8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

of 1934

Date of Report (Date of earliest event reported):

May 31, 2005

Modine Manufacturing Company

Exact name of registrant as specified in its charter

Wisconsin	1-1373	39-0482000
State or other jurisdiction of incorporation	Commission File Number	I.R.S. Employer Identification Number

1500 DeKoven Avenue, Racine, Wisconsin	53403
Address of principal executive offices	Zip Code

Registrant s telephone number, including area code: (262) 636-1200

Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

ITEM 1.01.     Entry into a Material Definitive Agreement

ITEM 5.02.     Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers.

ITEM 9.01.     Exhibits

SIGNATURE

Exhibit Index

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.01.     Entry into a Material Definitive Agreement

Agreements with Thomas Burke. As described in Item 5.02 below, in connection with Mr. Thomas Burke’s appointment as the Executive Vice President of Modine Manufacturing Company (the “Company”), on May 31, 2005, Mr. Burke entered into an Employment Agreement and a Change in Control and Termination Agreement with the Company.

The Employment Agreement, which is in substantially the same form as those previously entered into with the Company’s Chief Executive Officer and Chief Financial Officer, provides for an initial base salary of $420,000, and provides Mr. Burke benefits customarily accorded executives of the Company, including participation in the Company’s Management Incentive Plan and the 2002 Incentive Compensation Plan.

The Employment Agreement has a thirty-six month term and 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 become a thirty-six month period beginning on the date such notice was received.

The Company is permitted to terminate Mr. Burke's Employment Agreement for "Cause," as that term is defined in the agreement, and Mr. Burke is permitted to terminate the Employment Agreement upon the occurrence of any of the following events: failure to elect or re-elect him to or removal of him from the office he holds; a significant change in the nature or scope of his authority, duties, or reduction in compensation; a breach by the Company of any provision of the Employment Agreement; and the liquidation, dissolution, consolidation, merger or transfer of all or a significant portion of the assets of the Company.

In the event of a termination by the Company other than for Cause or a termination by Mr. Burke as described above, the Company is obligated to remit, as liquidated damages, severance pay to Mr. Burke an amount equal to his "Average Annual Earnings" during the remainder of the term of the Employment Agreement. "Average Annual Earnings" means the arithmetic average of annual salary and bonus payable in the five taxable years preceding the year of termination. Mr. Burke would continue to receive all employee benefits, including 401(k) benefits, during the remainder of the term of the Employment Agreement. In the event of disability, salary continuation would be provided at a level of one hundred percent for the first twelve months and up to sixty percent for the remainder of the term of the Employment Agreement.

The Employment Agreement also subjects Mr. Burke to confidentiality obligations, and contains restrictions on him during the term of the Employment Agreement from taking a management position with or control of a business engaged in the design, development, manufacture, marketing or distribution of products that constituted 5% or more of the sales of the Company or its subsidiaries or affiliates in the year prior to termination of employment (a “Competitor”); soliciting any customer of the business on behalf of a Competitor; or inducing the Company’s employees to terminate employment in order to enter into employment with a Competitor.

In the event of a "Change in Control," as defined in Mr. Burke's Change in Control and Termination Agreement, at any time during the 24 months after a Change in Control occurs, if Mr. Burke is terminated without "Good Cause" or if Mr. Burke terminates the Agreement for Good Reason (as defined in the agreement) or for any reason during the thirteenth month following a Change in Control, a 24-month "Severance Period" would be triggered during which Mr. Burke would be entitled to receive an amount equal to two times the greater of: (A) the sum of his base salary and target bonus or (B) the sum of his five-year average base salary and five-year average actual bonus, payable in a lump sum within 60 days after the date of termination of employment. In addition, Mr. Burke would receive an amount equal to the pro-rata portion of the target bonus for the calendar year in which his employment terminated. In the event of Mr. Burke’s death, such amounts would be payable to his estate.

