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                                PROQUEST COMPANY
                (Name of Registrant as Specified in Its Charter)

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         The following is a press release of ProQuest Company issued on May 14,
2004.



                               [GRAPHIC OMITTED]



CONTACTS:



                                             
Kevin Gregory                                   Mark Trinske
Senior Vice President, Chief Financial Officer  Vice President, Investor Relations
(734) 997-4925                                  (734) 997-4910
kevin.gregory@proquest.com                      mark.trinske@proquest.com




                   PROQUEST COMPANY UPDATES PROPOSAL TO AMEND
                    2003 PROQUEST STRATEGIC PERFORMANCE PLAN

ANN ARBOR, Mich., May 14, 2004 - ProQuest Company (NYSE: PQE), a leading
publisher of information solutions for the education, automotive, and power
equipment markets, today announced modifications to the proposal to amend its
2003 ProQuest Strategic Performance Plan, and the related option grant to senior
executives that will be voted upon at the upcoming Annual Meeting of
Shareholders to be held on May 26, 2004.

The modifications to the proposal reduce the total number of additional shares
being requested under the company's 2003 Strategic Performance Plan from
1,900,000 to 1,532,000, and limit the maximum number of stock options any one
participant may receive in any calendar year to 750,000 shares. Based on these
modifications, the award to Alan Aldworth, president and chief executive officer
of ProQuest Company, will be reduced by 368,000 shares and all other terms of
the award will remain the same. No other modifications were made to the
proposal.

"By reducing the number of shares in the option grant," said Aldworth, "the
Board and I want to demonstrate responsiveness to stockholder feedback, as well
as our commitment to the long-term success of ProQuest Company and its strategic
goals. I believe this plan reinforces our company philosophy of accountability,
and focuses our leadership on consistent long-term growth."



"The Compensation Committee and the Board of Directors of ProQuest Company have
strong confidence in Aldworth, the chief executive officer of ProQuest Company,
and his management team, several members of which have recently joined the
company," said William Oberndorf, Chairman of the Compensation Committee of the
Board for ProQuest Company. "The Board believes that establishing a long-term
incentive for senior management is instrumental in retaining this leadership
group, and in reinforcing our commitment to deliver stockholder value."

This long-term incentive, disclosed in Proposal No. 2 of ProQuest Company's
Notice of Year 2004 Annual Meeting and Proxy Statement, provides option grants
to six senior executives linked to business performance hurdles over a 5-year
period. The grants were made contingent upon shareholder approval of Proposal
No. 2 regarding amendments to the ProQuest Strategic Performance Plan.

"Since announcing this plan we have engaged in many thoughtful conversations
with our stockholders," said Aldworth. "They appreciated the opportunity for
input, recognized our intention to link rewards to long-term shareholder value,
and provided us with meaningful feedback."

A detailed description of the grants is provided in ProQuest Company's Notice of
Year 2004 Annual Meeting and Proxy Statement that was mailed to shareholders and
filed with the SEC on April 19, 2004. The grants are made under the ProQuest
Strategic Performance Plan, and the modifications are to Proposal No. 2 of the
Notice of Year 2004 Annual Meeting and Proxy Statement.

ProQuest Company investors are urged to read the definitive proxy statement in
conjunction with information provided in this press release because it contains
important information about the company and the proposals to be addressed at the
Annual Meeting of Stockholders. The definitive proxy statement and any other
documents filed by the company with the SEC may be obtained free of charge at
the SEC's web site at www.sec.gov, or on the company website at
www.proquestcompany.com. In addition, investors and security holders may obtain
free copies of the documents filed by the company with the SEC by contacting the
ProQuest Company investor relations department at (734) 997-4910. Investors



and security holders are urged to read the definitive proxy statement before
making any voting decision with respect to the proposals to be addressed at the
Annual Meeting.

ProQuest Company encourages stockholders to vote their shares prior to the
upcoming Annual Meeting.


ABOUT PROQUEST COMPANY
ProQuest Company (NYSE: PQE) is based in Ann Arbor, Mich., and is a leading
publisher of information solutions for the education, automotive and power
equipment markets. We provide products and services to our customers through two
business segments: Information and Learning and Business Solutions. Through our
Information and Learning segment, which primarily serves the education market,
we collect, organize and publish content from a wide range of sources including
newspapers, periodicals and books. Our Business Solutions segment is primarily
engaged in the delivery in electronic form of comprehensive parts and service
information to the automotive market. It also provides dealers in the power
equipment (motorcycle, marine, recreational vehicle, lawn & garden and heavy
equipment) market with management systems that enable them to manage their
inventory, customer service and other aspects of their businesses.

FORWARD-LOOKING STATEMENTS
Some of the statements contained herein constitute forward-looking statements.
These statements relate to future events or our future financial performance and
involve known and unknown risks, uncertainties and other factors that may cause
our or our markets' actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. These risks and other factors you should
specifically consider include, among other things, the company's ability to
successfully integrate acquisitions and reduce costs, global economic
conditions, product demand, financial market performance, and other risks listed
under "Risk Factors" in our regular filings with the Securities and Exchange
Commission. In some cases, you can identify forward-looking statements by
terminology such as "may", "should", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "potential", "continue", "projects",
"intends", "prospects", "priorities", or the negative of such terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially.

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