TRANSPRO, INC.
                                 100 GANDO DRIVE
                               NEW HAVEN, CT 06513

                                  March 1, 2005


Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI  53403

Attention: Bradley C. Richardson

Ladies & Gentlemen:

         This letter amends the OEM Acquisition Agreement, dated as of January
31, 2005 (the "Agreement"), between Transpro, Inc. and Modine Manufacturing
Company. Capitalized terms used but not defined herein have the meanings given
to them in the Agreement.

         1.   Termination. Article IX of the Agreement is hereby deleted and
replaced in its entirety with the following:

                                "IX. [RESERVED]"

         2.   Employee Matters. (a) Section 10.6(a) of the Agreement is hereby
deleted and replaced in its entirety with the following:

                  "10.6 Employee Matters. (a) Immediately prior to the Closing
         Date, Transpro will take such action as is necessary to terminate
         employment of the individuals listed on Exhibit 3.15-2 to Section 3.15
         of the Disclosure Schedule and identified thereon as "Non-G&O
         Manufacturing - Transferring to G&O Manufacturing" and to cause the
         Company to offer employment to such individuals on substantially the
         same terms as applied to them as employees of Transpro immediately
         prior to their termination. Simultaneously with the Closing, Transpro,
         Modine and the Company will enter into the OEM Employee Lease Agreement
         attached as Exhibit 10.6."

         (b)   Exhibit 3.15-2 to Section 3.15 of the Disclosure Schedule is
hereby deleted and replaced in its entirety with Annex 1.

         (c)   The Agreement is hereby amended by attaching as Exhibit 10.6
thereto the OEM Employee Lease Agreement attached to this letter agreement as
Annex 2. Such agreement will be deemed to be an "Ancillary Agreement" for
purposes of the Agreement and the Merger Agreement.






         3.   Certain Deliveries. (a) Section 2.1 of the Agreement is hereby
deleted and replaced in its entirety with the following:

                  "2.1 Purchase and Sale. At the Closing, and upon all of the
         terms and subject to all of the conditions of this Agreement, Transpro
         will sell, assign and convey to Modine, and Modine will purchase and
         accept from Transpro, all of the Common Stock, free and clear of all
         Liens (other than restrictions under applicable federal and state
         securities laws). Transpro will deliver to Modine the stock certificate
         representing all of the Common Stock by overnight delivery as promptly
         as practicable following the Closing. The transactions described in the
         first sentence of this Section 2.1 will be deemed effective as of the
         Effective Time of Closing."

         (b)   Section 6.6(a) of the Agreement is hereby deleted and replaced in
its entirety with the following:

                  "(a)   a stock power and assignment separate from certificate
         relating to the Common Stock;"

         4.   Miscellaneous. The amendments to the Agreement contemplated hereby
will be effective as of the Closing. Except as specifically amended hereby, the
terms and provisions of the Agreement will remain in full force and effect as of
the date it was executed.

         Please indicate your agreement to the foregoing by signing in the space
provided below.

                                        TRANSPRO, INC.


                                        By:  Richard A. Wisot
                                        Name: Richard A. Wisot
                                        Title: Vice President, Treasurer,
                                        Secretary and Chief Financial Officer



Agreed:

MODINE MANUFACTURING COMPANY


By: Bradley C. Richardson
Name: Bradley C. Richardson
Title: Vice President Finance and Chief Financial Officer