Edgar Filing: MODINE MANUFACTURING CO

2007 Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Modine Manufacturing Company

(Name of Registrant as Specified In Its Charter)

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June 18, 2007

1500 DeKoven Avenue

Racine, Wisconsin 53403-2552

Notice of Annual Meeting of Shareholders

Date:	Wednesday, July 18, 2007
Time:	9:00 a.m.
Place:	1500 DeKoven Avenue Racine, WI 53403-2552
Record Date:	May 25, 2007

The annual meeting is for the following purposes:

1. To elect three directors;

2. To approve the Modine Manufacturing Company 2007 Incentive Compensation Plan;

3. To ratify the appointment of the Company's independent registered public accounting firm; and

4. To consider any other matters properly brought before the shareholders at the meeting.

By order of the Board of Directors,

Dean R. Zakos

Vice President, General Counsel and Secretary

June 18, 2007

PROXY STATEMENT

Your vote at the annual meeting is important to us. Please vote your shares of common stock by calling a toll-free telephone number, logging onto the Internet or by completing the enclosed proxy card and returning it in the enclosed envelope.

PROXY STATEMENT

2007 Annual Meeting of Shareholders of Modine Manufacturing Company

SOLICITATION OF PROXIES

This proxy statement is solicited on behalf of the Board of Directors for use at the 2007 Annual Meeting of Shareholders. The meeting will be held at 9:00 a.m. on Wednesday, July 18, 2007, at Modine’s headquarters, 1500 DeKoven Avenue, Racine, Wisconsin. This proxy statement and accompanying proxy card are first being mailed to shareholders on or about June 18, 2007.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Who may vote?

You may vote your shares of common stock if our records show that you owned the shares at the close of business on May 25, 2007, the record date. A total of 32,872,205 shares of common stock were outstanding as of the record date and entitled to vote at the annual meeting. You get one vote for each share of common stock you own. The holders of common stock do not have cumulative voting rights. The enclosed proxy card shows the number of shares you may vote.

How do I vote?

You may vote in person or by properly appointed proxy.

The telephone and Internet voting procedures on the enclosed proxy card are for your convenience and reduce costs for Modine. The procedures are designed to authenticate your identity, to allow you to give voting instructions and to confirm that those instructions have been recorded properly.

Registered Holders

Registered holders of Modine common stock may vote by completing and mailing the enclosed proxy card or electronically either via the Internet or by calling Broadridge Financial Solutions, Inc. Specific instructions to be followed by any registered shareholder interested in voting via the Internet or by telephone are set forth on the enclosed proxy card.

Street Name Holders

If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically via the Internet or by telephone. A large number of banks and brokerage firms are participating in the Broadridge Investor Communication Services online program. This program provides eligible shareholders the opportunity to vote via the Internet or by telephone. If your bank or brokerage firm is participating in Broadridge’s program, your voting form will provide you with instructions.

ESOP and 401(k) Retirement Plan Participants

If you are a participant in one of the Company’s 401(k) Savings Plans or the Employee Stock Ownership Plan (the “ESOP”), you will receive a proxy that will serve as voting instructions for your shares of common stock held in your plan account. The trustee for the plan, Marshall & Ilsley Trust Company, N.A., will vote your shares as you direct. If a proxy is not returned for shares held in a plan, the trustee generally will vote those shares in the same proportion that all shares in the plan for which voting instructions have been received are voted although it may do otherwise in its discretion.

What does the Board of Directors recommend?

The Board of Directors recommendation is included with the description of each item in this proxy statement. In summary, the board recommends a vote:

FOR election of the nominated slate of directors (see Item 1);

FOR approval of the Modine Manufacturing Company 2007 Incentive Compensation Plan (see Item 2); and

FOR ratification of the Company's independent registered public accounting firm (see Item 3).

Unless you give other instructions, the persons named as proxies will vote in accordance with the recommendation of the Board of Directors.

What if other matters come up at the annual meeting?

The matters described in this proxy statement are the only matters to our knowledge that will be subject to a vote at the annual meeting. If other matters are properly presented at the meeting, the persons appointed as proxies will vote your shares on those other matters in accordance with their best judgment.

May I change my vote after I appoint a proxy?

You may change your vote by revoking your proxy. You may revoke your proxy by:

·	submitting a new proxy;

·	giving written notice before the annual meeting to the Company’s Secretary stating that you are revoking your previous proxy;

·	revoking your proxy in the same manner you initially submitted it - by telephone, the Internet or mail; or

·	attending the annual meeting and voting your shares in person.

If you decide to vote your shares in person, we prefer that you first revoke your prior proxy in the same way you initially submitted it - that is, by telephone, the Internet or mail.

May I vote in person at the annual meeting?

Although we encourage you to complete and return the proxy card or vote by telephone or via the Internet to ensure that your vote is counted, you may attend the annual meeting and vote your shares in person. You will need to obtain a “legal proxy” from your broker if you hold your shares in street name and want to vote those shares at the annual meeting in person.

Please tell us when you appoint your proxy if you plan on attending the annual meeting so that we may have an accurate count of the number of shareholders attending the meeting.

How are votes counted?

A majority of the shares entitled to vote, represented in person or by proxy, will constitute a quorum at the annual meeting. Abstentions and broker "non-votes" are counted as present for purposes of determining a quorum. A broker "non-vote" occurs when a broker holding shares for a beneficial owner does not vote on a particular

proposal because the broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner.

Voting on Election of Directors (Item 1)

Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election, as long as a quorum is present. This means that the individuals who receive the largest number of votes are elected as directors. Therefore, shares not voted have no effect in the election of directors. Votes attempted to be cast against a candidate are not given legal effect and are not counted as votes cast in an election of directors.

Voting on the Modine Manufacturing Company 2007 Incentive Compensation Plan (Item 2)

Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal, provided that the total votes cast on the proposal to approve the plan represent over 50% of the shares entitled to vote on the proposal. Since abstentions and broker non-votes, if any, are not considered votes cast, they will not have an effect on the voting for this proposal so long as enough votes are cast to satisfy the 50% requirement.

Voting on Ratification of Independent Registered Public Accounting Firm (Item 3)

Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal, provided a quorum is present. Because abstentions are not considered votes cast, they will not have an effect on the vote.

Who will count the votes?

Broadridge Financial Solutions, Inc., an independent tabulator, will count the votes under the supervision of the Inspectors of Election appointed by the Board of Directors.

Who pays for this proxy solicitation?

Modine pays for the proxy solicitation. Directors, officers and employees of Modine, who will receive no compensation for their services, may solicit proxies in person or by mail, telephone, facsimile transmission or other means. Modine also has retained Morrow & Co., Inc., 470 West Avenue, Stamford, CT 06902, to assist in such solicitation for a fee of $6,500, plus expenses, for its services. Brokers, banks, nominees, fiduciaries and other custodians will be requested to solicit beneficial owners of shares and will be reimbursed for their expenses.

How may I help reduce mailing costs?

Eligible shareholders who have more than one account in their name or the same address as other shareholders may authorize us to discontinue mailings of multiple annual reports and proxy statements. Most shareholders can also view future annual reports and proxy statements on the Internet rather than receiving paper copies in the mail. See the next two questions and answers below and your proxy card for more information.

Are proxy materials and the annual report available electronically?

Yes, they are available on our website, www.modine.com. In addition, most shareholders may elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. If you are a shareholder of record, you may choose this option and save us the cost of producing and mailing these documents by following the instructions provided on the proxy card to vote over the Internet. On the referenced website, you will be given instructions for choosing the option of receiving future proxy statements and annual reports electronically. If you hold your stock in street name, please refer to the information provided by the party in whose name the shares are held for instructions on how to elect to view future proxy statements and annual reports over the Internet.

What happens if multiple shareholders share the same address?

We adopted a procedure called "householding" so we are sending only one proxy statement to those with the same last name at a single address, unless we have received instructions to do otherwise. Householding reduces our printing and postage costs. If a shareholder of record wishes to receive a separate copy of a proxy statement or annual report in the future, he or she may provide written notice to the Company’s Secretary, Modine Manufacturing Company, 1500 DeKoven Avenue, Racine, WI 53403-2552 and tell us otherwise. Upon written or oral request, the Company will promptly send a copy of either document. Shareholders of record sharing the same address and receiving multiple copies of the annual report and proxy statement may request householding by contacting us in the same manner. If you own your shares in street name, you may request householding by contacting the entity in whose name the shares are held.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the outstanding shares of the Company’s common stock by: (i) persons known by the Company to beneficially own more than 5% of the outstanding shares of the common stock; (ii) nominees for director and directors of the Company; (iii) the executive officers named in the Summary Compensation Table in the Executive Compensation section of this proxy statement; and (iv) all current directors and executive officers of the Company as a group. The number of shares set forth for nominees for directors, directors, and executive officers are reported as of May 25, 2007. The number of shares for 5% shareholders is as of the date such shareholder reported such holdings in filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

	Common Stock
Name and Address of Owner (1)	Number of Shares Owned and Nature of Interest (2)(3)	Percent of Class

Mario J. Gabelli and affiliates (4) One Corporate Center Rye, New York 10580-1434	3,490,102	10.77
Shamrock Partners Activist Value Fund, L.L.C. (5) 4444 Lakeside Drive Burbank, California 91505	2,092,900	6.46
Dimensional Fund Advisors LP (6) 1299 Ocean Avenue Santa Monica, California 90401	2,090,075	6.45
Charles P. Cooley	858	0*
Richard J. Doyle	54,541	*
Frank P. Incropera	37,885	*
Frank W. Jones (7)	91,255	*
Dennis J. Kuester (8)	69,941	*
Vincent L. Martin (9)	46,152	*
Gary L. Neale	82,275	*
Marsha C. Williams	44,274	*
Michael T. Yonker	58,596	*
David B. Rayburn	372,321	1.15
Bradley C. Richardson	120,607	*
Thomas A. Burke	72,365	*
Klaus A. Feldmann	139,550	*
Charles R. Katzfey	137,530	*
James R. Rulseh	131,052	*
All directors and executive officers as a group (17 persons)(10)(11)	1,706,728	32.50

*	Represents less than 1% of the class.

(1)	Except as otherwise indicated, each person has the sole power to vote and dispose of all shares listed opposite his or her name.

(2)	Includes shares of common stock issuable upon the exercise of options as follows:

Name	Number of Shares Subject to Options Exercisable within 60 Days of May 25, 2007

Charles P. Cooley	0
Richard J. Doyle	33,803
Frank P. Incropera	35,852
Frank W. Jones	52,241
Dennis J. Kuester	52,241
Vincent L. Martin	35,852
Gary L. Neale	53,265
Marsha C. Williams	40,974
Michael T. Yonker	52,241

(3) Includes the following:

	Number of Shares
Name	Direct Ownership	Options Exercisable within 60 Days of May 25, 2007	Held in 401(k) Plan	Attributable to Deferred Comp. Plan	Held in ESOP	Restricted Shares (Not Vested)

David B. Rayburn	38,790	266,719	3,860	7,995	7,973	46,984
Bradley C. Richardson	19,322	78,642	333	1,207	0	21,103
Thomas A. Burke	2,759	47,378	263	299	0	21,666
Klaus A. Feldmann	13,319	109,586	0	0	0	16,645
Charles R. Katzfey	18,072	102,391	0	46	0	17,021
James R. Rulseh	9,681	103,441	962	32	0	16,936

(4)

Based on Schedule 13D/A filed under the Exchange Act, dated March 7, 2007. Each reporting person included in the Schedule 13D/A: Gabelli Funds, LLC; GAMCO Asset Management Inc.; and MJG Associates, Inc., has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the reported shares, except that (i) GAMCO Asset Management does not have authority to vote 117,000 of the reported shares, and (ii) in certain circumstances, proxy voting committees may have voting power over the reported shares.

(5)

Based on Schedule 13D/A filed under the Exchange Act, dated May 9, 2007. Shamrock Partners Activist Value Fund, L.L.C. (“Shamrock Partners”) is the managing member of Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), which is the general partner of three funds that collectively own the shares reported. Shamrock Partners has sole voting and dispositive power with respect to all of such shares, the General Partner has shared voting and dispositive power with respect to all of the shares, and each of the funds has shared voting and dispositive power with respect to the shares held by the respective funds.

(6)	Based on Schedule 13G filed under the Exchange Act dated December 31, 2006. Dimensional Fund Advisors LP has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of the reported shares.

(7)	Mr. Jones shares the power to vote and dispose of 11,295 shares of common stock with his spouse.

(8)	Excludes the shares held by Marshall & Ilsley Trust Company, N.A., a subsidiary of Marshall & Ilsley Corporation, see footnote 1 to the table below labeled Ownership of Common Stock by Modine Employee Benefit Plans.

(9)	Mr. Martin shares the power to vote and dispose of 2,000 shares of common stock with his spouse.

(10)	Includes 1,232,963 shares subject to the exercise of options within 60 days of May 25, 2007.

(11)	None of the shares of common stock held by a director or executive officer are pledged as security.

The above beneficial ownership information is based on information furnished by the specified persons and is determined in accordance with Exchange Act Rule 13d-3, as required for purposes of this proxy statement. It includes shares of common stock that are issuable upon the exercise of stock options exercisable within 60 days of May 25, 2007. Such information is not necessarily to be construed as an admission of beneficial ownership.

Ownership of Common Stock by Modine Employee Benefit Plans

The following table shows the number of shares of Modine common stock held by Modine employee benefit plans as of March 31, 2007.

	Common Stock
Name of Plan	Number of Shares Owned	Percent of Class

Administrative Committee of Modine Stock Ownership Plan (“ESOP”)(1) 1500 DeKoven Avenue Racine, Wisconsin 53403-2552	1,405,000	4.33
Administrative Committee of Modine’s 401(k) Salaried Savings Plan (2)(3) (Members: Gregory T. Troy, Margaret C. Kelsey, David B. Rayburn, Dean R. Zakos)	713,212	2.17
Administrative Committee of Modine’s 401(k) Hourly Savings Plan (2)(3) (Members: Gregory T. Troy, Laura O. Clampett, Randy G. De Pelecyn)	688,655	2.09
Administrative Committee of Modine’s Master Retirement Trust for Pension Plans (3)(4) (Members: David B. Rayburn, Bradley C. Richardson, Dean R. Zakos, Gregory T. Troy)	482,223	1.30
Administrative Committee of Modine’s Deferred Compensation Plan (3)(5) (Members: Gregory T. Troy, Margaret C. Kelsey, David B. Rayburn, Dean R. Zakos)	26,674	0.08

(1)

Under Exchange Act Rule 13d-3, the Administrative Committee of the ESOP may be deemed to be the beneficial owner of the shares held in the ESOP, although Marshall & Ilsley Trust Company N.A. is trustee of the shares in the ESOP. Marshall & Ilsley Trust Company N.A. is also the trustee of the Company’s Employees’ Retirement Trusts (pension) and defined contribution plans (including 401(k) plans). The participants in the ESOP are entitled to direct how the stock represented by the units in their account will be voted and Marshall & Ilsley Trust Company N.A. votes undirected shares in its sole discretion as it also does with undirected shares in the defined contribution plans. Marshall & Ilsley Trust Company N.A., as custodian, may be viewed as having voting or dispositive authority in certain situations pursuant to Department of Labor regulations or interpretations of federal case law. Pursuant to Exchange Act Rule 13d-4, inclusion of such shares in this table shall not be construed as an admission that the reporting person or its affiliates are, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owners of such securities. Dennis Kuester, a director of the Company, is Chairman of the Board of Marshall & Ilsley Corporation and Chairman of M&I Marshall & Ilsley Bank. Marshall & Ilsley Trust Company N.A. is a subsidiary of Marshall & Ilsley Corporation. Marshall & Ilsley Corporation and its subsidiaries specifically disclaim beneficial ownership of stock held by the ESOP and the related trusts.

(2)

Under Exchange Act Rule 13d-3, the Administrative Committee of the plan may be deemed to be the beneficial owner of the shares held in the plan, although Marshall & Ilsley Trust Company N.A. is trustee of the shares in the plan. The participants are entitled to direct how the stock represented by the units in their account will be voted and Marshall & Ilsley Trust Company N.A. votes undirected shares in its sole discretion.

(3)

Marshall & Ilsley Trust Company N.A., as custodian, may be viewed as having voting or dispositive authority in certain situations pursuant to Department of Labor regulations or interpretations of federal case law. Pursuant to Exchange Act Rule 13d-4, inclusion of such shares in this table shall not be construed as an admission that the reporting person or its affiliates are, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owners of such securities. Dennis Kuester, a director of the Company, is Chairman of the Board of Marshall & Ilsley Corporation and Chairman of M&I Marshall & Ilsley Bank. Marshall & Ilsley Trust Company N.A. is a subsidiary of Marshall & Ilsley Corporation. Marshall & Ilsley Corporation and its subsidiaries specifically disclaim beneficial ownership of stock held by the plan and the related trusts.

(4)	Marshall & Ilsley Trust Company N.A. is the trustee of the Master Trust that holds the shares for Modine’s various non-union pension plans. The shares held by such plans are voted by the Administrative Committee of the plan.