In addition, in the event of a Change in Control, any stock options or stock awards would immediately vest, or restrictions lapse, as the case may be, on the date of termination. In the event a Change in Control occurs, and if payments made to Mr. Burke were subject to the excise tax provisions of Section 4999 of the Internal Revenue Code, Mr. Burke would be entitled to receive a 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 additional payment.

In addition to the above Agreement, the Company issued to Mr. Burke 20,000 shares of Modine restricted stock, which will vest in five annual, equal installments beginning on May 31, 2006, and 25,000 options to buy Modine common stock, exercisable on May 31, 2006.

ITEM 5.02.     Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers.

On May 31, 2005, the Company announced the appointment of Thomas Burke, 48, as the Company’s Executive Vice President. Mr. Burke joined Modine from Visteon Corporation, a leading supplier of parts and systems to automobile manufacturers, in Dearborn, Michigan, where he was Vice President Manufacturing Operations (2002 - May 2005); Vice President, European and South American Operations (2001 - 2002); Customer Account Director, Ford Account, Europe, South America and India (1999 - 2001) and Business Director, Climate Control Systems, Europe, South America and India (1996 - 1999). Mr. Burke’s experience also includes 13 years with Ford Motor Company.

Visteon is both a supplier to and customer of the Company. In fiscal 2005, Modine sales to and purchases from Visteon were in excess of $12 million and $5 million respectively.

The terms of Mr. Burke’s Employment Agreement and Change in Control and Termination Agreement are discussed in Item 1.01 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.   Exhibits.

Exhibit 10.1	Form of Executive Employment Agreement.
Exhibit 10.2	Form of Executive Change-in-Control and Termination Agreement.
Exhibit 99	Press Release dated May 31, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Modine Manufacturing Company

By: /s/ D.B. Rayburn

D. B. Rayburn

President and Chief Executive Officer

By: /s/ D.R. Zakos

D. R. Zakos

Vice President, General Counsel

     and Secretary

Date: June 3, 2005

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 10.1	Form of Executive Employment Agreement.
Exhibit 10.2	Form of Executive Change-in-Control and Termination Agreement.
Exhibit 99	Press Release dated May 31, 2005.

EX-10.1

Exhibit 10.1

AGREEMENT

THIS AGREEMENT made and entered into as of the ___ day of ______, 2005, by and between Modine Manufacturing Company, a Wisconsin corporation, having its principal place of business in Racine, Wisconsin (the “Company”), and ____________ of __________________ (the “Executive”).

WHEREAS, the Company desires to engage the Executive and Executive is desirous of committing himself to serve the Company for the period and on the terms herein provided.

WHEREAS, on the date hereof, the Company and Executive have entered into a Change in Control and Termination Agreement (the “Change in Control Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:

I.Employment; Period of Employment.

The period of employment shall be the period beginning on the date hereof and terminating on the date 36 months after such date (the "Term"), provided that for each day from and after the date hereof the Term will automatically be extended for an additional day, unless either Employer or Executive has given written notice to the other party of its or his election to cease such automatic extension, in which case the Term shall be the 36-month period beginning on the date such notice is received by such other party.

II. Position, Duties; Responsibilities.

2.01It is contemplated that during the Period of Employment, the Executive shall continue to serve as a principal officer of the Company; currently __________________. At all times during the Period of Employment, Executive shall hold a position of responsibility and importance with duties and responsibilities at least equal in scope, responsibility and importance to and commensurate with the position of ______________.

2.02Throughout the Period of Employment the Executive shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company except for reasonable vacations. The office of the Executive shall be located at the principal offices of the Company within the Racine, Wisconsin, area and the Executive shall not be required to locate his office elsewhere without his prior written consent.

III.Compensation; Compensation Plans; Perquisites.

3.01(a)For all services rendered by the Executive during the Period of Employment, Executive shall be paid as compensation:

(i)A base salary (the Minimum Base Salary), payable not less often than monthly, of no less than $________ per year, with such increases in such rate as shall be awarded from time to time in accordance with the Company's regular administrative practices or other salary increases applicable to Executives of the Company in effect on the date of this Agreement; and

(ii)An annual incentive award or bonus under the Company's Management Incentive Plan, or such equivalent successor plan as may be adopted by the Company.

