Regulation MA Disclosure

Regulation MA Disclosure: This investor presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the proposed merger
between Modine Manufacturing Company’s Aftermarket Business and Transpro, Inc.’s Aftermarket Business, including future financial and
operating results, the resulting company's plans, objectives, expectations and intentions and other statements that are not historical facts.
Such statements are based upon the current beliefs and expectations of Modine Manufacturing Company's and Transpro, Inc.'s
management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking
statements.  When used in this presentation the terms “anticipate,” “believe,” “estimate,” “expect,” “may,” “objective,” “plan,” “possible,
”potential,” “project,” “will” and similar expressions identify forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to
obtain governmental and corporate approvals of the merger on the proposed terms and schedule; the risk that the business will not be
integrated successfully; the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take
longer to realize than expected; disruption from the merger making it more difficult to maintain relationships with clients, employees or
suppliers; increased competition and its effect on pricing, spending, third-party relationships and revenues; the risk of new and changing
regulation in the U.S. and internationally; the possibility that the companies may not be able to agree to definitive transaction documents;
and the possibility that conditions to the transaction, including stockholder or regulatory approvals, may not be satisfied. Additional factors
that could cause Modine Manufacturing Company's and Transpro, Inc.'s results to differ materially from those described in the forward-
looking statements can be found in the Annual Reports on Forms 10-K of Modine Manufacturing Company and Transpro, Inc., and in the
Quarterly Reports on Forms 10-Q of Modine Manufacturing Company and Transpro, Inc., filed with the Securities and Exchange
Commission and available at the Securities and Exchange Commission's Internet site (http://www.sec.gov) and the companies' respective
Internet sites at www.modine.com and www.transpro.com.

Stockholders are urged to read the prospectus and proxy/information statement regarding the proposed transaction when it becomes
available, because it will contain important information. Stockholders will be able to obtain a free copy of the prospectus and
proxy/information statement, as well as other filings containing information about Modine Manufacturing Company’s Aftermarket Business
and Transpro, Inc.’s Aftermarket Business, without charge, at the Securities and Exchange Commission's Internet site (http://www.sec.gov)
and the companies' respective Internet sites at www.modine.com and www.transpro.com. Copies of the prospectus and proxy/information
statement and the filings with the Securities and Exchange Commission that will be incorporated by reference in the prospectus and
proxy/information statement, along with any other relevant documents filed with the SEC, as well as any amendments or supplements to
those documents can also be obtained, without charge, by directing a request to Modine Manufacturing Company at 1500 De Koven
Avenue, Racine, WI 53403 Attention: Dave Prichard, 262-636-8434, or to Transpro, Inc. at 100 Gando Drive, New Haven, CT 06513,
Attention: Marie DeBernardo, 203-562-5121. Modine Manufacturing Company, Transpro, Inc. and their respective directors and executive
officers may be deemed to be participants in the solicitations of proxies in respect of the proposed transaction. Information regarding
Modine Manufacturing Company’s directors and executive officers is available in its proxy statement filed with the Securities and Exchange
Commission by Modine Manufacturing Company on June 14, 2004, and information regarding Transpro, Inc.'s directors and executive
officers is available in its proxy statement filed with the Securities and Exchange Commission by Transpro, Inc. on March 29, 2004. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the prospectus and proxy/information statement and other relevant materials to be filed with the Securities
and Exchange Commission when they become available.