(5)	The shares held by such plan are voted by the Administrative Committee of the plan.

CORPORATE GOVERNANCE

The Company's business is managed under the direction of its Board of Directors, pursuant to the laws of the State of Wisconsin, its Amended and Restated Articles of Incorporation and its Bylaws. Members of the Board of Directors are kept informed of the Company's business through discussions with the CEO and with key members of management, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

The Company reviews and evaluates its corporate governance policies and practices, particularly in light of the Sarbanes-Oxley Act of 2002 and rule changes made by the SEC and the NYSE. We believe that our current policies and practices meet these requirements. Our corporate governance policies, including our Guidelines on Corporate Governance and charters for committees of the board, are available on our website, www.modine.com, and are available in print to any shareholder or interested person upon request.

Code of Ethics

Our Guideline for Business Conduct (our "Guideline") summarizes the compliance and ethical standards and expectations we have for all our employees, officers (including our principal executive officer, principal financial officer and principal accounting officer) and directors with respect to their conduct in furtherance of Company business. It contains procedures for reporting suspected violations of the Guideline, including procedures for the reporting of questionable accounting or auditing matters or other concerns regarding accounting, internal accounting controls or auditing matters. The Company has established a Business Ethics Program through which employees and others may report, anonymously and in confidence, concerns regarding such matters. A copy of our Guideline, as well as further information regarding our Business Ethics Program is available on our website, www.modine.com. These materials are also available in print to any shareholder or interested person upon request. If we make any substantive amendment to the Guideline, we will disclose the nature of such amendment on our website or in a current report on Form 8-K. In addition, if a waiver from the Guideline is granted to an executive officer or director, we will disclose the nature of such waiver on our website, in a press release or in a current report on Form 8-K.

ITEM 1 - ELECTION OF DIRECTORS

Action will be taken at the 2007 Annual Meeting of Shareholders for the election of three directors to serve as directors until the 2010 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The Company’s Amended and Restated Articles of Incorporation provide that the Board of Directors shall be divided into three classes, as nearly equal in number as possible, serving staggered three-year terms. The Board of Directors currently consists of ten members with two classes of three directors each and one class with four. On October 18, 2006, the Board of Directors elected Charles P. Cooley to the board and thereby expanded the board from nine members to ten with the addition of Mr. Cooley. Mr. Cooley was elected to the board with the understanding that he would stand for election to the board by the Company’s shareholders at the 2007 Annual Meeting of Shareholders in July 2007, filling the post slated to be vacated by Mr. Richard J. Doyle, who will be retiring from the Board of Directors at that time. After the 2007 Annual Meeting of Shareholders, the board will act to amend the Company’s Bylaws to again provide for a nine member board.

The nominees for election are Charles P. Cooley, Gary L. Neale and David B. Rayburn. The election will be determined by a plurality of the votes duly cast. It is intended that the persons appointed as proxies will vote FOR the election of the nominees listed below, unless instructions to the contrary are given to them. The nominees have indicated that they are able and willing to serve as directors. While it is not anticipated that any of the nominees will be unable to take office, if that happens, it is intended that the proxies will vote FOR the substitute nominees. In accordance with our Bylaws, a director shall hold office until the end of such director’s term and until the director’s successor shall have been elected or there is a decrease in the number of directors or until his or her prior death, resignation or removal. Vacancies may be filled by the remaining directors. See Selection of Nominees for the Board below.

The Company's Bylaws provide that each Director shall retire at the close of the term in which he or she attains the age of 70 years, except that the provision shall not apply to any director who has been exempted from the provision by a resolution passed by a two-third's vote of the Board of Directors.

The nominees for the Board of Directors, the directors whose terms will continue, their ages, principal occupation (which they have been in for at least five years unless otherwise indicated), other directorships and their tenure and expiration dates of their terms are as follows:

Name	Principal Occupation and Directorships
Nominees to be Elected for Terms Expiring in 2010:
Charles P. Cooley Age 51 Director since October 2006		Since July 2005, Mr. Cooley has been Senior Vice President, Treasurer and Chief Financial Officer of The Lubrizol Corporation, Cleveland, Ohio, a specialty chemical company. Mr. Cooley held the position of Vice President and Chief Financial Officer of The Lubrizol Corporation from April 1998 to July 2005. Prior to joining The Lubrizol Corporation, Mr. Cooley was Assistant Treasurer of Corporate Finance, Atlantic Richfield Company (ARCO) and Assistant Secretary, Manufacturers Hanover Trust Company.
Gary L. Neale Age 66 Director since 1977		Retired. Prior to January 2007, Mr. Neale was Chairman of NiSource, Inc., Merrillville, Indiana, a holding company for gas and electric utilities and other energy-related subsidiaries. Mr. Neale served as Chief Executive Officer (1993 - July 2005) and President (1994 - November 2004) of NiSource, Inc. Mr. Neale serves as a director of Chicago Bridge & Iron Company N.V.
David B. Rayburn Age 59 Director since 2003		President and Chief Executive Officer of the Company since January 2003. Prior to that time, Mr. Rayburn was President and Chief Operating Officer of the Company (April 2002 - January 2003) and Executive Vice President of the Company (1998 - March 2002). Prior to joining the Company in 1991, Mr. Rayburn held various management positions with Rockwell International, Inc., a diversified manufacturing company, including serving as director of manufacturing for the Off-Highway Product and Drive Line Division of the Automotive Operations Group. Mr. Rayburn is also a director of Twin Disc, Incorporated and Jason Incorporated.
Directors Continuing in Service for Terms Expiring in 2008:
Frank P. Incropera Age 67 Director since 1999		Clifford and Evelyn Brosey Professor of Mechanical Engineering of the University of Notre Dame's College of Engineering, Notre Dame, Indiana since July 2006. From 1998 to July 2006, Dr. Incropera was McCloskey Dean of the University of Notre Dame’s College of Engineering. Dr. Incropera was with Purdue University from 1966 to 1998 with the exceptions of research leaves spent at NASA-Ames (1969), U.C. Berkeley (1973-1974) and the Technical University of Munich (1988).
Vincent L. Martin Age 67 Director since 1992		Retired. Mr. Martin was Chairman of the Board of Jason Incorporated, a diversified manufacturing company based in Milwaukee, Wisconsin from January 1986 to October 2004. He was Chief Executive Officer of Jason Incorporated from 1986 to 1999. Mr. Martin's business career includes experience with AMCA International, FMC Corporation and Westinghouse Air Brake. Mr. Martin is also a director of Jason Incorporated and Proliance International, Inc.
Marsha C. Williams Age 56 Director since 1999		Ms. Williams was Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, a real estate investment trust located in Chicago, Illinois from August 2002 through February 8, 2007. Prior to that time, Ms. Williams was Chief Administrative Officer of Crate and Barrel (May 1998 to August 2002) and served as Vice President and Treasurer of Amoco Corporation; Vice President and Treasurer of Carson Pirie Scott & Company; and Vice President of The First National Bank of Chicago. Ms. Williams is also a director of Chicago Bridge & Iron Company N.V., Davis Funds and Selected Funds.
Directors Continuing in Service for Terms Expiring in 2009:
Frank W. Jones Age 67 Director since 1982		Independent management consultant in Tucson, Arizona. Mr. Jones's forty-five year career in business includes over twenty-five years of service with Giddings & Lewis, Inc., a manufacturer of machine tools and, at that time, a NYSE- listed company, the last five as President and Chief Executive Officer. Mr. Jones served as an officer of the Company in 1986 and 1987.
Dennis J. Kuester Age 65 Director since 1993		Chairman of the Board (since January 2005), Chief Executive Officer (January 2002 - April 2007) and President (1987 to April 2005) of Marshall & Ilsley Corporation, Chairman (since October 2001) and Chief Executive Officer (October 2001 - April 2007) and President (1989 to 2001) of M&I Marshall & Ilsley Bank, and Chairman of Metavante Corporation, a Milwaukee, Wisconsin-based bank holding company, bank, and banking services company, respectively. Mr. Kuester is also a director of Marshall & Ilsley Corporation and Wausau Paper Corporation.
Michael T. Yonker Age 64 Director since 1993		Retired. Prior to June 1998, Mr. Yonker was President and Chief Executive Officer of Portec, Inc., Lake Forest, Illinois, a manufacturer of material handling equipment. Mr. Yonker is also a director of Woodward Governor Company and EMCOR Group, Inc.

The Board of Directors recommends a vote FOR all of the director-nominees: Messrs. Cooley, Neale and Rayburn.

Director Independence

The Company requires, as set forth in its Guidelines on Corporate Governance, that a majority of the board’s members be independent in accordance with the independence standards of the NYSE. However, the Company is not opposed to having members of the Company's management, including the CEO, serve as directors. At a minimum, to qualify as "independent," a director must meet the independence standards of the NYSE. The Corporate Governance and Nominating Committee assesses independence on an ongoing basis, and each director is responsible for bringing to the attention of that Committee any changes to his or her status that may affect independence. In addition, the directors complete, on an annual basis, a questionnaire prepared by the Company that is designed to elicit information that relates to the independence assessment. At least annually, the board reviews the relationships that each director has with the Company. Only those directors who the board affirmatively determines have no material relationship with the Company, and who do not have any of the relationships that prevent independence, are considered to be independent directors.

The board has determined that the following directors are independent within the meaning of the listing standards of the NYSE: Messrs. Cooley, Doyle, Jones, Kuester, Neale and Yonker, Dr. Incropera and Ms. Williams. The Board concluded that none of these directors possessed the categorical relationships set forth in the NYSE listing standards that prevent independence and had no other business or other relationships with the Company relevant to a determination of their independence, except as set forth here for Mr. Kuester. As indicated above in the Security Ownership of Certain Beneficial Owners and Management tables, Marshall & Ilsley Trust Company N.A., a subsidiary of Marshall & Ilsley Corporation, is the trustee of the Company’s Employees’ Retirement Trusts (pension) and defined contribution plans (including 401(k) plans). In connection with those services, Modine and its employee benefit plans paid, in the aggregate, approximately $900,000 to Marshall & Ilsley Trust Company N.A. in the fiscal year ended March 31, 2007. The board determined that Mr. Kuester’s association with Marshall & Ilsley Corporation does not constitute a material relationship with Modine and the transactions with Modine do not require Board approval or ratification. In making this decision, the board considered the amount of fees paid by Modine and its employee benefit plans to Marshall & Ilsley Trust Company N.A., the fact that the fees paid are at market rates, were negotiated on an arm’s length basis and involve less than 2% of each of Modine’s and Marshall & Ilsley Corporation’s revenues and that Marshall & Ilsley Corporation has adopted procedures to protect against potential conflicts of interest in connection with such business relationships, among other factors. The Board of Directors determined that Mr. Martin was not independent during the fiscal year ended March 31, 2007 because of a compensation committee interlock almost three years ago. Mr. Martin cannot be deemed independent before July 2007. Mr. Rayburn is not an independent director given his position as President and CEO of the Company.

Lead Director

Gary Neale is the Board’s Lead Director, a position he has held since the beginning of fiscal 2004. His primary responsibility as Lead Director is to preside over periodic executive sessions of the board in which the CEO and other members of management do not participate. At least once annually, “non-management” directors meet without the “management” director. Mr. Neale also chairs certain portions of board meetings and performs other duties that the board may from time to time delegate to assist the board in the fulfillment of its responsibilities. Mr. Neale does not receive any compensation in addition to his director fees to perform the role of Lead Director.

Selection of Nominees for the Board

The Corporate Governance and Nominating Committee (the “Nominating Committee”) considers prospective candidates for Board membership who are recommended by its members, as well as management and shareholders. The Nominating Committee may also decide to engage a professional search firm to assist in identifying qualified candidates. When such a search firm is engaged, the Nominating Committee sets its fees and scope of engagement.

Once the Nominating Committee identifies a prospective nominee, it initially determines whether to conduct a full evaluation of the candidate. The Nominating Committee makes its initial determination based on the information provided to it with the recommendation of the prospective candidate, as well as the Nominating Committee's own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others.

The Nominating Committee then evaluates the prospective nominee. The Nominating Committee considers relevant factors as it deems appropriate, including the current composition of the board, the need for additional Audit Committee expertise and the evaluations of other prospective nominees. In assessing candidates, the board considers issues such as education, experience, diversity, knowledge and understanding of matters such as finance, manufacturing, technology and others frequently encountered by a global business.

Every effort is made to complement and supplement skills within the existing board and strengthen any identified areas. Further criteria include a candidate's personal and professional ethics, integrity and values, as well as his or her willingness and ability to devote sufficient time to attend meetings and participate effectively on the board. The Committee has not established minimum qualifications for director nominees.

In connection with this evaluation, the board determines whether to interview the prospective nominee, and if warranted, one or more members of the Nominating Committee, and others as appropriate, will interview prospective nominees in person or by telephone. After completing the evaluation and interview, the board determines who should be nominated for a position on the Board of Directors.

Given the fact that Mr. Doyle will be retiring from the Board of Directors at the 2007 Annual Meeting of Shareholders, the Board of Directors determined that it had need of another “audit committee financial expert.” The Nominating Committee hired an executive search firm to conduct a search for an “audit committee financial expert” and a person who would possess the skills, knowledge, understanding and education to contribute to the board. After an extensive search, the search firm presented a number of qualified candidates to the Nominating Committee for review. The Nominating Committee interviewed a number of these candidates both on the telephone and in person in accordance with the review and evaluation process described above and recommended Charles P. Cooley to the board. The board nominated Mr. Cooley and he was unanimously elected to the Board of Directors at its October 2006 meeting.

Shareholder Nominations and Recommendations of Director Candidates

The Bylaws of the Company provide that any shareholder who is entitled to vote for the election of directors at a meeting called for such purpose may nominate persons for election to the Board of Directors. Shareholders who desire to nominate a person or persons for election to the board must comply with the notice requirements in the Bylaws, a copy of which is available from the Company’s Secretary. Shareholders who want to submit a recommendation for a director candidate for the Board may submit the recommendation to the board using the procedure described below under Shareholder and Other Interested Persons’ Communication with the Board. The Nominating Committee intends to evaluate candidates recommended by shareholders in the same manner that it evaluates other candidates. The Nominating Committee requests that it receive any such recommendations by October 1, 2007 for the 2008 Annual Meeting of Shareholders. The Company has not received any shareholder recommendations of director candidates with regard to the election of directors covered by this proxy statement or otherwise.

Shareholder and Other Interested Persons’ Communication with the Board

Shareholders and other interested persons wishing to communicate with the Board of Directors or with a board member (including the Lead Director) should address communications to the board or to the particular board member, c/o Secretary, Modine Manufacturing Company, 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552. Under a process approved by the Board of Directors, the Secretary reviews all such correspondence and forwards to the board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deal with the functions of the board or committees thereof or that he otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company's Business Ethics Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the board may change the process by which shareholders and other interested persons may communicate with the Board of Directors or its members. Please refer to the Company's website, www.modine.com, for any changes to this process.

Board Meetings and Committees

The Board of Directors held six regular meetings during the fiscal year ended March 31, 2007 and had four standing committees as follows: Audit; Officer Nomination & Compensation; Pension; and Corporate Governance and Nominating. In July of each year, the board selects the members of each of the committees. The table below shows the membership of each committee, the number of times the board and each committee met and the attendance at board and committee meetings on which each director served in the fiscal year ended March 31, 2007. All directors attended at least 75% of the aggregate of the board meetings and meetings of committees on which they served.

Meetings Attended	Board	Committee
Charles P. Cooley	3 of 4 (75%)	Audit 2 of 2 (100%) Corp. Gov. 1 of 1 (100%)
Richard J. Doyle	6 of 6 (100%)	(chair) Audit 4 of 4 (100%) Pension 2 of 2 (100%) Corp. Gov. 1 of 1 (100%)
Frank P. Incropera	5 of 6 (83%)	Audit 4 of 4 (100%) Pension 1 of 2 (50%) Corp. Gov. 1 of 1 (100%)

Frank W. Jones	6 of 6 (100%)	ONC 3 of 3 (100%) (chair) Pension 2 of 2 (100%) Corp. Gov. 1 of 1 (100%)
Dennis J. Kuester	5 of 6 (83%)	ONC 3 of 3 (100%) Corp. Gov. 1 of 1 (100%)
Vincent L. Martin	6 of 6 (100%)	Pension 2 of 2 (100%)
Gary L. Neale	6 of 6 (100%)	Audit 4 of 4 (100%) (chair) ONC 3 of 3 (100%) Corp. Gov. 1 of 1 (100%)
David B. Rayburn	6 of 6 (100%)	Not applicable
Marsha C. Williams	6 of 6 (100%)	Audit 4 of 4 (100%) ONC 3 of 3 (100%) Corp. Gov. 0 of 1 (0%)
Michael T. Yonker	6 of 6 (100%)	Audit 4 of 4 (100%) ONC 3 of 3 (100%) (chair) Corp. Gov. 1 of 1 (100%)

Audit = Audit Comm. ONC = Officer Nomination & Compensation Comm.

Pension = Pension Comm. Corp. Gov = Corporate Governance and Nominating Comm.