3.02During the Period of Employment the Executive shall be and continue to be a full participant in the Modine Manufacturing Company 2002 Incentive Compensation Plan and in any and all other executive incentive plans in which executives of the Company participate that are in effect on the date hereof and that may hereafter be adopted, including, without limitation, any stock option, stock purchase, stock appreciation right plans, restricted stock plans, or equivalent successor plans that may be adopted by the Company, with at least the same reward opportunities that have heretofore been provided. Nothing in this Agreement shall preclude improvement of reward opportunities in such plans or other plans in accordance with the present practice of the Company.

3.03During the Period of Employment, the Executive shall be entitled to participate in the executive perquisites of the Company as determined by the Board of Directors for key employees, including without limitation, an office, secretarial and clerical services, paid annual Mayo Clinic Visits and income tax and estate planning services.

III.   Employee Benefit Plans.

4.01The Executive, his dependents and beneficiaries, including, without limitation, any beneficiary of a joint and survivor or other optional method of payment applicable to the payment of benefits under the current disability plans of the Company, shall be entitled to all payments and benefits and service credit for benefits during the Period of Employment to which officers of the Company, their dependents and beneficiaries, are entitled as the result of the employment of such officers under the terms of employee plans and practices of the Company, including, without limitation, 401(k) plan, death benefit plans (consisting of its Group Insurance Plan for Management Employees providing term life insurance and travel accident insurance), its disability benefit plans (consisting of its Income Protection Plan providing salary continuation, sickness and accident and long-term disability benefits), its medical, dental and health and welfare plans and other present or equivalent successor plans and practices of the Company, for which officers, their dependents and beneficiaries, are eligible, and to all payments or other benefits under any such plan or practice subsequent to the Period of Employment as a result of participation in such plan or practice during the Period of Employment.

3.02   Nothing in this Agreement shall preclude the Company from

amending or terminating any employee benefit plan or practice, but, it being the intent of the parties that the Executive shall continue to be entitled during the Period of Employment to perquisites as set forth in paragraph 3.03 above and to benefits and service credit for benefits under paragraph 4.01 above through the Period of Employment hereunder.

V.Supplemental Retirement Benefit.

Since certain limitations are placed on the amount of benefits receivable by participants under the Company's disability plan by the Internal Revenue Code, and on the amounts contributable to the Company's 401(k) Plan under Article 5 of such plan, the Company shall provide the Executive and his beneficiaries with benefits equal to the benefits lost under those plans as a result of these limitations. Payments of such supplemental retirement benefits shall be made to the Executive or his beneficiaries in a manner consistent with the elections available under the plans providing such benefits.

VI.Effect of Death or Disability.

6.01In the event of the death of the Executive during the Period of Employment, the legal representative of the Executive shall be entitled to the compensation provided for in paragraph 3.01 above for the month in which death occurred.

6.02(a)The term “Disability” as used in this Agreement shall mean an illness or accident occurring during the Period of Employment which prevents the Executive from performing his duties under this Agreement.

(b)In the event of the Disability of the Executive during the Period of Employment, the Executive shall be entitled for a period of twelve (12) months to the benefits provided for in paragraph 3.01(a)(i) and 3.01(a)(ii) above, at the rate being paid at the time of the commencement of Disability. After a disability period of twelve (12) months, the Executive shall receive disability payments of 60% of the monthly compensation set forth in paragraphs 3.01(a)(i) and 3.01(a)(ii) less the amount of any Company group insured long-term disability benefits he receives. These disability payments are to continue to be paid to the Executive until the end of the Period of Employment. This shall not preclude the Executive from receiving disability benefits after the Period of Employment under the Company's group long-term disability plan.

