global manufacturer of automotive parts for the replacement

market and original equipment manufacturer. Reorganized and strengthened

the worldwide controllership function resulting in increased quality,

productivity, and morale, enhanced financial management and improved

operating results and controls.

Richard A. Wisot

Page Two

Developed and executed financial strategies that significantly improved

operating cash flow to record levels and reduced SG&A expenses.

Generated over $750 million in positive cash flow from operating

activities over a five year period and reduced SG&A by 3.5% as a percent

of net trade sales over the same period.

Streamlined the strategic, marketing, and business planning process

including the capital expenditure plan and overall approval process. The

Company achieved or exceeded its business plan profit objective for the

last four years.

Actively participated in the due diligence of 18 significant acquisitions

and the review of many other target companies including joint ventures

and alliances.

Directed the continual update of financial policies and procedures and

established as a high priority the completion of open internal accounting

control recommendations from internal or external audit or efficiency

reviews.

Restructured the receivables management function by issuing formal credit

policies and procedures and by follow-up, education, and a return to

basics approach. Reduced total past due A/R from 18.8% to 12.8% and

account write-offs as a percent to net sales was reduced from .34% to

.13%, representing significant superior performance compared to the

industry.

Directed the transformation of the MIS function including: the

development of an Information System strategy to migrate from mainframes

to local area networks and client server technology, the selection of

preferred hardware and software products, requiring all MIS departments

to develop and test a comprehensive disaster recovery plan. Developed an

Executive Information System for Corporate and Group users and promoted

the spread of cycle counting to avoid physical inventory counts through

the use of warehouse automation incorporating bar coding.

Member of the Pension Investment Committee that coordinated the

investment of $110 million defined benefit plan by hiring portfolio

investment fund managers, reviewed the fund managers' performance, and

determined the asset allocation of the pension trust. Implemented

investment strategies that have consistently exceeded return assumption

of 10% and minimized pension expense.

Presented quarterly financial results to the Board of Directors and

represented management at the Audit Committee meetings.

Member of the Echlin Benefits Committee that administered all benefit

programs. Enhanced the 401(k) program by expanding investment options

that allowed broader asset allocation and automating employee changes.

Treasurer

1981 to 1990

Reported to the Chairman and CEO with responsibility for cash management

and banking, financings, investments and pension plan assets, risk

management and loss control, credit and collection, tax administration,

internal audit, real estate, and travel.

Centralized control of the daily cash management requirements to fund the

specific needs of the Company.

Established and maintained worldwide banking relationships and negotiated

several revolving credit agreements.

Maintained close contact with investment bankers as to financial market

conditions and financing opportunities. Went to the public markets for

two equity issues that yielded $256 million in new equity. Coordinated

the listing of the Company on the London Stock Exchange.

Richard A. Wisot

Page Three

As an issuer of Commercial Paper, made periodic presentations to the

rating agencies. Reviewed financial results with analysts, institutions,

and commercial bankers and maintained relationships with large

shareholders.

Evaluated and used alternative funding methods such as debt/equity swaps,

IRB's, and was one of the first companies to use the CAFCO receivable

sale program.

Actively managed IRS and state examinations, tax compliance, research,

and accruals.

Supervised the auditing of financial controls by the Internal Audit

function and used them to supplement coverage and reduce the cost of the

external auditors. Improved productivity by introducing a limited review

approach focusing on internal accounting and data processing controls.

Instituted the centralization of travel services through a travel agency

joint venture and saved approximately $370,000 the first year. Managed

the fleet administration for 700 company leased vehicles.

Coordinated sale of excess real estate properties, site selection for new

projects, and determined financing.

Assistant Treasurer

1978 to 1981

Director of Taxes

1976 to 1978

Tax Manager

1975 to 1976

Established the first in house tax function and was responsible for all

tax compliance, research, tax accruals, and IRS and state examinations.

Tax planning, structuring of acquisitions, and the results of

examinations contributed significantly to the earnings growth.

Insilco Corporation Meriden, CT

1972 to 1975

Assistant Tax Manager

Responsible for the tax compliance, research, tax accruals, and IRS and

state examinations for this Fortune 500 conglomerate of consumer and

industrial products.

PriceWaterhouseCoopers LLP Stamford, CT

1968 to 1972

Senior Tax Specialist

1971 to 1972

Staff Accountant

1968 to 1971

Assumed increasing responsibilities and experience in providing auditing

and tax services to diversified clients.

EDUCATION

BA, Accounting, Queens College, City University of New York, Flushing, NY

1968

PROFESSIONAL AFFILIATIONS

Director, People's Bank, New Haven Advisory Board

1988 to 2001

Member, Financial Executives Institute, Institute of Management Accountants

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