Attendance at Annual Meeting. The Company does not have a formal policy that its directors attend the Annual Meeting of Shareholders because it expects them to do so and because the Company's directors historically have attended these meetings. Eight of the then nine members of the Board of Directors attended last year's annual meeting. The Board of Directors conducts its annual meeting directly after the Annual Meeting of Shareholders at the Company's headquarters.

Roles of the Board's Committees

Audit Committee. The Audit Committee is a separately designated standing committee of the Board of Directors, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The functions of the Audit Committee are described below in the Report of the Audit Committee on pages 50 - 51 of this proxy statement. The charter of the Audit Committee is available on the Company's website, www.modine.com.

The Board of Directors has determined that each of the members of the Audit Committee is “independent” as defined in the corporate governance listing standards of the NYSE relating to audit committees. The Board of Directors has determined that each Audit Committee member satisfies the financial literacy and experience requirements of the NYSE, and that each of Mr. Cooley, Mr. Doyle (the Chair of the Committee) and Ms. Williams qualifies as an “audit committee financial expert” within the meaning of the SEC rules.

Officer Nomination & Compensation Committee.

Composition. The Officer Nomination & Compensation Committee of the Board of Directors (the “ONC Committee”) is composed exclusively of non-employee, independent directors none of whom has a business relationship with the Company, other than in their capacity as directors, or has any interlocking relationships with the Company that are subject to disclosure under the rules of the SEC related to proxy statements. The ONC Committee reports to the entire Board.

Scope of Authority. The ONC Committee reviews the performance of the executive officers; reviews candidates for positions as officers; makes recommendations to the board on officer candidates; makes recommendations to the board on compensation of officers; considers recommendations made by management relating to director compensation and presents those recommendations to the board; and administers the Modine Manufacturing Company 1994 Incentive Compensation Plan, the Modine Manufacturing Company 2002 Incentive Compensation Plan and the Amended and Restated 2000 Incentive Plan for Non-Employee Directors. The charter of the ONC Committee is available on the Company's website, www.modine.com.

Role of Consultants. In January, prior to the end of the Company’s 2007 fiscal year, the ONC Committee reviewed all components of the named executive officers’ compensation, including salary, bonus, equity and long-term incentive compensation, the dollar value to the executive and the cost to the Company of all perquisites and other personal benefits, the actual projected payout obligations under the Company’s pension plans under several potential severance and change in control scenarios. The ONC Committee, with the assistance of Towers Perrin, an independent executive compensation consulting firm hired by the ONC Committee to advise it on executive compensation matters, compared the total direct compensation of each named executive officer and the directors to compensation survey data provided by Towers Perrin.

Role of Executive Officers. Towers Perrin assists the ONC Committee in the evaluation of the compensation of the CEO. For all other officers, the Company’s CEO and Vice President and Chief Human Resources Officer, with input from Towers Perrin, recommends the officer’s compensation level to the ONC Committee. The ONC Committee determines the compensation for such officers, including the named executive officers.

Compensation Committee Interlocks and Insider Participation: The members of the ONC Committee are Gary Neale, Frank Jones, Dennis Kuester, Marsha Williams and Michael Yonker. Mr. Jones is a former executive officer of the Company having served more than three years ago. See the Director Independence section above for additional information concerning director independence.

The Company had no “Compensation Committee Interlocks” as described by the SEC during fiscal 2007.

Pension Committee. The Pension Committee reviews and monitors performance of the defined benefit pension plans and the defined contribution plans offered by the Company; monitors the objectives, membership and activities of the Company's Pension Investment Committee; and provides oversight for pension trust investments and defined contribution plans. The charter of the Pension Committee is available on the Company's website, www.modine.com.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee (the “Nominating Committee”) develops and implements policies and practices relating to corporate governance matters, including reviewing and monitoring implementation of the Company's Guidelines on Corporate Governance; develops and reviews background information on prospective nominees to the board and makes recommendations to the board regarding such persons; and supervises the board's annual self-evaluation working with an outside law firm to conduct such evaluation. The Nominating Committee is composed exclusively of non-employee, independent directors none of whom has a business relationship with the Company, other than in their capacity as directors, or has any interlocking relationships with the Company that are subject to disclosure under the rules of the SEC related to proxy statements. The Nominating Committee may utilize the services of any non-independent director but that director does not have the power to vote. The charter of the Nominating Committee is available on the Company's website, www.modine.com.

Compensation of Directors

Employees of Modine do not receive any compensation for serving on the Modine board. Non-employee directors, including the Lead Director, receive the following: an annual retainer of $35,000, payable quarterly; $1,750 for each board meeting attended; $1,500 for each committee meeting attended; an annual retainer of $5,000 for acting as Chair of the ONC Committee, Pension Committee or Nominating Committee and an annual retainer of $10,000 for acting as Chair of the Audit Committee; reimbursement for travel, lodging, and related expenses incurred in attending board and/or committee meetings; and travel-accident and director and officer liability insurance.

The Amended and Restated 2000 Stock Incentive Plan for Non-Employee directors (the “Amended Directors’ Plan”) gives discretion to the board, or a committee of the board, to grant stock options and stock awards to non-employee directors. The Amended Directors’ Plan is currently administered by the ONC Committee. The board or the ONC Committee, as applicable, has broad discretionary authority to set the terms of awards under the plan. It is the current policy of the Board of Directors to grant unrestricted stock awards to each non-employee director after the annual meeting of shareholders in an amount equal to $38,000 divided by the closing stock price on the date of grant.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)	Total ($)

Charles Cooley (4)	27,250	29,724	NA	56,974

Richard Doyle	69,000	38,000	-	107,000

Frank Incropera	54,250	0	-	54,250

Frank Jones	59,500	38,000	-	97,500

Dennis Kuester	49,750	38,000	-	87,750

Vincent Martin	50,000	0	-	50,000

Gary Neale	60,750	38,000	-	98,750

Marsha Williams	57,500	0	-	57,500

Michael Yonker	64,000	38,000	-	102,000

(1) Messrs. Doyle, Jones, Kuester, Neale and Yonker were each granted 1,700 shares of unrestricted stock after the 2006 Annual Meeting of Shareholders under the Amended Directors’ Plan. The number of shares of stock was determined by dividing $38,000 by $22.93, the closing stock price on the date of grant. Ms. Williams, Dr. Incropera and Mr. Martin did not receive grants of stock at that time because each of them had received a stock grant after the 2005 Annual Meeting of Shareholders covering a period of three years. The Board of Directors granted Mr. Cooley an award of 1,200 shares of unrestricted stock when he joined the board on October 18, 2006, at a price of $24.77, the closing stock price on the date of grant.

Prior to the approval of the Amended Directors’ Plan, non-employee directors, upon election or re-election to the board, received options to purchase the number of shares of stock equal to the product of 6,000 times (for elections between July 2000 and July 2004) or 5,000 times (for elections prior to July 2000) the number of years in the term to which such director was elected or re-elected. These options were granted at 100% of the fair market value of the common stock on the grant date. These options expire no later than ten years after the grant date and terminate no later than three years after termination of director status for any reason, other than death.

(2)

Represents amounts expensed in fiscal 2007 relating to stock grants. Effective April 1, 2006, the Company elected SFAS No. 123(R), which requires it to recognize compensation expense for stock options and other stock-related awards granted to our employees and directors based on the estimated fair value of the equity awards at the time of grant. The assumptions used to determine the value of the awards are discussed in Note 23 of the Notes to the Consolidated Financial Statements of the Company contained in the Company’s Form 10-K for the fiscal year ended March 31, 2007.

(3)

Represents the change in pension value between the end of fiscal 2006 and fiscal 2007. The changes in pension value for the current directors under the Modine Manufacturing Company Director Emeritus Retirement Plan (the "Director Emeritus Retirement Plan") were as follows: Mr. Doyle - a reduction of $2,535; Dr. Incropera - no change; Mr. Jones - a reduction of $4,174; Mr. Kuester - a reduction of $847; Mr. Martin - a reduction of $1,089; Mr. Neale - a reduction of $5,824; Ms. Williams - a reduction of $49; and Mr. Yonker - a reduction of $847. These amounts are not included in the table above because they are negative numbers. The change in pension value is solely a result of the change in the interest rate used to calculate the present value of the pension benefit under the Director Emeritus Retirement Plan because no benefits otherwise continue to accrue under that plan.

The Board of Directors adopted the Director Emeritus Retirement Plan pursuant to which any person, other than an employee of the Company, who was or became a director of Modine on or after April 1, 1992 and who retired from the board would be paid a retirement benefit equal to the annualized sum directors were paid for their service to the Company as directors (including board meeting attendance fees but excluding any applicable committee attendance fees) in effect at the time such director ceased his or her service as a director. The retirement benefit continues for the period of time equal in length to the duration of the director's board service. If a director dies before retirement or after retirement during such period, his or her spouse or other beneficiary would receive the benefit. In the event of a change in control (as defined in the Director Emeritus Retirement Plan) of Modine, each eligible director, or his or her spouse or other beneficiary entitled to receive a retirement benefit through him or her, would be entitled to receive a lump-sum payment equal to the present value of the total of all benefit payments that would otherwise be payable under the Director Emeritus Retirement Plan. The retirement benefit is not payable if the director directly or indirectly competes with the Company or if the director is convicted of fraud or a felony and such fraud or felony is determined by disinterested members of the Board of Directors to have damaged Modine. Effective July 1, 2000, the Director Emeritus Retirement Plan was frozen with no further benefits accruing under it. All eligible directors who retired prior to July 1, 2000 continue to receive benefits pursuant to the Director Emeritus Retirement Plan. All current directors eligible for participation, Ms. Williams, Messrs. Doyle, Jones, Kuester, Martin, Neale and Yonker, and Dr. Incropera, accrued pension benefits pursuant to the Director Emeritus Retirement Plan until July 1, 2000.

Assumptions for determination of change in pension value in the table above: use of discount rates of 5.92% as of March 31, 2007, 6.25% as of March 31, 2004, 5.75% as of March 31, 2005, and 5.92% as of March 31, 2006 to determine the present value of the benefit and use of RP-2000 combined healthy mortality tables (post-retirement decrement only).

(4) Mr. Cooley joined the Board of Directors on October 18, 2006.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains the compensation philosophy, policies and practices of the Company with respect to its named executive officers. This section focuses on the compensation provided to the Company’s principal executive officer, principal financial and accounting officer, and its other four most highly compensated executive officers, who are collectively referred to in this section as the “named executive officers.”

For purposes of this section, “named executive officers” refers to David B. Rayburn, President and Chief Executive Officer; Bradley C. Richardson, Executive Vice President, Finance and Chief Financial Officer; Thomas A. Burke, Executive Vice President and Chief Operating Officer; Klaus A. Feldmann, Regional Vice President- Europe; Charles R. Katzfey, Regional Vice President- Americas; and James R. Rulseh, Regional Vice President- Asia.

Executive Compensation Policy

The following principles guide the Officer Nomination & Compensation Committee’s (the “ONC Committee”) decisions on executive compensation:

·	Modine's goals can only be achieved by the retention and attraction of competent, highly skilled people;

·	Compensation is a primary factor in retaining and attracting employees;

·	Performance-based compensation must balance rewards for short-term and long-term results;

·	Compensation must be linked to the interests of our shareholders by using stock incentives, both stock awards and stock options;

·	Elements of executive compensation: base salary; annual incentives (cash bonus); and long-term incentives (stock-based) are targeted to be at the median of the market;

·	Strong financial and operational performance must be encouraged and shareholders’ investments must be preserved and enhanced over time without undue risk in the process; and

·	Corporate results need to be rewarded rather than independent performance of operating units given the interdependence of those units and the benefits derived from the fostered cooperation and optimization of resource allocation.

Elements of Executive Compensation for Fiscal 2007

It is the ONC Committee’s philosophy that an executive compensation program should be used to promote both the short and long-term financial objectives of the Company, encourage the executives to act as owners of the Company and attract and retain people who are qualified, motivated and committed to excellence. The ONC Committee believes this can be accomplished through a compensation program that provides a balanced mix of cash and equity-based compensation. The equity compensation provides an incentive that rewards superior performance and provides financial consequences for underperformance.

The CEO participates in the same programs and receives compensation based generally on the same factors as the other named executive officers. However, the level of Mr. Rayburn’s compensation is heavily dependent upon the Company’s performance. Mr. Rayburn's overall compensation reflects a greater degree of policy and decision-making authority and a higher level of responsibility with respect to the strategic direction and financial and operational results of the Company. As a result, Mr. Rayburn’s compensation is more weighted in performance measurements so that his compensation increases to a greater degree with improvements in the Company’s performance. See the graph on page 20 of this proxy statement illustrating this fact.

Base Salary

Individual performance is the key component in determining base salary and any changes to base salary. Base salary is designed to compensate executives for their level of responsibility and sustained individual performance. The objective of the ONC Committee is to pay a salary at the median for like positions and responsibilities based on broad industry surveys. The ONC Committee annually reviews base salary to ensure, on the basis of responsibility and performance, that executive compensation is meeting the ONC Committee's principles. Superior performance is recognized through above market merit increases.

The ONC Committee uses peer group data for similar officer positions to test for reasonableness and competitiveness of base salary by position, but also exercises its judgment to determine the appropriate level of base compensation to differentiate individuals based upon their individual performance. The determination of base salary affects every other aspect of executive compensation because all of the other components of executive compensation are expressed as a percentage of base salary. The ONC Committee determines the CEO’s base salary with the assistance of the ONC Committee’s consultant, Towers Perrin, and reviews and approves the compensation of other officers.

The ONC Committee evaluates the individual performance of the Company’s CEO, Mr. Rayburn, and sets his base salary to reflect his:

·	Leadership abilities;

·	Ability to instill confidence in others and inspire the confidence of others;

·	Development and successful implementation of Modine's long-term strategic plan and annual goals and objectives;

·	Success in meeting specified financial goals for the Company;

·	Development and successful implementation of an effective senior management team and provision for management succession;

·	Effective communications with stakeholders; and

·	Relationship with the board.

As a result of this evaluation and comparison with compensation norms, Mr. Rayburn's salary was increased from $675,000 to $702,000 effective April 1, 2006. For the other named executive officers, the range of base salary increases was between less than one percent and 21%.

Cash Incentive Bonus

The Modine Management Incentive Plan (“MIP”) is Modine’s globally applied cash incentive plan. All named executive officers participate in the MIP. The MIP has a short-term focus (one year) and is based on fiscal year results of the Company using Return on Assets Employed (“ROAE”) as its measure. The ONC Committee annually reviews the appropriateness of ROAE as the basis for the MIP award. ROAE is determined by dividing net earnings by average net assets. ROAE drives performance by focusing the organization on asset utilization, working capital management and earnings improvement. Using one measure, ROAE, fosters cooperation among regions, product lines and plants, encourages efficient allocation of resources and keeps managers focused on the performance of the corporation overall. The ONC Committee also annually reviews the percentage to be awarded as a MIP bonus and the methodology for calculation of ROAE.

Cash incentives increase in a linear fashion with increases in the Company's ROAE. The incentive is set at a percentage of base salary and the incentive levels are greater for more highly compensated individuals to reflect their level of responsibility.

For the fiscal year ended March 31, 2007, the Threshold, Target and Maximum payouts under the MIP were set at 4%, 8% and 14% of ROAE, respectively. The table below shows the percentage of salary the CEO and the other named executive officers could earn under the MIP.

For the fiscal year ended March 31, 2007, the Company paid the following MIP bonuses to the named executive officers given the Company’s ROAE of 5.15%:

Name	Bonus ($)	Salary %

David B. Rayburn	384,126	55
Bradley C. Richardson	130,359	32
Thomas A. Burke	144,050	32
Klaus A. Feldmann	118,242	32
Charles R. Katzfey	100,103	32
James R. Rulseh	100,103	32

Equity Incentives - Long-Term Incentive Compensation

The Company’s long-term incentive plan is used to attract, retain and motivate key employees who directly impact the performance of the Company over a timeframe greater than a year. The plan is stock based so that Modine’s stock price directly affects the amount of compensation the executive receives upon achievement of the performance goals under the plan. The ONC Committee benchmarks the Company’s long-term incentive grants for each eligible position through use of market surveys prepared by the ONC Committee’s compensation consultant and sets the grants as a percentage of base salary. Determinations of the achievement of performance goals for the equity compensation long-term performance share incentives are not made until the Company’s audited financials are completed to ensure that the Company’s financial results are final before an award is made.

Based upon these market surveys, the ONC Committee’s compensation consultant works with the ONC Committee to determine the appropriate level of long-term compensation for each position. In fiscal 2007, the Company’s named executive officers received the following long-term incentive compensation:

Stock Options (20% of long-term incentive dollars). Stock option grants drive performance. Stock options have an exercise price equal to the fair market value of the common stock on the date of grant, are immediately exercisable after one year of service with the Company (therefore, for an employee who has been employed by the Company for at least one year, the option is immediately exercisable) and have a term of ten years from the date of grant;

Retention Restricted Stock Awards (20% of long-term incentive dollars). Retention stock awards reward employees for their continued commitment to the Company. The Company grants the employees shares of restricted stock and the restrictions lapse on one-quarter of the shares each year for a period of four years; and

Performance Stock Awards (60% of long-term incentive dollars depending on the achievement of the Threshold, Target or Maximum goals as described below). Awards of performance stock are earned by achieving corporate financial goals over a three-year period and are granted after the end of that three-year period. Payout levels vary based upon the achievement of Threshold, Target or Maximum goals. Once earned, the performance stock awards are not subject to any restriction.