VII.   Termination.

7.01The Company may at its option terminate this Agreement at any time during the term hereof, with or without cause. In the event of a Termination, as defined in paragraph 7.03 below, during the Period of Employment, the provisions of

this Section VII shall apply. Any provision of this Agreement to the contrary notwithstanding, the payments, benefits, service credit for benefits and other matters provided in this Section VII in the event of such a Termination are in addition to any such items provided by Section V.

7.02In the event of a Termination, the Company shall, as liquidated damages, severance pay, and payment for services rendered in the past, pay to the Executive an amount equal to the Average Annual Earnings of the Executive during the remainder of the Period of Employment. During the period that payments provided in this paragraph 7.02 are required, the Executive, his dependents and beneficiaries shall continue to be entitled to all benefits under employee benefit plans of the Company as if Executive was still employed and the period in which such payments are provided shall be continued service with the Company for the purpose of continued credits under the employee benefits plans and for purposes of determining payments and other rights in respect of awards made or accrued prior to termination under the executive incentive plans referred to in paragraph 3.02; provided, however, if continued participation in any one or more of such plans is not possible under the terms thereof, the Company shall provide substantially identical benefits.

(a)The term "Average Annual Earnings" shall mean the sum of Executive’s Five-Year Average Base Salary and his Five-Year Average Actual Bonus. For purposes of this subsection, “Five-Year Average Base Salary” shall mean the average of Executive’s per annum base salary payable for the five-year period ending on the last day of the Company’s fiscal year immediately preceding the fiscal year of Executive’s Termination; provided, however, if Executive had not been employed for the entire five-year period, “Five-Year Average Base Salary” shall mean the average of Executive’s per annum base salary payable over his actual period of employment. For purposes of this subsection, “Five-Year Average Actual Bonus” shall mean the average of Executive’s actual annual bonuses payable under the Company’s Management Incentive Plan, or such equivalent successor plan as may be adopted by the Company, for the five-year period ending on the last day of the Company’s fiscal year immediately preceding the fiscal year

of Executive’s Termination; provided, however, if Executive had not been employed for the entire five-year period, “Five-Year Average Actual Bonus” shall mean the average of Executive’s actual annual bonuses payable over his actual period of employment.

7.03The word "Termination" shall mean:

(a)Termination by the Company of the employment of the Executive for any reason other than for Cause as defined in paragraph 7.04 below or for disability or death.

(b)Termination by the Executive of his employment with the Company upon the occurrence of any of the following events:

(i) Failure to elect or reelect the Executive to, or removal of the Executive from, the office described in paragraph 2.01 above;

(ii) A significant change in the nature or scope of the authorities, powers, functions or duties attached to the position described in paragraph 2.01 of this Agreement, or a reduction in compensation, which is not remedied within thirty (30) days after receipt by the Company of written notice from the Executive;

(iii) A breach by the Company of any provision of this Agreement not embraced within the foregoing clause (i) and (ii) of this subparagraph 7.03(b) which is not remedied within thirty (30) days after receipt by the Company of written notice from the Executive; and

(iv) The liquidation, dissolution, consolidation or merger of the Company or transfer of all or a significant portion of its assets unless a successor or successors (by merger, consolidation or otherwise) to which all or a significant portion of its assets have been transferred shall have assumed all duties and obligations of the Company under this Agreement but without releasing the Company that is the original party to this Agreement; provided that in any event set forth in this subparagraph 7.03(b) above, the Executive shall have elected to terminate his employment under this Agreement upon not less than forty (40) and not more than ninety (90) days' advance written notice to the Board of Directors of the Company, attention of the Secretary, given, except in the case of a continuing breach, within three calendar months after (A) failure to be so elected or reelected, or removal, (B) expiration of the thirty (30) day cure period with respect to such event, or (C) the closing date of such liquidation, dissolution, consolidation, merger or transfer of assets, as the case may be.

An election by the Executive to terminate his employment given under the provisions of this paragraph 7.03 shall not be deemed a voluntary termination of employment by the Executive for the purpose of this Agreement or any plan or practice of the Company.

7.04For the purpose of any provision of this Agreement, the termination of the Executive's employment shall be deemed to have been for Cause only:

(a)if termination of his employment shall have been the result of an act or acts of dishonesty on the part of the Executive constituting a felony and resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, or

(b)If there has been a breach by the Executive during the Period of Employment of the provisions of Section IX relating to confidential information, and such breach results in demonstrably material injury to the Company.

7.05In the event that the Executive's employment shall be terminated by the Company during the Period of Employment and such termination is alleged to be for Cause, or the Company shall withhold payments or provision of benefits because the Executive is alleged to be engaged in Competition in breach of the provisions of paragraph 9.02 below or for any other reason, the Executive shall have the right, in addition to all other rights and remedies provided by law, at his election either to seek binding arbitration within the Racine, Wisconsin, area or other mutually agreeable area under the rules of the American Arbitration Association, or to institute a judicial proceeding; all costs of such arbitration or judicial proceeding including all attorney fees, are to be borne by the Company if the Executive prevails.

VIII. No Obligation to Mitigate Damages.

In the event of a Termination, as defined in paragraph 7.03 above, the Executive shall not be required to mitigate the amount of compensation and benefits set forth in paragraph 7.02 above by seeking employment with others, or otherwise, nor shall the amount of such compensation and benefits be reduced or offset in any way by any income or benefits earned by Executive from another employer or other source after the termination becomes effective.

IX.Confidential Information; Non Compete.

9.01The Executive agrees not to disclose (either while in the Company's employ, or at any time thereafter), to any person not employed by the Company, or not engaged to render services to the Company, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of the Company, any confidential information obtained by him while in the employ of the Company, including, without limitation, information relating to any of the Company's inventions, processes, formulae, plans, devises, compilations of information, methods of distribution, customers, client relationships, marketing strategies or trade secrets; provided, however, that this provision shall not preclude the Executive from use or disclosure of information known generally to the public or of information not considered confidential by persons engaged in the business conducted by the Company or from disclosure required by law or Court order. The Agreement herein made in this paragraph 9.01 shall be in addition to, and not in limitation or derogation of, any obligations otherwise imposed by law upon the Executive in respect of confidential information and trade secrets of the Company, its subsidiaries and affiliates.

9.02(a)Subject to the provisions of paragraph 7.05 above, there shall be no obligation on the part of the Company to make any further payments or provide any benefits required under this Agreement if the Executive shall, during the period that such payments are being made or benefits provided, engage in Competition with the Company as hereinafter defined.

(b)The word “Competition” for the purposes of this paragraph 9.02 and any other provision of this Agreement shall mean (i) taking a management position with or control of a business engaged in the design, development, manufacture, marketing or distribution of products, which constituted 5% or more of the sales of the Company and its subsidiaries and affiliates during the last fiscal year of the Company preceding the termination of the Executive’s employment, in any geographical area in which the Company, its subsidiaries or affiliates is at the time engaging in the design, development, manufacture, marketing or distribution of such products; provided, however, that in no event shall ownership of less than 5% of the outstanding capital stock entitled to vote for the election of directors of a corporation with a class of equity securities held of record by more than 500 persons, standing alone, be deemed Competition with the Company within the meaning of this paragraph 9.02, (ii) soliciting any person who is a customer of the businesses conducted by the Company, or any business in which the Executive has been engaged on behalf of the Company and its subsidiaries or affiliates at any time during the term of this Agreement on behalf of a business described in clause (i) of this subparagraph 9.02(b), or (iii) inducing or attempting to persuade any employee of the Company or any of its subsidiaries or affiliates to terminate his employment relationship in order to enter into employment with a business described in clause (i) of this subparagraph 9.02(b).

X.Notices.

All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be sufficiently given if and when mailed in the continental United States by registered or certified mail or personally delivered to the party entitled thereof at the address given from time to time by the parties to this Agreement which address shall be such address as the addressee may have given most recently by a similar notice. Any such notice delivered in person shall be deemed to have been received on the date of delivery.