Two measures are used to determine the performance stock awards - Earnings per Share (“EPS”) growth and Total Shareholder Return (“TSR”). These two measures gauge performance relative to other companies and focus management on driving positive differentiation in Modine’s earnings and stock performance. Achievement and payout for each measure is calculated and paid out independently of the other measure. A new performance period begins each year so multiple performance periods, with separate goals, operate simultaneously. EPS achievement is weighted at 60% of the Target performance shares and TSR is weighted at 40% of the Target performance shares.

The EPS goal is measured over a three year period, which ensures that management makes decisions with the intermediate term in mind versus trying to maximize a given year’s performance to the detriment of future periods. The EPS growth achievement is based on cumulative three year EPS achievement with levels as follows: Threshold - 5% per year; Target - 10% per year and Maximum - 20% per year. The 10% annualized EPS growth goal approximates the average EPS growth of the S&P 500 over a ten year period.

The performance measure for TSR is Modine’s performance relative to the performance of the S&P 500 over a three year period with levels as follows: Threshold - 25^th percentile; Target - 50^th percentile and Maximum - 75^th percentile. The calculation of TSR includes both the stock price change over the three year period as well as dividends paid during the period.

See the Grants of Plan-Based Awards table below which contains estimates of future payout of long-term compensation at the Target level.

By way of example, the following table shows for Mr. Rayburn, the President and CEO, the amount of his compensation that is essentially at risk under the long-term incentive compensation program.

Employment and Post-Employment Benefits

General Benefits. The named executive officers receive the same basic employee benefits that are offered by the Company to all U.S. salaried employees. There benefits include medical and dental coverage, disability insurance and life insurance. The cost of these benefits is partially borne by the employee, including each named executive officer.

Retirement Benefits.

The Company offers retirement benefits to its employees through tax-qualified plans, including an employee-funded Modine 401(k) Retirement Plan for Salaried Employees (the “401(k) Retirement Plan”). Under the 401(k) Retirement Plan, the Company contributes 60% of the amount contributed to the plan by the employee, subject to a maximum contribution of 3.6% of the employee’s pay up to the maximum allowed by law. While the benefit is available to all of the Company’s full-time employees in the U.S., each individual participant’s 401(k) Retirement Plan balance may vary due to a combination of differing annual amounts contributed by the employee, the investment choices of the participant (the same investment choices are available to all participants in the plan) and the number of years the person has participated in the plan.

The Company makes a contribution in January of each year to a defined contribution plan in an amount between 2% and 5% of salary for each full-time U.S. salaried employee, including the named executive officers. The percentage paid is determined each December based upon business performance balanced against the need to offer competitive benefits. This contribution replaces the accumulation of service credit for those eligible to participate in the Company’s pension plan, which is otherwise frozen, and provides another vehicle for retirement savings for those who are not eligible to participate in the Company’s pension plan. The Company’s pension plan is more fully described in the Pension Benefits Table below. Messrs. Rayburn, Richardson, Katzfey and Rulseh participate in the Company’s pension plan. Mr. Burke joined the Company after the pension plan was closed to new participants. Mr. Feldmann does not participate in the U.S. company-sponsored pension plan because he is a citizen of Germany, but the Company provides a cash benefit of 5% of his base salary to Mr. Feldmann to fund a retirement benefit.

In addition to the employee benefits applicable to employees in general, more highly compensated employees of Modine, including the named executive officers, receive the following benefits:

Deferred Compensation Plan. The Deferred Compensation Plan is a non-qualified plan. It allows an employee to defer salary in an amount that exceeds the statutory limitations applicable to the 401(k) Retirement Plans. For the 2006 calendar year, an employee could contribute no more than $15,000 to a 401(k) Retirement Plan. The Deferred Compensation Plan allows a highly compensated employee to defer an amount of salary that exceeds $15,000 but in no event can the deferral into the Deferred Compensation Plan exceed 10% of base salary. Salary deferred pursuant to the Deferred Compensation Plan is invested by the committee administering the plan and does not earn a preferential rate of return. Payments out of the Deferred Compensation Plan are deferred until termination of service or retirement. The employer match is made in this plan only to the amount that was lost in the 401(k) Retirement Plan due to statutory limits.

Executive Supplemental Retirement Plan (“SERP”). The SERP is a non-qualified pension plan. The SERP is an extension of the Company’s qualified pension plan that allows salary and bonus that is in excess of statutory limits to be taken into account in determining pension benefits payable to an employee.

Perquisites. The Company does not provide significant perquisites or personal benefits to named executive officers. Modine provides the named executive officers with the following limited perquisites that are available to officers generally, but not to other employees:

·	Annual allowance for financial and tax planning services;

·	Eligibility for annual physical examinations at an off-site medical facility;

·	In extremely limited circumstances and where appropriate given the significant time demands on Modine’s executives, use of Modine-owned aircraft to travel to the Mayo Clinic in Rochester, Minnesota for annual physical exams;

·	Use of Modine fleet vehicles for occasional personal use;

·	Relocation expenses; and

·	Country club initiation fees.

The ONC Committee reviewed the above perquisites provided by Modine during the fiscal year ended March 31, 2007 and found them to be reasonable and appropriate.

Grants of Stock Options/Stock Awards

It is Modine’s practice to have its Board of Directors meet the third Wednesday in January, March, May, July, October and December. The ONC Committee meets the day before the Board meetings in January and October. It has also been the Company’s practice for the ONC Committee, at the January meeting, to award stock options and restricted stock awards to the named executive officers as well as other employees of the Company recommended by management. In addition to the January option grants, the Company grants stock options and/or stock awards, in its discretion, to new executive officers as well as certain other new hires. In these instances, the grant price is the closing price of the Company’s common stock on the first day of the employee’s employment. In no instance has the Company planned to time or has it timed its release of material nonpublic information for the purpose of affecting the value of executive compensation.

Employment Agreements

To ensure continuity and the continued dedication of our executives during any period of uncertainty, we have entered into employment and change in control agreements with Messrs. Rayburn, Burke and Richardson, an employment agreement with Mr. Feldmann and change in control agreements with Messrs. Katzfey and Rulseh. The Company entered into new employment and change in control agreements with Messrs. Rayburn, Burke and Richardson as part of a strategy to combine into one agreement benefits that had formerly been provided in two agreements and to update the agreements to conform to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended. The consolidation of these agreements did not enhance the benefits available to Messrs. Rayburn and Richardson.

The ONC Committee determined that Mr. Burke’s employment and change in control agreement should mirror the terms of the agreements the Company has with Messrs. Rayburn and Richardson given Mr. Burke’s role as the Company’s Executive Vice President and Chief Operating Officer As a result, Mr. Burke’s severance period, in the event of a change in control, was extended to three years from two and the change in control provision was changed to allow Mr. Burke to trigger the protections of the agreement by terminating his employment for any reason during the 24 months following a change in control.

The Company also has an employment agreement with one other executive officer, Mr. Anthony De Vuono, the Company’s Vice President and Chief Technology Officer.

See Potential Payments upon Termination or Change in Control below for additional information about these agreements.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to a company's CEO and the other named executive officers. Qualifying performance-based compensation will not be subject to the deduction limit if certain requirements are met.

The ONC Committee believes that it is generally in the Company's best interest to attempt to structure performance-based compensation, including stock option and stock award grants and annual bonuses, to named executive officers who may be subject to Section 162(m) in a manner that satisfies the statute's requirements. However, the ONC Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet Section 162(m) standards when necessary to enable the Company to meet its overall objectives, even if the Company may not deduct all of the compensation. Accordingly, the board and the ONC Committee have expressly reserved the authority to award non-deductible compensation in appropriate circumstances. Further, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given, notwithstanding the Company's efforts, that compensation intended by the Company to satisfy the requirements for deductibility under Section 162(m) will do so.

Changes for Compensation in Fiscal 2008

The Threshold, Target and Maximum levels for Return on Assets Employed (“ROAE”) in the Management Incentive Plan were originally set by establishing acceptable, expected and exceptional levels of performance as measured against the return on net assets of companies in the Standard & Poor’s 500. The ONC Committee determined that the Target level would be set so that it was achievable 50% of the time. Effective April 1, 2007, the ONC Committee revised the Threshold and the Target levels for the Management Incentive Plan so that the Threshold incentive payment and the Target incentive payment would be made when the ROAE is 4.7% and 8.7%, respectively. The increase in these levels is commensurate with the change in the methodology to eliminate interest expense from the ROAE calculation and to correlate the 8.7% Target level to Modine’s cost of capital. The decision to change the Threshold and Target levels and eliminate interest expense from the ROAE calculation was made so that the vast majority of the Company’s employees who participate in the plan would not be penalized because they do not have the ability to influence the financing decisions of the Company. The cost of capital is calculated based on the expected returns required by the providers of capital - both equity and debt. The ONC Committee reviews the Threshold, Target and Maximum levels, as well as the percentage of salary payable upon achievement of such goals, on an annual basis. As a result of such a review, the ONC Committee may change the Threshold, Target and Maximum levels to best drive short-term corporate performance as it deems appropriate.

Effective July 1, 2007, the ONC Committee, in recognition of the competitive changes in the marketplace and substantial effort and value resulting from achievement of the Threshold and Target levels of the Management Incentive Plan by the top three officers of the Company, increased the amount of compensation each may earn upon achievement of either of those levels. In the event the Company achieves the Threshold level (4.7% ROAE) in fiscal 2008, Mr. Rayburn would be paid an incentive payment of 50% of his salary and Messrs. Burke and Richardson would each be paid 30% of their salaries and upon achievement of the Target level (8.7% ROAE) in fiscal 2008, Mr. Rayburn would be paid an incentive payment of 95% of his salary and Messrs. Burke and Richardson would each be paid 60% of their salaries.

Officer Nomination and Compensation Committee Report

The Officer Nomination and Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with management; and, based on that review and discussion, the Officer Nomination and Compensation Committee recommended to the Broad of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement and the Company’s annual report on Form 10-K.

Members of the Officer Nomination and Compensation Committee:

Gary L. Neale, Chair	Marsha C. Williams
Frank W. Jones	Michael T. Yonker
Dennis J. Kuester

Fiscal 2007 Summary Compensation Table

The following table sets forth compensation awarded to, earned by, or paid to the Company's Principal Executive Officer, Principal Financial Officer and the four most highly compensated executive officers, other than the Principal Executive Officer and Principal Financial and Accounting Officer, who were serving as executive officers as of March 31, 2007 (the "named executive officers") for services rendered to the Company and its subsidiaries during the fiscal year ended March 31, 2007. Modine has no employees who earn more than the named executive officers.

Name and Principal Position	Fiscal l Yearr	Salary ($)(1))	Bonus ($)(2)	Stock Awards ($)(3))	Option Awards ($)(3))	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)


David B. Rayburn CEO and President	2007	702,000	-	690,912	226,005	384,126	362,727	79,081	2,444,851

Bradley C. Richardson EVP, Finance and CFO	2007	405,000	-	269,040	88,011	130,359	7,294	44,864	944,568

Thomas A. Burke EVP and COO	2007	448,366	-	266,098	87,048	144,050	0	44,507	990,069

Klaus A. Feldmann(6) Regional VP - Europe	2007	€275,000/ $367,352	-	€129,818/ $173,415	€42,465/ $56,726	€88,516/ $118,242	0	€51,308/ $68,538	€587,107/ $784,273

Charles R. Katzfey Regional VP - Americas	2007	311,000	-	175,986	57,571	100,103	128,555	42,064	815,279

James R. Rulseh Regional VP-Asia	2007	311,000	-	175,986	57,571	100,103	133,698	40,710	819,068

(1) The salary amounts include amounts deferred at the named executive officer's option through contributions to the Modine 401(k) Retirement Plan for Salaried Employees and the Modine Deferred Compensation Plan.

(2) The “Bonus” column is used by us to include only discretionary bonus payments apart from our annual incentive plan, the Management Incentive Plan. Payments under the Management Incentive Plan are set forth in the “Non-Equity Incentive Plan Compensation” column of this table. Because our named executive officers’ goals are specific and the officers’ performance against them is measured, we believe that payments under the Management Incentive Plan that relate to the achievement of stated goals are property reflected in the “Non-Equity Incentive Plan Compensation” column of this table.

(3)

Represents the amounts expensed in fiscal 2007 relating to grants of Retention Restricted Stock Awards, Performance Stock Awards (Stock Awards column) and options (Option Awards column) under the Modine Manufacturing Company 2002 Incentive Compensation Plan (the “2002 Plan”). See Grants of Plan-Based Awards table and Compensation Discussion and Analysis - Equity Incentives - Long-Term Compensation for further discussion regarding the awards in fiscal 2007 and the Outstanding Equity Awards at Fiscal Year-End table regarding all outstanding awards.

Effective April 1, 2006, the Company adopted SFAS No. 123(R), which requires it to recognize compensation expense for stock options and other stock-related awards granted to employees and directors based on the estimated fair value of the equity awards at the time of grant. The compensation expense for such awards is expensed at the time of grant. The assumptions used to determine the value of the awards, including the use of the Black-Sholes method of valuation by the Company, are discussed in Note 23 of the Notes to the Consolidated Financial Statements of the Company contained in the Company’s Form 10-K for the fiscal year ended March 31, 2007.

The Retention Restricted Stock Awards under the 2002 Plan are subject to restrictions that lapse annually in fourths (for awards made in and after January 2006) and in fifths (for awards made prior to January 2006) over a period commencing at the end of the first year from the date of grant. The shares may, if authorized by the ONC Committee, be released at an earlier date. Dividends are paid on the restricted shares at the same time and the same rate as dividends are paid to all shareholders. The amount of the dividends paid on unvested shares of restricted stock is included in the “All Other Compensation” column.

The actual value, if any, which an optionee will realize upon the exercise of an option will depend on the excess of the market value of the Company’s common stock over the exercise price on the date the option is exercise, which cannot be forecasted with any accuracy. The ultimate value of the Performance Stock Awards will depend upon the number of shares that vest and the Company’s common stock price at vesting.

(4) Represents the increase in the actuarial present value of pension benefits between the end of fiscal 2006 and fiscal 2007. For purposes of calculating the change in benefit values from year to year, the discount rates used to determine the present value of the benefit were 6.25% as of March 31, 2004, 5.75% as of March 31, 2005, 5.92% as of March 31, 2006, and 5.92% as of March 31, 2007.

(5)

The amounts set forth in this column for fiscal 2007 include: Company contributions under the 401(k) Retirement Plan (“401(k) Co. Match”); Company matching contributions under the Modine Deferred Compensation Plan (“DC Co. Match”); Company contribution to the deferred contribution plan (“Def. Contr. Plan”); Company payment of long-term disability insurance premiums (“LTD Ins.”); (d) Company payment of life insurance premiums (“Life Ins.”); dividends on unvested restricted stock; and perquisites and other personal benefits.

Perquisites and Other Personal Benefits. We provide our executive officers with perquisites and other personal benefits as part of providing a competitive executive compensation program and for employee retention. Perquisites for employees resident in the U.S. may include an annual allowance for financial and tax planning services; an annual physical at an off-site medical facility; use of Modine fleet vehicles for occasional personal use; use of the company plane for transportation to the annual physical; country club initiation fees; and relocation expenses. For Mr. Feldmann, perquisites consist of lease of a vehicle and a retirement supplement because he does not participate in the benefit plans available to U.S. residents. Each perquisite provided in fiscal 2007 was in an amount less than $25,000.

Amounts do not include the incremental cost of our Business Travel Accident Insurance Plan, which provides coverage to all of our directors, executive officers and full-time salaried employees. The total aggregate premium in fiscal 2007 for this plan for all participants was $14,000.

Name	Fiscal Year	401(k) Co. Match ($)	DC Co. Match ($)	Def. Contr. Plan ($)	LTD Ins. ($)	Life Ins. ($)	Dividends on Unvested Restricted Stock ($)	Perquisites ($)

David B. Rayburn	2007	7,235	17,065	8,800	845	2,322	36,665	6,149

Bradley C. Richardson	2007	7,767	6,626	8,800	845	810	18,179	1,837

Thomas A. Burke	2007	8,275	7,866	8,800	845	926	14,215	3,580

Klaus A. Feldmann	2007	0	0	0	0	€13,750/ $18,368	€10,643/ $14,217	€26,914 $35,953

Charles R. Katzfey	2007	8,028	3,168	8,800	845	2,459	14,629	4,135

James R. Rulseh	2007	8,105	3,091	8,800	845	1,150	14,540	4,179

(6)	The salary, bonus and other annual compensation for Mr. Feldmann, who works and lives in Germany, were paid to him in Euros. The amounts shown in U.S. dollars in the table above were converted from Euros at the exchange rate in effect at March 30, 2007: $1=0.7486€.

Grants of Plan-Based Awards

The compensation plan under which the grants in the following table were made, the Modine Manufacturing Company 2002 Incentive Compensation Plan (the “2002 Plan”), is generally described in Executive Compensation - Compensation Discussion and Analysis - Equity Incentives - Long-Term Compensation and provides for, among other incentives, the grant of performance stock awards, stock options and restricted stock awards. The following table sets forth information about grants of any award made in the

fiscal year ended March 31, 2007 to the named executive officers. As indicated in the footnotes to this table, the amounts included in the “Estimated Payouts under Equity Incentive Plan Awards” columns are contingent upon the achievement of certain earnings per share and total shareholder return levels.

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards; Number of Shares of Stock or Units (#)(3)	All Other Option Awards; Number of Securities Under- lying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)
		Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)

David B. Rayburn President and CEO	5/03/2006 1/16/2007	298,350	596,700	1,193,400	336,960	842,400	1,474,200	11,101	32,379	27.22	916,917

Bradley C. Richardson EVP, Finance and CFO	5/03/2006 1/16/2007	101,250	202,500	405,000	131,220	328,050	574,088	4,323	12,609	27.22	357,051

Thomas A. Burke EVP and COO	5/03/2006 1/16/2007	108,150	216,300	432,600	129,780	324,450	567,788	4,275	12,471	27.22	353,145

Klaus A. Feldmann Regional VP - Europe	5/03/2006 1/16/2007	91,838	183,676	367,352	84,573	211,433	370,007	2,786	8,127	27.22	230,141

Charles R. Katzfey Regional VP - Americas	5/03/2006 1/16/2007	77,750	155,500	311,000	85,836	214,590	375,533	2,828	8,248	27.22	233,557

James R. Rulseh Regional VP-Asia	5/03/2006 1/16/2007	77,750	155,500	311,000	85,836	214,590	375,533	2,828	8,248	27.22	233,557

(1)	The awards are made under the Management Incentive Plan (“MIP”). The MIP is Modine’s globally applied cash bonus plan and is described in Compensation Discussion and Analysis - Cash Incentive Bonus above. Award levels for the MIP are set prior to the beginning of the fiscal year.

(2)	Performance Stock Awards at the Target level. See Compensation Discussion and Analysis - Equity Incentives - Long-Term Compensation above.

(3)	Retention Restricted Stock Awards. See Compensation Discussion and Analysis - Equity Incentives - Long-Term Compensation above.

Outstanding Equity Awards at Fiscal Year End

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable (1)		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)		Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested ($)(2)	Market Value of Shares or Units of Stock that Have Not Vested ($)(2)	Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3)	Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or other Rights that Have Not Vested ($)(3)


David B. Rayburn President and CEO	15,366 20,487 25,608 25,609 40,974 22,945 30,730 26,633 25,988 32,379		N/A		N/A		33.13 32.46 24.41 22.70 22.24 18.09 28.48 30.82 32.61 27.22	1/21/2008 1/20/2009 1/19/2010 1/17/2011 1/16/2012 1/06/2013 1/20/2014 1/18/2015 1/17/2016 1/16/2017	54,784	1,254,554	26,108	795,622

Bradley C. Richardson EVP, Finance and CFO	25,608 16,390 14,238 9,797 12,609	N/A		N/A		20.96 28.48 30.82 32.61 27.22		5/12/2013 1/20/2014 1/18/2015 1/17/2016 1/16/2017	27,683	633,941	10,004	304,747

Thomas A. Burke EVP and COO	25,609 9,298 12,471		N/A		N/A		30.40 32.61 27.22	5/31/2015 1/17/2016 1/16/2017	21,666	496,151	9,699	295,310

Klaus A. Feldmann Regional VP - Europe	6,146 6,146 12,292 15,366 20,487 11,472 12,292 10,653 6,605 8,127	N/A	N/A	33.13 32.46 24.41 22.70 22.24 18.09 28.48 30.82 32.61 27.22	1/21/2008 1/20/2009 1/19/2010 1/17/2011 1/16/2012 1/06/2013 1/20/2014 1/18/2015 1/17/2016 1/16/2017	19,525	447,123	6,595	201,008

Charles R. Katzfey Regional VP - Americas	8,195 8,195 12,292 15,366 20,487 12,292 10,653 6,663 8,248	N/A	N/A	33.13 32.46 24.41 22.70 22.24 28.48 30.82 32.61 27.22	1/21/2008 1/20/2009 1/19/2010 1/17/2011 1/16/2012 1/20/2014 1/18/2015 1/17/2016 1/16/2017	19,901	455,733	6,672	203,341

James R. Rulseh Regional VP - Asia	8,195 8,195 8,194 9,219 20,487 11,472 12,292 10,653 6,486 8,248	N/A	N/A	33.13 32.46 24.41 22.70 22.24 18.09 28.48 30.82 32.61 27.22	1/21/2008 1/20/2009 1/19/2010 1/17/2011 1/16/2012 1/16/2013 1/20/2014 1/18/2015 1/17/2016 1/16/2017	19,816	453,786	6,583	200,564

(1) Under the Modine Manufacturing Company 2002 Incentive Compensation Plan (the “2002 Plan”), options are exercisable immediately after one year of employment.

(2) Under the 2002 Plan, these shares are Retention Stock Awards. The market value of the awards was determined by multiplying the number of unvested shares by $22.90, the closing price of the Company’s common stock on March 30, 2007. See Compensation Discussion and Analysis - Equity Incentives - Long-Term Compensation for a description of Retention Stock Awards.

(3)

Performance Stock Awards under the 2002 Plan at the Target level. See Compensation Discussion and Analysis - Equity Incentives - Long-Term Compensation for a description of Performance Stock Awards. The market value of the awards was determined by multiplying the number of unvested shares by $22.90, the closing price of the Company’s common stock on March 30, 2007.

Option Exercises and Stock Vested

Each of the stock prices set forth below was the closing price of the common stock on the NYSE on the date the restrictions lapsed and the shares vested.

	Option Awards		Stock Awards

Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)

David B. Rayburn President and CEO	N/A	N/A	700 800 6,300 1,000 3,000 2,227 1,000 1,000	19,831 (1) 22,664 (2) 166,824 (3) 22,900 (4) 74,580 (5) 60,062 (6) 26,370 (7) 27,160 (8)

Bradley C. Richardson EVP, Finance and CFO	N/A	N/A	480 6,100 839 600 600	13,598 (2) 161,528 (3) 22,628 (6) 15,822 (7) 16,296 (8)

Thomas A. Burke EVP and COO	N/A	N/A	5,000 797	117,500 (9) 21,495 (6)

Klaus A. Feldmann Regional VP - Europe	N/A	N/A	300 480 2,100 700 1,600 566 600 600	8,499 (1) 13,598 (2) 55,608 (3) 16,030 (4) 39,776 (5) 15,265 (6) 15,822 (7) 16,296 (8)

Charles R. Katzfey Regional VP - Americas	5,527 5,945	54,721 (10) 55,946 (11)	300 480 2,100 700 1,920 571 600 600	8,499 (1) 13,598 (2) 55,608 (3) 16,030 (4) 47,731 (5) 15,400 (6) 15,822 (7) 16,296 (8)

James R. Rulseh Regional VP - Asia	N/A	N/A	300 480 2,100 700 1,880 556 600 600	8,499 (1) 13,598 (2) 55,608 (3) 16,030 (4) 46,737 (5) 14,995 (6) 15,822 (7) 16,296 (8)

(1)	Shares vested on May 5, 2006 at $28.33 per share.

(2)	Shares vested on May 6, 2006 at $28.33 per share.

(3)	Shares vested on May 12, 2006 at $26.48 per share.

(4)	Shares vested on August 22, 2006 at $22.90 per share.

(5)	Shares vested on January 6, 2007 at $24.86 per share.

(6)	Shares vested on January 17, 2007 at $26.97 per share.

(7)	Shares vested on January 18, 2007 at $26.37 per share.

(8)	Shares vested on January 20, 2007 at $27.16 per share.

(9)	Shares vested on May 31, 2006 at $23.50 per share.

(10)	5,527 options with an exercise price of $18.09 and sale price of $27.99 per share.

(11) 5,945 options with an exercise price of $18.09 and sale price of $27.50 per share

Pension Benefits

The named executive officers who were employed by the Company on or before December 31, 2003 participate on the same basis as other salaried employees in the non-contributory Modine Manufacturing Company Pension Plan for Non-Union Hourly-Paid Factory Employees and Salaried Employees (the "Salaried Pension Plan") (with the exception of Klaus A. Feldmann, who is a German citizen and receives an annual contribution of five percent of his annual base salary for his personal pension planning purposes). Retirement benefits are based on an employee's earnings for the five highest consecutive of the last ten calendar years preceding retirement and on years of service. Applicable earnings include salary, bonus, and any amount deferred under the 401(k) Retirement Plan and the Deferred Compensation Plan which is approximately the same as cash compensation reported in the Summary Compensation Table, but on a calendar year rather than a fiscal year basis. A minimum of five years of service is required for the benefits to vest. The principal benefit under the Salaried Pension Plan is a lifetime monthly benefit for the joint lives of a participant and his or her spouse based on the employee's earnings and period of employment. The pension benefit is not subject to offset by Social Security benefits. Employees may retire with unreduced early retirement benefits at age sixty-two or may be eligible for disability, deferred or other early retirement benefits depending on age and years of service. In addition, an employee may elect to receive a lump-sum pension benefit if, upon retirement, the sum of the employee's age plus years of eligible service with the Company equals least 85. Furthermore, if employed on and before March 31, 2001, an employee who reaches age sixty-two and who has accumulated thirty or more years of eligible service may request that the accrued benefit be paid immediately in a lump-sum amount, even if he or she elects not to retire at that time.

In March 2004, the Board of Directors passed a resolution that froze credited service under the Salaried Pension Plan as of April 1, 2006. After April 1, 2006, participants in the Salaried Pension Plan do not earn additional credited service; however, changes in compensation will be considered in the pension calculation. While credited service was frozen at April 1, 2006, eligibility service for employees hired on or before December 31, 2003 continues to accrue. Neither Mr. Burke nor Mr. Feldmann is eligible to participate in the Company’s defined benefit plans. Mr. Richardson is not vested in the Salaried Pension Plan or Executive Supplemental Retirement Plan (the “SERP”) because he does not have five years of service with the Company.

Messrs. Rayburn and Katzfey are currently eligible to retire and begin receiving retirement benefits from the Company. If they were to retire on March 31, 2007, Mr. Rayburn’s benefits would be reduced by 15.2% and Mr. Katzfey’s benefits would be reduced by 9.6% to reflect the early commencement of benefits.

Pension benefits under the Salaried Pension Plan are subject to possible limitations imposed by the Employee Retirement Income Security Act of 1974 and subsequent amendments thereto. To the extent that an individual employee's retirement benefit exceeds these limits, the excess will be paid pursuant to the SERP from general operating funds of the Company.

Pension Benefits Table

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)

David B. Rayburn President and CEO	Salaried Pension Plan SERP Total	15.3 15.3	499,795 1,754,318 ___________ 2,254,113	0 0 _______ 0

Bradley C. Richardson EVP, Finance and CFO	Salaried Pension Plan SERP Total	3.1 3.1	56,003 73,032 ___________ 129,035	0 0 _______ 0

Thomas A. Burke EVP and COO	NA	NA	NA	NA

Klaus A. Feldmann Regional VP - Europe	NA	NA	NA	NA

Charles R. Katzfey Regional VP - Americas	Salaried Pension Plan SERP Total	19.2 19.2	672,873 614,876 ___________ 1,287,749	0 0 _______ 0

James R. Rulseh Regional VP - Asia	Salaried Pension Plan SERP Total	29 29	619,879 516,972 ___________ 1,136,851	0 0 _______ 0

Assumptions for determining the present value of the accumulated benefit: discount rate of 5.92%; use of RP-2000 combined health and mortality tables (post-retirement decrement only); service up to March 31, 2007; employees elect to begin payment as soon as they are eligible to receive unreduced benefits; 80% of employees elect lump sum payment from the qualified plan and 20% elect annuities; and all payments from the SERP are in the form of a lump sum with lump sums valued using a 4.92% interest rate and the mortality table specified in Revenue Ruling 2001-62.

Nonqualified Deferred Compensation

The Deferred Compensation Plan is a non-qualified plan. It allows an employee to defer salary in an amount that exceeds the statutory limitations applicable to the 401(k) Retirement Plans. For the 2006 calendar year, an employee could contribute no more than $15,000 to the 401(k) Retirement Plan. The Deferred Compensation Plan allows a highly compensated employee to defer an amount of salary that exceeds $15,000 but in no event may the deferral into the Deferred Compensation Plan exceed 10% of base salary. Salary deferred pursuant to the Deferred Compensation Plan is invested by the committee administering the plan. Payments out of the Deferred Compensation Plan are deferred until termination of service or retirement. The employer match is made in this plan only to the amount that was lost in the 401(k) Retirement Plan due to statutory limits.

Nonqualified Deferred Compensation Table

Name	Executive Contributions in Last FY ($)(1)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/Distributions ($))	Aggregate Balance at Last FYE ($)

David B. Rayburn President and CEO	61,986	17,065	(16,357)	0	574,824

Bradley C. Richardson EVP, Finance and CFO	40,494	6,626	13,400	0	212,140

Thomas A. Burke EVP and COO	5,520	7,866	1,113	0	40,324

Klaus A. Feldmann Regional VP - Europe	NA	NA	NA	NA	NA

Charles R. Katzfey Regional VP - Americas	31,057	3,168	10,443	0	258,836

James R. Rulseh Regional VP-Asia	3,103	3,091	727	0	20,668

(1)	Amounts include any deferrals of base salary and such amounts are included in the “Base Salary” column of the Summary Compensation table.

Potential Change in Control and Other Post-Employment Payments

The following information and tables set forth the amount of payments to each named executive officer in the event of a termination of employment as a result of retirement, death, disability, involuntary termination (including termination not for Good Cause, for Good Reason or non-renewal of employment agreement) and termination following a change in control.

Assumptions and General Principles. The following assumptions and general principles apply with respect to the tables that follow in this section and any termination of employment of a named executive officer:

The amounts shown in the tables assume that each named executive officer terminated employment on March 31, 2007. Accordingly, the tables reflect amounts earned as of March 31, 2007 and include estimates of amounts that would be paid to the named executive officer upon the occurrence of the situations described in the tables. The actual amounts that would be paid to a named executive officer can only be determined at the time of termination, including termination following a change in control.

The tables below include amounts the Company is obligated to pay the named executive officer as a result of a contract, plan or arrangement that the Company has with that particular individual because of his status as a named executive officer. The tables do not include benefits that are paid generally to all salaried employees or, like the Deferred Compensation Plan, are payable to a broad group of salaried employees. Therefore, the named executive officers would receive benefits in addition to those set forth in the tables. For example, a named executive officer would be entitled to receive all amounts accrued and vested under the Company’s retirement and savings programs including the 401(k) Retirement Plan and Deferred Compensation Plans. These amounts would be determined and paid in accordance with the applicable plans and are not included in the tables.

·	A named executive officer is entitled to receive amounts earned during his term of employment regardless of the manner in which the named executive officer’s employment is terminated. These amounts include base salary and unused vacation pay. These amounts are not shown in the tables.

Since we have assumed a March 31, 2007 termination date, each of the named executive officers would be entitled to receive the annual cash incentive compensation payment earned under the Management Incentive Plan for fiscal 2007. The amount set forth in the tables for prorated annual cash incentive compensation is the actual annual incentive compensation earned by each named executive officer during fiscal 2007 and is the same amount set forth in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table above.

·	The ONC Committee has discretion to award the named executive officer an annual cash incentive compensation payment. Discretionary annual cash incentive compensation payments are not typically awarded in the event of a voluntary termination (unless it is a retirement) or a termination for cause.

Messrs. Rayburn, Richardson and Burke were subject to the employment agreements executed in June 2007. We are making this assumption because the severance period for Mr. Burke in the event of termination following a change in control is now three times a specified base salary and bonus amount rather than two times, as was the case under his prior employment agreement. In addition, under the new agreement, Mr. Burke’s severance period after a change in control is three years rather than two. We think reference to the new agreement rather than the old this gives the reader a better idea of the severance available to Mr. Burke now and in the future.

All Performance Stock Awards would be forfeited if the termination of employment of any named executive officer were to occur on March 31, 2007. At March 31, 2007, none of the Performance Stock Award targets have been achieved and none of the Performance Stock Award plans (which are three years in length) have concluded. Generally, a participant in such plan must be employed by the Company when the plan has concluded in order to receive the award.

Normal Retirement. A named executive officer is eligible for normal retirement at age 65. All of our full-time salaried employees hired prior to February 1, 2002 are eligible for retiree medical benefits upon normal retirement, subject to the terms of the plans. In addition, Mr. Burke and Mr. Richardson’s employment agreements provide that they will, if they retire after age 55 and have been employed by the Company for a period of at least ten years, receive retiree medical benefits, subject to the terms of the plans then in effect.

The Company provides an unreduced pension benefit to its full-time salaried employees at age 62 and a subsidized early retirement pension benefit for retirement between age 55 and age 62. Messrs. Rayburn and Katzfey are the only named executive officers eligible for early retirement.

All restricted stock awards outstanding vest at normal retirement. The ONC Committee determines whether any unvested shares of restricted stock will vest for those choosing early retirement. For purposes of the tables below, we have assumed that all unvested shares of restricted stock would vest at early retirement.

Death. In the event of the death of any of the U.S. named executive officers, the executive’s estate would receive base salary through the month in which the executive dies and any unused vacation pay and prorated annual cash incentive compensation under the Management Incentive Plan (the “MIP”). In addition, Messrs. Rayburn, Katzfey and Rulseh are vested in the Company’s pension plan and the Supplemental Employee Retirement Plan (the “SERP”) and, upon death, would receive benefits under those plans. The Company’s pension plan is available to all salaried employees employed prior to January 1, 2007 who have worked for the Company for five years. The SERP is available only to highly paid salaried employees of the Company. Payments to the named executive officers from the pension plan in the event of death would be paid from the SERP as a non-qualified plan. Therefore, amounts paid pursuant to the SERP are included in the tables below. Mr. Richardson is not yet vested in the Company’s pension plan and neither Mr. Burke nor Mr. Feldmann is eligible to participate in the pension plan.

Disability. In the event of disability of any of Messrs. Rayburn, Richardson and Burke during the period of his employment agreement, each would receive base salary and bonus continuation at a level of 100% for the first twelve months and up to 60% for 24 months, the remainder of the employment term. They may also receive disability benefits under the Company’s group long-term disability plan; provided, however, that such benefits would offset the amounts described above. Mr. Richardson is not yet vested in the Company’s pension plan and Mr. Burke is not eligible to participate in the pension plan.

Messrs. Katzfey and Rulseh do not have employment agreements. Therefore, any benefit either of them would receive in the event of a disability would be pursuant to plans generally available to all salaried employees.

Involuntary Termination. Messrs. Rayburn, Burke and Richardson have employment agreements with the Company. Pursuant to the employment agreements, each of these named executive officers has agreed to serve in his respective executive officer capacities and devote his full-time to the performance of his duties. The employment agreements each have a 36-month term. After the effective date, the employment contract automatically and continuously extends for an additional day, unless either party gives written notice of termination to the other party, in which case the term would be 36 months beginning on the date such notice was received.

The Company is permitted to terminate the executive’s employment agreement for "Good Cause," as that term is defined in the agreement, and the executive is permitted to terminate the employment agreement for “Good Reason.” In the event of a termination by the Company other than for Good Cause or a termination by the executive for “Good Reason,” the Company is obligated to:

pay to the executive an amount equal to three times his "Average Annual Earnings" ("Average Annual Earnings" means the average base salary and actual bonus he earned in the five taxable years preceding the year of termination unless he has been employed for a lesser period of time) in a lump sum within 60 days after the date of termination of employment, but no earlier than the first date on which the Company may make such payment without causing an additional tax to be paid by the executive under Section 409A of the Internal Revenue Code of 1986 (the “Code”); and

continue, for a period of 36 months from the date of termination, to participate in all employee benefits, including incentive plans, as if the executive were still employed, including providing supplements to the executive’s retirement pension, 401(k) Retirement Plan and non-qualified plan to provide the executive with benefits that otherwise are reduced by statutory limitations on qualified benefit plans. In the event that such plans preclude such participation, the Company would pay an equivalent amount in cash.

In no event would any named executive officer receive the benefits described above if (i) he discloses confidential information of the Company in violation of the agreement and such disclosure results in a demonstrably material injury to the Company or (ii) he engages in Competition, as that term is defined in the agreement, with the Company.

Mr. Feldmann, a citizen of Germany, has an employment agreement with Modine Holding GmbH, the Company’s German subsidiary. Pursuant to Mr. Feldmann’s employment agreement, which is governed by German law, Mr. Feldmann is obligated to devote his full working time to his position with Modine. The agreement has a three year term and expires on March 31, 2010. The parties are obligated to negotiate any proposed changes to the employment relationship that would be included in a new agreement at least a year prior to the termination of the agreement then in effect. In accordance with the terms of the agreement, the ONC Committee sets Mr. Feldmann’s salary as it does with all other officers. In the event that Mr. Feldmann’s employment with Modine Holding GmbH were involuntarily terminated, Mr. Feldmann would receive his salary and incentive compensation for the remainder of the term of the agreement.

For Messrs. Katzfey and Rulseh, in the event of an involuntary termination, the ONC Committee has the sole discretion to determine the amount, if any, of severance payments and benefits that would be offered to either individual. In making this determination, the ONC Committee may consider a number of factors including the reasons for the termination, the executive’s tenure and performance, the executive’s personal circumstances and the amount of severance payments, if any, generally offered to executives at other companies in similar positions. We do not have sufficient experience with involuntary termination of executives in the positions of Messrs. Katzfey and Rulseh to estimate the amount or range of amounts of severance payments and benefits that would be offered in the event of an involuntary termination. Therefore, although it is reasonably likely that the Company would offer a severance payment and benefits to such individuals in the event of an involuntary termination, these amounts are not estimable are not included in the tables below.

Voluntary Termination and Termination for Cause. A named executive officer is not entitled to receive any additional forms of severance payments or benefits upon the voluntary decision to terminate employment prior to retirement or upon termination for Cause. Therefore, we have not included these scenarios in the tables below.

Change in Control. A Change in Control, as generally defined in the employment agreements, shall be deemed to take place on the occurrence of any of the following events: the commencement by an entity, person or group of a tender offer for at least 30% of the outstanding capital stock of the Company entitled to vote in elections of directors (“Voting Power”); the effective time of (i) a merger or consolidation of the Company with one or more other corporations as a result of which the holders of the outstanding Voting Power of the Company immediately prior to such merger or consolidation hold less than 50% of the Voting Power of the surviving or resulting corporation, or (ii) a transfer of 30% of the Voting Power, or a substantial portion of the property, of the Company other than to an entity of which the Company owns at least 50% of the Voting Power; or during any period of 24 months the persons who at the beginning of such 24-month period were directors of the Company cease for any reason to constitute at least a majority of the Board of Directors of the Company.

Messrs. Rayburn, Richardson and Burke’s employment agreements contain provisions granting benefits upon a Change in Control. If at any time during the 24 months after a Change in Control occurs, any of Messrs. Rayburn, Richardson or Burke is terminated without "Good Cause" or if the executive terminates the agreement for any reason, the Company is obligated to:

pay to the executive an amount equal to three times the greater of: (i) the sum of his base salary and target bonus or (ii) his five year average base salary and actual bonus, payable in a lump sum within 60 days after the date of termination of employment, but no earlier than the first date on which the Company may make such payment without causing an additional tax to be paid by the executive under Section 409A of the Code;

·	pay to the executive an amount equal to the pro-rata portion of the target bonus for the calendar year in which his employment terminated;

·	provide the executive with a supplemental pension benefit and supplemental defined contribution plan benefit as if he were employed for the three years after termination of employment at the salary level at the time of termination;

·	accelerate the vesting of any stock options or stock awards so that all such awards would immediately vest or the restrictions would lapse, as the case may be, on the date of termination;

·	if payments made to the executive were subject to the excise tax provisions of Section 4999 of the Code, pay the executive an additional lump sum payment sufficient to cover the full cost of such excise taxes and his federal, state and local income and employment taxes on the payment; and

continue to provide coverage to the executive, his spouse and other dependents under all welfare plans maintained by the Company in which such persons were participating immediately prior to the termination unless precluded by the plan, in such case the Company would pay an equivalent amount in cash.

In the event of the executive's death after termination after a Change in Control, such amounts would be payable to the executive's estate. The Company has a similar employment agreement with one other executive officer located in the U.S.

Mr. Feldmann’s employment agreement does not provide for any additional benefit upon a Change in Control.

The Company has entered into a Change in Control Agreement and Termination Agreement with each of the other officers located in the U.S., including Messrs. Katzfey and Rulseh. In the event of a "Change in Control," if employment of the executive officer is terminated by the Company for any reason other than "Good Cause," or terminated by the executive for "Good Reason" within 24-months after the change in control occurs, or if terminated by the executive for any reason during the 13th month after the Change in Control, the Company is obligated to provide the same benefits as described above for Messrs. Rayburn, Richardson and Burke with the exception that the Company would pay to the executive an amount equal to two times the greater of: (i) the sum of his then current base salary and target bonus or (ii) his five year average base salary and actual bonus.

David B. Rayburn, President and CEO:

The following table shows the amounts payable under different termination scenarios for Mr. Rayburn as if such scenario occurred on March 31, 2007, the last day of the Company’s most recent fiscal year:

Termination Event	Base Salary ($)	MIP Bonus($)	Value of Accelerated Restricted Stock ($)	Benefits($)	Total($)

Retirement prior to a Change in Control (1)	Paid through the end of the month	384,126	1,254,554	1,795,662	3,434,342
Death (2)	Paid through the end of the month	384,126	1,254,554	864,791	2,503,471
Disability (3)(4)	2,389,477	Included with Base Salary	1,254,554	1,795,662	5,439,693
Without Cause, for good reason or non-renewal of employment agreement (4)(5)	2,820,401	Paid as severance and included with Base Salary	1,254,554	1,194,601	5,269,556
Change in Control (4)(6)	3,258,378	Paid as severance and included with Base Salary	1,254,554	4,640,459	9,153,391

(1)

Mr. Rayburn is eligible for early retirement. Mr. Rayburn’s employment agreement does not address the benefits he would receive upon retirement. For purposes of the table, we have assumed that Retention Restricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007. If Mr. Rayburn had actually retired on March 31, 2007, the ONC Committee would determine whether any unvested shares of restricted stock would vest at early retirement. As an employee of the Company prior to February 1, 2002, Mr. Rayburn is eligible for retiree medical health care benefits but because that benefit is available to all salaried employees hired prior to February 1, 2002, we have not included that benefit in this table. We have included in the “Benefits” column, the amount Mr. Rayburn would receive upon retirement under the Supplemental Employment Retirement Plan (the “SERP”).

(2)

At death, under the terms of his employment agreement, Mr. Rayburn would receive any unpaid compensation through March 31, 2007 and a lump sum payment of the amount payable to him under the MIP for fiscal 2007. In addition, all of the Retention Restricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007. We have included in the “Benefits” column, the amount Mr. Rayburn would be paid upon death under the SERP.

(3)

Upon termination as a result of a disability, under the terms of his employment agreement, Mr. Rayburn would receive, during the continuation of the disability, 100% of his base salary and MIP for the first 12 months of disability and 60% of Base Salary and MIP for the following 24 months of disability minus the amount of any Company group insured long-term disability benefits. For purposes of this table, we have not subtracted from the estimated payments to Mr. Rayburn for any benefit available from the Company group insured long-term disability plan. Upon the occurrence of a disability, all of the awards of Retention Restricted Stock would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007. We have included in the “Benefits” column, the amount Mr. Rayburn would receive upon disability under the SERP.

(4)

The Company would pay a combination of Base Salary and Management Incentive Plan (“MIP”) bonus. Therefore, the payment set forth under Base Salary includes amounts attributable to the MIP bonus.

(5)

In the event of an involuntary termination (without Good Cause, for good reason or non-renewal of employment agreement), the Company would pay Mr. Rayburn an amount equal to three times his "Average Annual Earnings" and continue, for a period of 36 months from the date of termination, to pay all employee benefits as if Mr. Rayburn were still employed. As a result, Mr. Rayburn and his spouse, as applicable, would receive health care and dental benefits, life insurance, long-term disability insurance, 401(k) Retirement Plan and Deferred Compensation Plan match and contributions to the Company’s defined contribution plan. It is assumed for purposes of this table that the defined contribution plan match would be three percent of base salary and the MIP bonus discounted at 5.92% to determine present value the future payments. Mr. Rayburn would not accumulate any additional benefit under the Company’s defined benefit plans because the Company’s pension benefits are based on an employee's earnings for the five highest consecutive of the last ten calendar years preceding retirement and on years of service. The determination of pension benefit compensation uses essentially the same calculation. Therefore, any increase in pension benefit attributable to the three year severance period would be negligible and is not included in the table. Finally, all of the Retention Restricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007.

The “Benefits” column for Mr. Rayburn consists of the following: $77,677 for three years of employee benefits (including $25,272 for Company contributions to the 401(k) Retirement Plan and Deferred Compensation Plan); $68,262 for Company contributions to the defined contribution plan; and $1,795,662 paid under the SERP.

(6)

Upon the occurrence of a Change in Control and subsequent termination of employment, the Company would provide the following to Mr. Rayburn:

·	an amount equal to three times the greater of: (i) the sum of his base salary and target bonus or (ii) his five year average base salary and actual bonus;

·	an amount equal to the pro-rata portion of the target bonus for the calendar year in which his employment terminated;

·	a supplemental pension benefit and supplemental defined contribution plan benefit as if he were employed for the three years after termination of employment at the salary level at the time of termination;

·	accelerated vesting of any stock options or stock awards so that all such awards would immediately vest or the restrictions would lapse, as the case may be, on the date of termination;

·	if payments made were subject to the excise tax provisions of Section 4999 of the Code (excise tax), an additional lump sum payment sufficient to cover the full cost of such excise tax and his federal, state and local income and employment taxes on the excise tax payment; and

·	continued coverage for him, his spouse and other dependents under all welfare plans maintained by the Company in which such persons were participating immediately prior to the termination unless precluded by the plan, in which case, the Company would pay an equivalent amount in cash.

It is assumed for purposes of this table that the defined contribution plan match would be three percent of Base Salary and the MIP bonus with a discount rate of 5.92% used to present value future payments.

All of the Retention Restricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007.

We have assumed that all payments, other than Company contributions to the 401(k) Retirement Plan and defined contribution plan, as a result of termination following a Change in Control are “excess parachute payments” as defined in Section 280G of the Code for purposes of determining excise tax and the gross-up of the excise tax amount.

The “Benefits” column, therefore, contains the following: $77,677 for three years of employee benefits (including $25,272 for Company contributions to the 401(k) Retirement Plan and Deferred Compensation Plan); $87,226 for Company contributions to the defined contribution plan; $2,404,657 paid under the SERP and $2,070,899 for excise tax and gross-up of the excise tax amount.

Bradley C. Richardson, Executive Vice President, Finance and Chief Financial Officer:

The following table shows the amounts payable under different termination scenarios for Mr. Richardson as if such scenario occurred on March 31, 2007, the last day of the Company’s most recent fiscal year:

Termination Event	Base Salary ($)	MIP Bonus ($)	Value of Accelerated Restricted Stock ($)	Benefits ($)	Total ($)

Retirement prior to a Change in Control (1)	Not eligible	Not eligible	Not eligible	Not eligible	Not eligible
Death (2)	Paid through the end of the month	130,359	633,941	Paid in accordance with plans available to salaried employees	764,300
Disability (3)(4)	1,177,790	Included with Base Salary	633,941	Paid in accordance with plans available to salaried employees	1,811,731
Without Cause, for good reason or non-renewal of employment agreement (4)(5)	1,622,961	Paid as severance and included with Base Salary	633,941	211,364	2,468,266
Change in Control (4)(6)	1,622,961	Paid as severance and included with Base Salary	633,941	844,767	3,101,669

(1)

Mr. Richardson is not eligible for retirement at March 31, 2007.

(2)

At death, under the terms of his employment agreement, Mr. Richardson would receive any unpaid compensation through March 31, 2007 and a lump sum payment of the amount payable to him under the MIP for fiscal 2007. In addition, all of the Retention Restricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007. Mr. Richardson is not vested in the Company’s defined benefit pension plan, therefore, if Mr. Richardson were to die on March 31, 2007, he would not receive any benefit under the Salaried Pension Plan or the SERP.

(3)

Mr. Richardson would receive the same types of benefits that Mr. Rayburn would receive in this situation. See footnote 2 to the table above describing the types of benefits Mr. Rayburn would receive; provided, however, that Mr. Richardson is not vested in the pension plan or SERP.

(4)

The Company would pay a combination of Base Salary and MIP. Therefore, the payment set forth under Base Salary includes amounts attributable to the MIP.

(5)

Mr. Richardson would receive the same types of benefits that Mr. Rayburn would receive in this situation. See footnote 5 to the table above describing the types of benefits Mr. Rayburn would receive. Mr. Richardson would become vested in the Salaried Pension Plan during the three year period following his termination. The “Benefits” column for Mr. Richardson consists of the following: $46,287 for three years of employee benefits (including $14,580 for Company contributions to the 401(k) Retirement Plan and Deferred Compensation Plan); $36,130 for Company contributions to the defined contribution plan; and $165,077 paid under the SERP.

(6)

Mr. Richardson would receive the same types of benefits that Mr. Rayburn would receive in this situation. See footnote 6 to the table above describing the types of benefits Mr. Rayburn would receive. Mr. Richardson would become vested in the Salaried Pension Plan during the three year period following his termination. The “Benefits” column for Mr. Richardson consists of the following: $46,287 for three years of employee benefits (including $14,580 for Company contributions to the 401(k) Retirement Plan and Deferred Compensation Plan); $42,994 for Company contributions to the defined contribution plan; $135,050 paid under the SERP; and $620,436 for excise tax and gross-up of the excise tax amount.

Thomas A. Burke, Executive Vice President and Chief Operating Officer:

The following table shows the amounts payable under different termination scenarios for Mr. Burke as if such scenario occurred on March 31, 2007, the last day of the Company’s most recent fiscal year:

Termination Event	Base Salary ($)	MIP Bonus ($)	Value of Accelerated Restricted Stock ($)	Benefits ($)	Total ($)

Retirement prior to a Change in Control (1)	Not eligible	Not eligible	Not eligible	Not eligible	Not eligible
Death (2)	Paid through the end of the month	144,050	496,151	Paid in accordance with plans available to salaried employees	640,201
Disability (3)(4)	1,303,315	Included Base Salary	496,151	Paid in accordance with plans available to salaried employees	1,799,466
Without Cause, for good reason or non-renewal of employment agreement (4)(5)	1,964,745	Paid as severance with Base Salary	496,151	95,707	2,556,603
Change in Control (4)(6)	1,964,745	Paid as severance with Base Salary	496,151	712,057	3,172,953

(1)

Mr. Burke is not eligible for retirement at March 31, 2007.

(2)

At death, under the terms of his employment agreement, Mr. Burke would receive any unpaid compensation through March 31, 2007 and a lump sum payment of the amount payable to him under the MIP for fiscal 2007. In addition, all of the Retention Restricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007. Mr. Burke is not eligible to participate in the Salaried Pension Plan or the SERP.

(3)

Mr. Burke would receive the same types of benefits that Mr. Rayburn would receive in this situation. See footnote 2 to the table above describing the types of benefits Mr. Rayburn would receive; provided, however, that Mr. Burke is not eligible to participate in the pension plan or the SERP.

(4)

The Company would pay a combination of Base Salary and MIP. Therefore, the payment set forth under Base Salary includes amounts attributable to the MIP.

(5)

Mr. Burke would receive the same types of benefits that Mr. Rayburn would receive in this situation. See footnote 5 to the table above describing the types of benefits Mr. Rayburn would receive. Mr. Burke, however, is not eligible to participate in the Salaried Pension Plan or the SERP. The “Benefits” column for Mr. Burke consists of the following: $48,582 for three years of employee benefits (including $15,574 for Company contributions to the 401(k) Retirement Plan and Deferred Compensation Plan) and $47,122 for Company contributions to the defined contribution plan.

(6)

Mr. Burke would receive the same types of benefits that Mr. Rayburn would receive in this situation. See footnote 6 to the table above describing the types of benefits Mr. Rayburn would receive. Mr. Burke, however, is not eligible to participate in the Salaried Pension Plan or the SERP. The “Benefits” column for Mr. Burke consists of the following: $48,582 for three years of employee benefits (including $15,574 for Company contributions to the 401(k) Retirement Plan and Deferred Compensation Plan); $47,576 for Company contributions to the defined contribution plan; and $615,899 for excise tax and gross-up of the excise tax amount.

Klaus Feldmann, Regional Vice President - Europe:

The following table shows the amounts payable under different termination scenarios for Mr. Feldmann as if such scenario occurred on March 31, 2007, the last day of the Company’s most recent fiscal year:

Termination Event	Base Salary ($)	MIP Bonus ($)	Value of Accelerated Restricted Stock ($)	Benefits ($)	Total ($)

Retirement prior to a Change in Control (1)	Not eligible	Not eligible	Not eligible	Not eligible	Not eligible
Death (2)	Paid through the end of the month	88,516	447,123	Not eligible	535,639
Disability (3)	485,594	Included with Base Salary	447,123	Not eligible	932,717
Without Cause, for good reason or non- renewal of employment agreement (4)	1,456,782	Included with Base Salary	Subject to ONC Committee approval	Not applicable	1,456,782
Change in Control	Not eligible	Not eligible	Subject to ONC Committee approval	Not eligible	Subject to ONC Committee approval

(1)

Mr. Feldmann is not eligible for retirement at March 31, 2007.

(2)

At death, Mr. Feldmann would receive any unpaid compensation through March 31, 2007 and a lump sum payment of the amount payable to him under the MIP for fiscal 2007. In addition, all of the Retention Rrestricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007. Mr. Feldmann is not eligible to participate in the Company’s defined benefit pension plan or SERP.

(3)

In the event of termination of Mr. Feldmann’s employment because of a disability, he would be paid his monthly gross pay as well as any incentive compensation under the MIP for a period of up to six months, after the deduction of any salary replacement Mr. Feldmann receives. If the disability exceeds six months, Mr. Feldmann may receive another six months’ of gross salary minus the gross salary the Company must pay a substitute performing his job. For purposes of this table, we have assumed that Mr. Feldmann would receive six months at 100% of monthly gross pay and six months at 50% of monthly gross pay. Upon the occurrence of a disability, all of the Retention Restricted Stock Awards would immediately vest. For purposes of this table, we have assumed that the restricted shares will vest at $22.90, the closing price of the Company’s common stock on March 30, 2007.

(4)

In the event that Mr. Feldmann’s employment with Modine Holding GmbH were involuntarily terminated, Mr. Feldmann would receive his salary and incentive compensation for the remainder of the term of the agreement. Mr. Feldmann’s employment agreement expires on March 31, 2010.

Charles R. Katzfey - Regional Vice President - Americas:

The following table shows the amounts payable under different termination scenarios for Mr. Katzfey as if such scenario occurred on March 31, 2007, the last day of the Company’s most recent fiscal year:

Termination Event	Base Salary ($)	MIP ($)	Value of Accelerated Restricted Stock ($)	Benefits ($)	Total ($)

Retirement prior to a Change in Control (1)	Paid through the end of the month	100,103	455,733	625,470	1,181,306
Death (2)	Paid through the end of the month	100,103	455,733	300,068	855,904
Disability (3)	Paid in accordance with plans available to salaried employees	100,103	455,733	625,470	1,181,306
Without Cause, for good reason or non-renewal of employment agreement (4)	Not estimable	Not estimable	Not estimable	Not estimable	Not estimable
Change in Control (5)	822,206	Paid as severance and included with Base Salary	455,733	2,204,663	3,482,602

(1)

Mr. Katzfey is eligible for early retirement. We have assumed that all of the Retention Restricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007. If Mr. Katzfey had actually retired on March 31, 2007, the ONC Committee would determine whether any unvested shares of restricted stock would vest at early retirement. As an employee of the Company prior to February 1, 2002, Mr. Katzfey is eligible for retiree medical health care benefits but because that benefit is available to all salaried employees hired prior to February 1, 2002, we have not included that benefit in this table. We have included in the Benefits column, the amount Mr. Katzfey would receive upon retirement under the SERP.

(2)

At death, Mr. Katzfey would receive any unpaid compensation through March 31, 2007 and a lump sum payment of the amount payable to him under the MIP for fiscal 2007. In addition, all of the Retention Restricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007. We have included in the Benefits column, the amount Mr. Katzfey would receive upon death under the SERP.

(3)

Retention Restricted Stock Awards would vest at $22.90, the closing price of the Company’s common stock on March 30, 2007. Benefits, other than the vesting of Retention Restricted Stock Awards and payment under the SERP, are provided in accordance with plans generally available to salaried employees of the Company. We have included in the “Benefits” column, the amount Mr. Katzfey would receive upon disability under the SERP.

(4)

In the event of an involuntary termination, the ONC Committee has the sole discretion to determine the amount, if any, of severance payments and benefits that would be offered to Mr. Katzfey. We do not have sufficient experience with involuntary termination of executives at the position of Mr. Katzfey to estimate the amount or range of amounts of severance payments and benefits that would be offered.

(5)

Mr. Katzfey would receive the same types of benefits that Mr. Rayburn would receive in this situation; provided, however, that he would receive two times specified salary and bonus rather than three times. The “Benefits” column for Mr. Katzfey consists of the following: $35,435 for three years of employee benefits (including $11,196 for Company contributions to the 401(k) Retirement Plan and Deferred Compensation Plan); $22,637 for Company contributions to the defined contribution plan; $1,372,940 paid under the SERP; and $773,651 for excise tax and gross-up of the excise tax amount.

James R. Rulseh, Regional Vice President - Asia:

The following table shows the amounts payable under different termination scenarios for Mr. Rulseh as if such scenario occurred on March 31, 2007, the last day of the Company’s most recent fiscal year:

Termination Event	Base Salary ($)	MIP ($)	Value of Accelerated Restricted Stock ($)	Benefits($)	Total ($)

Retirement prior to a Change in Control (1)	Not eligible	Not eligible	Not eligible	Not eligible	Not eligible
Death (2)	Paid through the end of the month	100,103	453,786	215,504	769,393
Disability (3)	Paid in accordance with plans available to salaried employees	100,103	453,786	436,774	990,663
Without Cause, for good reason or non-renewal of employment agreement (4)	Not estimable	Not estimable	Not estimable	Not estimable	Not estimable
Change in Control (5)	822,206	Paid as severance and included with Base Salary	453,786	1,724,446	3,000,438

(1)

Mr. Rulseh is not eligible for retirement at March 31,2007.

(2)

Mr. Rulseh would receive the same types of benefits that Mr. Katzfey would receive in this situation. See footnote 2 to the table above describing the types of benefits Mr. Katzfey would receive.

(3)

Mr. Rulseh would receive the same types of benefits that Mr. Katzfey would receive in this situation. See footnote 3 to the table above describing the types of benefits Mr. Katzfey would receive.

(4)

Mr. Rulseh would receive the same types of benefits that Mr. Katzfey would receive in this situation. See footnote 4 to the table above describing the types of benefits Mr. Katzfey would receive.

(5)

Mr. Rulseh would receive the same types of benefits that Mr. Katzfey would receive in this situation. See footnote 5 to the table above describing the types of benefits Mr. Katzfey would receive. The “Benefits” column for Mr. Rulseh consists of the following: $36,120 for three years of employee benefits (including $11,196 for Company contributions to the 401(k) Retirement Plan and Deferred Compensation Plan); $22,637 for Company contributions to the defined contribution plan; $1,001,281 paid under the SERP and $664,409 for excise tax and gross-up of the excise tax amount.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company’s Guideline on Business Conduct (the “Guideline”) applies to all directors, officers, employees and anyone else associated with or doing business on behalf of the Company. The Guideline requires that all such persons avoid any situation that conflicts with the proper discharge of his or her responsibility to the Company or that impairs his or her ability to exercise independence of judgment with respect to the transactions in which he or she is involved for the Company. The Guideline is available on the Company’s website, www.modine.com.

At the end of each fiscal year, each director and officer must respond to a questionnaire that requires him or her to identify any transaction or relationship that occurred during the year or any proposed transaction that involves Modine (or any subsidiary or affiliate of Modine) and that individual, his or her immediate family and any entity with which he, she or such immediate family member is associated. All responses to the questionnaires are reviewed by the Company’s Lega Department and shared with the CEO, as appropriate. Based upon such review, there were no related party transactions with respect to persons who were directors or officers during fiscal 2007, other than those described above under Director Independence above.

Modine is a large global organization that engages in thousands of purchases, sales and other transactions annually. Modine enters into purchase and sales transactions with other companies, universities and entities in which members of the Board of Directors or executive officers are executive officers or members of boards of these entities. Modine enters into these arrangements in the ordinary course of business and at competitive prices and terms. The Company anticipates that similar transactions will occur in the fiscal year ending March 31, 2008.

EQUITY COMPENSATION PLAN INFORMATION

Modine’s equity compensation plans, listed below, all have been approved by shareholders:

·	1985 Incentive Stock Plan;

·	1985 Stock Option Plan for Non-Employee Directors and Directors Emeriti;

·	1994 Incentive Compensation Plan;

·	2002 Incentive Compensation Plan;

·	1994 Stock Option Plan for Non-Employee Directors;

·	Modine Manufacturing Company Stock Option Plan for Thermacore Employees under the DTX Corporation 1995 Stock Option Plan;

·	Modine Manufacturing Company Stock-Based Compensation Plan for Thermacore Employees under the DTX Corporation 1997 Plan; and

Amended and Restated 2000 Stock Incentive Plan for Non-Employee Directors. The 2000 Stock Option Plan for Non-Employee Directors was approved by the Board of Directors but was not required to be submitted to shareholders for approval. Subsequently, the Company amended that plan and submitted the Amended and Restated 2000 Stock Incentive Plan for Non-Employee Directors to the Company’s shareholders at the 2005 Annual Meeting of Shareholders.

The following table sets forth required information about equity compensation plans as of March 31, 2007.

Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants or rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of shares remaining available for future issuance (excluding securities reflected in 1^st column)(1)
Equity Compensation Plans approved by security holders	2,503,483	$27.46	1,472,409

Equity Compensation Plans not approved by security holders	0	0	0

Total	2,503,483	$27.46	1,472,409

As indicated in Item 2 - Approval of the Modine Manufacturing Company 2007 Incentive Compensation Plan below, the Company is seeking shareholder approval of the Modine Manufacturing Company 2007 Incentive Compensation Plan (the “2007 Plan”). The 2007 Plan is an amendment and restatement of the existing Modine Manufacturing Company 2002 Incentive Compensation Plan (the “2002 Plan”). Upon approval of the 2007 Plan, any and all shares or options available for issuance under the 2002 Plan will be deemed available for issuance under the 2007 Plan and the shares the Company has available for issuance under all equity compensation plans will be as follows:

Plan	Number of shares to be Issued upon exercise of outstanding options	Number of shares of stock issued and outstanding or subject to Performance Stock Awards at Threshold Level	Number of shares remaining available for future issuance (excluding securities reflected in 1^st and 2^nd columns)
1985 Incentive Stock Plan	0	0	0

1985 Stock Option Plan for Non-Employee Directors and Directors Emeriti	0	0	0

1994 Incentive Compensation Plan	932,900	13,040	0

2007 Incentive Compensation Plan (replacing the 2002 Incentive Compensation Plan)	1,203,556	444,770 (a)	1,351,674

1994 Stock Option Plan for Non-Employee Directors	128,042	0	0

Modine Manufacturing Company Stock Option Plan for Thermacore Employees under the DTX Corporation 1995 Stock Option Plan	0	0	0

Modine Manufacturing Company Stock-Based Compensation Plan for Thermacore Employees under the DTX Corporation 1997 Plan	10,558	0	0

Amended and Restated 2000 Stock Incentive Plan for Non-Employee Directors.	208,827	19,600	232,511

(a)	Includes Performance Stock Awards calculated at the Threshold level for the long-term incentive plans that would payout, if at all, in 2008 and 2009 for all participants entitled to receive Performance Stock Awards under the 2002 Plan.

ITEM 2 - APPROVAL OF THE MODINE MANUFACTURING COMPANY 2007 INCENTIVE COMPENSATION PLAN

The Board of Directors is amending and restating the Manufacturing Company 2002 Incentive Compensation Plan (the “2002 Plan”), subject to shareholder approval. The amended and restated plan will be called the Modine Manufacturing Company 2007 Incentive Compensation Plan (the “2007 Plan”). If the 2007 Plan is approved, certain awards granted under the 2007 Plan will be able to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and be fully deductible by the Company. Shareholders have previously approved the 2002 Plan with substantially similar provisions. The Company is seeking approval of the 2007 Plan so that it may take advantage of tax deductions for performance-based compensation.

Upon approval of the 2007 Plan by shareholders, any and all shares available for issuance under the 2002 Plan will be deemed available for issuance under the 2007 Plan. Please see the second table above under Equity Compensation Plan Information indicating the number of shares of common stock available for issuance pursuant to equity compensation plans if the 2007 Plan is approved by shareholders.

The existing 2002 Plan is an omnibus plan and is administered by the Officer Nomination & Compensation Committee (the “ONC Committee”). While the 2002 Plan provides for the issuance of stock awards, stock options, stock appreciation rights, restricted stock awards, performance shares, performance units, book value stock, and annual stock and cash incentives, the ONC Committee has issued only stock awards, restricted stock awards and option grants under the 2002 Plan.

A copy of the 2007 Plan is attached to this proxy statement as Appendix A.

Purpose

The 2007 Plan is intended to provide incentives that will attract and retain the best available employees of the Company or any subsidiary that now exists or hereafter is organized or acquired by the Company, provide additional incentive to such persons and promote the success and growth of the Company. These purposes may be achieved through the grant of options to purchase common stock of the Company, the grant of Stock Appreciation Rights (“SARs”), the grant of Retention Restricted Stock Awards, the grant of Performance Stock Awards, the grant of Phantom Stock Awards and the grant of Cash Bonus Awards, as described below.

As shown in the graph on page 20 illustrating the elements of Mr. Rayburn’s compensation, the Company is focused on awarding performance. The compensation paid to the named executive officers, and others participating in the incentive plans, is weighted so that compensation increases with achievement of the Company’s objectives, including achievement of goals for earnings per share and total shareholder return. Please see Compensation Discussion and Analysis above for additional information about the Company’s objectives for compensation.

Shareholder approval of the 2007 Plan will enable the Company to grant awards under the plan that will qualify as “performance-based compensation” under Section 162(m) of the Code and be fully tax deductible by the Company.

Benefits of the 2007 Plan

The 2007 Plan, unlike the 2002 Plan, expressly:

·	states that repricing of options and SARs is prohibited without shareholder approval;

·	clarifies that stock-settled SARs count in full against shares of common stock issued under the 2007 Plan;

·	sets forth the Performance Goals (as defined below) for issuance of “performance based compensation” for purposes of Section 162(m) of the Code;

·	provides for the counting of full shares subject to awards against the share limit (3.26 to 1); and

clarifies that if any stock dividend is declared upon the common stock, or if there is any stock split, stock distribution, or other recapitalization of the Company with respect to the common stock, resulting in a split or combination or exchange of shares, the ONC Committee shall make or provide for such adjustment in the number of and class of shares that may be delivered under the 2007 Plan, and in the number and class of and/or price of shares subject to outstanding Awards.

Compliance with Section 162(m)

Section 162(m) of the Code provides that the Company may not deduct compensation paid to certain of its executive officers in excess of $1 million in any one year unless the compensation is awarded under plans that meet certain requirements. One of the main requirements is shareholder approval of the plan.

Performance awards, phantom stock awards, restricted stock awards and cash bonuses that may be granted under the 2007 Plan will be excluded from this deduction limitation if they are conditioned on the achievement of one or more of the performance measures. Stock options and SARs granted under the 2007 Plan will be excluded from this deduction limitation if they have an exercise price of not less than the fair market value of the underlying stock on the date of grant. To satisfy the requirements that apply to performance-based compensation, the performance measures, eligibility terms, and the share and dollar maximums on individual participant awards must be approved by our shareholders. Approval of the 2007 Plan will constitute approval of those elements of the 2007 Plan and will allow the Company to maximize its tax deductions.

With respect to named executive officers it is anticipated that awards under the 2007 Plan will be deductible as performance-based compensation and not subject to the $1 million limitation. If the shareholders fail to approve the 2007 Plan at the meeting, the ONC Committee retains the authority to develop and implement alternative means of fairly compensating the named executive officers, subject to the provisions of Section 162(m) of the Code.

The following is a summary description of the material terms of the 2007 Plan. Please read the 2007 Plan (attached as Appendix A) to understand all of the terms of the plan.

Administration

The 2007 Plan will be administered by the board or by the ONC Committee. The ONC Committee has the authority to interpret the 2007 Plan and the decision of the ONC Committee on any questions concerning the interpretation of the 2007 Plan shall be final and conclusive. Subject to the provisions of the plan, the ONC Committee has full and final authority to designate the persons to whom awards shall be granted; grant awards in such form and amount as the ONC Committee determines; impose such limitations, restrictions and conditions upon any such award as the ONC Committee deems appropriate; waive in whole or in part any limitations, restrictions or conditions imposed upon any such award as the ONC Committee deems appropriate; and modify, extend or renew any award previously granted, provided, however, that the ONC Committee does not have the authority to reprice awards without shareholder approval.

Eligibility

Any employee of the Company or any subsidiary of the Company is eligible to participate in the 2007 Plan. At May 25, 2007, the Company and its subsidiaries had approximately 7,700 employees.

Stock Option Awards

Stock options will consist of incentive and nonqualified stock options to purchase shares of the Company’s common stock. The ONC Committee will, among other things, establish the number of shares subject to the option, the time or times at which options may be exercised and whether all of the options may be exercisable at one time or in increments over time. The option price will not be less than 100% of the fair market value of the stock on the date of the grant. On May 25, 2007, the closing price of the Company’s common stock on the NYSE was $23.36. A stock option may be exercised in whole at any time or in part from time to time; provided, however, that no option shall be exercisable in whole or in part more than ten years from the date of grant.

Restricted Stock Awards

The ONC Committee has broad discretionary authority to set the terms of awards of restricted stock under the 2007 Plan. The ONC Committee may condition the grant of restricted stock upon the attainment of Performance Goals so that the grant qualifies as performance-based compensation within the meaning of Section 162(m) of the Code. Performance Goals are established by the Committee prior to the grant of an award and are based on the attainment of goals relating to one or more of the following business criteria measured on an absolute basis or in terms of growth or reduction: return on assets employed ("ROAE"), earnings per share, total shareholder return, net income (pre-tax or after-tax and with adjustments as stipulated), return on equity, return on capital employed, return on assets, return on tangible book value, operating income, earnings before depreciation, interest, taxes and amortization, loss ratio, expense ratio, stock price, economic value added, operating cash flow and such other subjective or objective performance goals, including individual goals, that the ONC Committee deems appropriate. Participants will receive all dividends on, and will have all voting rights with respect to, such shares.

Stock Appreciation Rights

The ONC Committee may also grant stock appreciation rights (“SARs”) - the right to receive an amount based on appreciation in the fair market value of shares of Modine stock over a base price. SARs may be granted with respect to options granted concurrently (tandem SARs) or on a stand alone basis (stand alone SARs). If granted without a related stock option, the ONC Committee establishes the base price of the SARs, which may not be less than 100% of the fair market value of the stock on the date of grant, and the settlement or exercise date, which may not be more than ten years after the grant date. If granted in connection with a stock option, the holder of SARs may, upon exercise, surrender the related options and receive payment, in the form of Modine stock, equal to the excess of the fair market value of Modine stock over the exercise price on the date of exercise multiplied by the number of shares exercised. The price and term of the SARs mirror those of the related stock options, and the SARs automatically terminate to the extent the related options are exercised. Effectively, these awards give the holder the benefit of the related stock options (in the form of shares of Modine stock) without requiring payment of the exercise price.

Performance Awards

The ONC Committee may grant stock awards upon the achievement of Performance Goals (see the description of Performance Goals in Restricted Stock Awards above). The ONC Committee establishes the Performance Goals at the beginning of the award period based. The ONC Committee also establishes the award period, the Threshold, Target and Maximum performance levels, and the number of shares or cash payable at various performance levels from the Threshold to the Maximum. In order to receive payment, a grantee must generally remain employed by the Company to the end of the award period. The ONC Committee may impose additional conditions on a grantee’s entitlement to receive a performance award.

Phantom Stock Awards

The ONC Committee may grant phantom stock awards which entitle a grantee to receive cash payments based upon the closing market price of the Company’s common stock if predetermined conditions are satisfied. The ONC Committee may condition the grant of a phantom stock award upon the attainment of the Performance Goals. See the description of Performance Goals in Restricted Stock Awards above.

Cash Bonus Awards

The ONC Committee may establish cash bonus awards either alone or in addition to other awards granted under the 2007 Plan. The ONC Committee determines the employees to whom cash bonus awards will be granted, the timing of such awards and the conditions upon which the bonus will be paid. The maximum cash bonus payable to an employee in any calendar year shall not exceed $2,000,000.

Shares Available

There are 3,000,000 shares available for issuance under the 2007 Plan, 500,000 of which may be granted as Incentive Stock Options. Since the 2007 Plan amends and restates the 2002 Plan, the number of options and awards that have already been issued under the 2002 Plan reduces the number of shares available for issuance under the 2007 Plan. Shares subject to awards that lapse become available again for award under the plan.

Adjustments and Change in Control

If any stock dividend is declared upon the common stock, or if there is any stock split, stock distribution, or other recapitalization of the Company with respect to the common stock, resulting in a split or combination or exchange of shares, the ONC Committee shall make or provide for such adjustment in the number of and class of shares that may be delivered under the 2007 Plan, and in the number and class of and/or price of shares subject to outstanding awards.

Unless a particular award agreement provides otherwise, the unvested awards shall automatically become vested upon the occurrence, before the expiration or termination of such award, of a change in control of the Company.

Term

The 2007 Plan will expire ten years after the effective date of July 18, 2007, solely with respect to the granting of Incentive Stock Options or such later date as may be permitted by the Code for Incentive Stock Options.

Amendment

The Board may from time to time amend, modify, suspend or terminate the 2007 Plan; provided, however, that no such action shall impair without the grantee’s consent any award theretofore granted under the Plan or be made without shareholder approval where such approval would be required as a condition of compliance with the Code or other applicable laws or regulatory requirements. Absent shareholder approval, neither the ONC Committee nor the board shall have any authority, with or without the consent of a grantee, to reprice an award after the date of its initial grant with a lower exercise price in substitution for the original exercise price.

Federal Income Tax Consequences Relating to the 2007 Plan

The following is a brief summary of the Company’s understanding of the principal federal income tax consequences of grants made under the 2007 Plan based upon the applicable provisions of the Code in effect on the date hereof.

Nonqualified Stock Options and Stock Appreciation Rights. A participant will not recognize taxable income upon the grant of a nonqualified stock option or SAR. Upon exercise, the participant will recognize ordinary income equal to the amount the fair market value of the shares on the exercise date exceeds the exercise or grant price. In the case of stock options or stock-settled SARs, upon the subsequent sale of the acquired shares, any additional gain or loss will be capital gain or loss, long-term if the shares have been held for more than one year.

Incentive Stock Options. A participant will not recognize taxable income when an incentive stock option is granted or exercised. However, the excess of the fair market value of the covered shares over the exercise price on the date of exercise is an item of tax preference for alternative minimum tax purposes. If the participant exercises the option and holds the acquired shares for more than two years following the date of option grant and more than one year after the date of exercise, the difference between the sale price and exercise price will be taxed as long-term capital gain or loss. If the participant sells the acquired shares before the end of the two-year and one-year holding periods, he or she generally will recognize ordinary income at the time of sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option. Any additional gain will be capital gain, long-term if the shares have been held for more than one year.

Restricted Stock, Performance Stock and Phantom Stock. A participant will not recognize taxable income upon the grant of restricted stock, performance stock or phantom stock. Instead, the participant will recognize ordinary income at the time of vesting equal to the fair market value of the shares (or cash) received minus any amounts the participant paid. Any subsequent gain or loss will be capital gain or loss, long-term if the shares have been held for more than one year. For restricted stock only, the participant may instead elect to be taxed at the time of grant. If the participant makes such an election, the one year long-term capital gains holding period begins on the date of grant.

Tax Effect for Modine. Modine generally will receive a deduction for any ordinary income recognized by a participant with respect to an award. However, special rules limit the deductibility of compensation paid to named executive officers. Under Section 162(m) of the Code, the annual compensation paid to named executive officers may not be deductible to the extent it exceeds $1,000,000. However, Modine may preserve the deductibility of compensation over $1,000,000 if certain conditions are met. These conditions include shareholder approval of the 2007 Plan, setting limits on the number of shares that may be issued pursuant to awards, and, for awards other than options and SARs, establishing performance criteria that must be met before the award will be paid or vest. The 2007 Plan has been designed to permit the ONC Committee to grant awards that qualify as “performance-based compensation” for purposes of Section 162(m), meaning that the value of these awards may be excluded from the $1,000,000 calculation.

The foregoing is not to be considered as tax advice to any person who may be a participant, and any such persons are advised to consult his or her own tax counsel. The foregoing is intended to be a general discussion and does not cover all aspects of an individual’s unique tax situation.

Compliance with Section 409A

It is intended that awards granted under the 2007 Plan will satisfy the requirements of Section 409A of the Code and any regulations or guidance that may be adopted under that provision from time to time.

Required Vote

Approval of the 2007 Plan will permit us to attract, retain and motivate key employees, while maximizing the Company’s tax deductions. Approval of this proposal requires the affirmative vote of a majority of the votes cast thereon, provided that the total votes cast on the proposal to approve the plan represent over 50% of the shares entitled to vote on the proposal. Since abstentions and broker non-votes, if any, are not considered votes cast, these will not have an effect on the voting for this proposal so long as enough votes are cast to satisfy the 50% requirement.

The Board of Directors unanimously recommends a vote FOR the approval of the 2007 Plan.

ITEM 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the board has appointed PricewaterhouseCoopers LLP (“PwC”) as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2008 to audit the consolidated financial statements of the Company. PwC has been the Company's independent certified public accountants since 1935. Before the Audit Committee selected PwC, it carefully considered the qualifications of that firm, including their performance in prior years and their reputation for integrity and for competence in the fields of accounting and auditing.

If the shareholders do not ratify the appointment of PwC, the selection of our independent registered public accounting firm will be reconsidered by the Audit Committee.

If, prior to the annual meeting, PwC shall decline to act or its engagement shall be otherwise discontinued by the board, the board will appoint another independent registered public accounting firm whose engagement for any period subsequent to the meeting will be subject to ratification by the shareholders after the 2007 Annual Meeting of Shareholders.

Services provided to the Company and its subsidiaries by PwC in fiscal 2007 and fiscal 2006 are described under Independent Auditor’s Fees for Fiscal 2007 and 2006 below.

Representatives of PwC are expected to be present at the 2007 Annual Meeting of Shareholders. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Required Vote: Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal, provided a quorum is present. Because abstentions are not considered votes cast, they will not have an effect on the vote.

The Board recommends that shareholders vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm.

INDEPENDENT AUDITORS’ FEES FOR FISCAL 2007 AND 2006

The following table presents fees for professional audit services rendered by PwC for the audit of the Company's annual financial statements for the fiscal years ended March 31, 2007 and March 31, 2006 and fees billed for other services rendered by PwC during those periods. Certain amounts for the fiscal year ended March 31, 2006 have been updated from those provided in the Proxy Statement for the 2006 Annual Meeting of Shareholders to reflect the actual expenses incurred for that fiscal year.

(In thousands)	Fiscal 2007	Fiscal 2006

Audit Fees: (a)	$2,359.6	$2,683.4
Audit-Related Fees: (b)	81.9	7.2
Tax Fees: (c)	-	51.3
All Other Fees: (d)	7.8	-
Total	$2,449.3	$2,741.9

(a) Audit Fees: Fees for professional services performed by PwC for (1) the audit of the Company’s annual consolidated financial statements included in the Company’s annual report on Form 10-K and review of financial statements included in the Company’s quarterly reports on Form 10-Q; (2) the audit of the Company’s internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; (3) the attestation of management’s report on the effectiveness of internal control over financial reporting (the Sarbanes-Oxley Act Section 404 attestation); and (4) services that are normally provided in connection with statutory and regulatory filings or engagements.

(b)

(c) Tax Fees: Fees for professional services performed by PwC with respect to tax compliance, tax advice, and tax planning. This includes preparation of returns for the Company and its consolidated subsidiaries, refund claims, payment planning, tax audit assistance, and tax work stemming from "Audit-Related" items.

(d) All Other Fees: Fees for permissible work provided by PwC that do not meet any of the above-category descriptions.

The Audit Committee has determined that the provision of services rendered above that were not related to its audit of the Company's financial statements were at all times compatible with maintaining PwC’s' independence.

Pre-Approval Policy

The Audit Committee pre-approves all audit services and permitted non-audit services, including all fees and terms, to be performed for the Company by its independent registered public accounting firm, subject to the “de minimus” exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the completion of the audit. Alternatively, the Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. Non-audit services are reviewed and pre-approved by project at the beginning of each fiscal year. Descriptions of each project are provided to the Audit Committee. Any additional non-audit services contemplated by the Company after the beginning of the fiscal year are submitted to the Audit Committee for pre-approval prior to engaging the independent registered public accounting firm to perform any services. The Audit Committee is routinely informed as to the non-audit services actually provided by the independent registered public accounting firm pursuant to the pre-approved projects. All of the fees paid to the independent registered public accounting firm in the fiscal year ended March 31, 2007 and fiscal year ended March 31, 2006 were approved in advance by the Audit Committee.

Report of the Audit Committee

The Audit Committee of the Board of Directors operates under a written charter adopted by the Board of Directors. As set forth in the charter, the Audit Committee's purpose is to assist the Board of Directors in monitoring the:

·	Integrity of the Company's financial statements;

·	Independent registered public accounting firm’s qualifications and independence;

·	Performance of the Company's internal audit function and independent registered public accounting firm; and

·	Company's compliance with legal and regulatory requirements.

In carrying out these responsibilities, the Audit Committee, among other things:

·	Appoints the independent registered public accounting firm for the purpose of preparing and issuing an audit report and to perform related work, and discusses with the independent registered public accounting firm appropriate staffing and compensation;

·	Retains, to the extent it deems necessary or appropriate, independent legal, accounting or other advisors;

·	Oversees management's implementation of systems of internal controls, including review of policies relating to legal and regulatory compliance, ethics and conflicts of interest;

·	Reviews the activities and recommendations of the Company's internal auditing program;

·	Monitors the preparation of quarterly and annual financial reports by the Company's management, including discussions with management and the Company's independent registered public accounting firm about draft annual financial statements and key accounting and reporting matters;

·	Monitors and reviews the Company’s earnings releases with management and the Company’s independent registered public accounting firm;

·	Determines whether the independent registered public accounting firm is independent (based in part on the annual letter provided to the Company pursuant to Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees)); and