XI.   General Provisions.

11.01There shall be no right of setoff or counterclaim in respect of any claim, debt or obligation against any payments to the Executive, his dependents, beneficiaries or estate, provided for in this Agreement.

11.02The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained in this Agreement and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of such agreements.

11.03No right or interest to or in any payments shall be assignable by the Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate.

11.04(a)No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or setoff in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.

(b)Except as herein provided, the Executive shall not have any present right, title or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under this Agreement. Nothing contained in this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and the Executive or any other person.

11.05The term “beneficiaries” as used in this Agreement shall, in the event of the death of the Executive, include any person, including a corporate or individual beneficiary designated by the Executive in a written instrument in form acceptable to and filed with the Company. In the absence of such designation, or if the designation is invalid for any reason, the benefits shall then be paid to the Executive’s estate.

11.06In the event of the Executive’s death or a judicial determination of his incompetence, reference in this agreement to the Executive shall be deemed, where appropriate, to refer to his legal representative or, where appropriate, to this beneficiary or beneficiaries.

11.07This Agreement shall be binding upon and shall inure to the benefit of the Executive, his heirs and legal representatives, and the Company and its successors, including, without limitation, any corporate or corporations acquiring directly or indirectly all or substantially all of the assets of the Company whether by merger, consolidation, sale or otherwise (and such successors shall thereafter be deemed embraced with the term “the Company” for the purposes of this Agreement).

11.08The validity, interpretation, construction, performance and enforcement of this Agreement shall be governed by the laws of the State of Wisconsin.

XII.Amendment or Modification.

No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Board of Directors of the Company or any authorized committee of the board of Directors and shall be agreed to in writing, signed by the Executive and by an officer of the Company hereunto duly authorized.

XIII. Severability.

In the event that any provision of this agreement, or portion thereof, shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement and parts of such provision not so invalid or unenforceable shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this ____ day of __________, 2005.

MODINE MANUFACTURING COMPANY

BY:__________________________

David B. Rayburn

President & Chief Executive Officer

EXECUTIVE

_____________________________

(SEAL)

Attest:

_________________________

Secretary

EX-10.2

Exhibit 10.2

CHANGE IN CONTROL AND TERMINATION AGREEMENT

Modine Manufacturing Company, a Wisconsin corporation (“Employer”) and _____________ (“Executive”) entered into a Change in Control and Termination Agreement, effective as of, 2005 (“Agreement”), and such Agreement is hereinafter set forth.

WITNESSETH:

WHEREAS, Executive is currently employed by Employer as its _____________ Vice President.

WHEREAS, Employer desires to provide security to Executive in connection with Executive's employment with Employer in the event of a Change in Control affecting Employer; and

WHEREAS, Executive and Employer desire to enter into this Agreement pertaining to the terms of the security Employer is providing to Executive with respect to his employment in the event of a Change in Control;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.Term. The term of this Agreement shall be the period beginning on the date hereof and terminating on the date 36 months after such date (the "Term"), provided that for each day from and after the date hereof the Term will automatically be extended for an additional day, unless either Employer or Executive has given written notice to the other party of its or his election to cease such automatic extension, in which case the Term shall be the 36-month period beginning on the date such notice is received by such other party. Notwithstanding the above, this Agreement shall automatically be terminated without further notice by either Executive or employer, upon the occurrence of either the following events so long the event occurred in advance of and was unrelated to a Change-in-Control: (1) Termination of Executives employment with employer; or (2) a significant, negative change in the nature or scope of Executive’s authorities, title or duties.

2.Definitions. For purposes of this Agreement:

(a)“Actual Bonus” shall mean the amount of Executive’s incentive bonus compensation actually payable for a calendar year under an incentive compensation plan maintained by Employer; provided, however, that such amount shall in no event be less than the highest amount payable to Executive at any time during the Term.

(b)"Affiliate" or "Associate" shall have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934.

(c)"Base Salary" shall mean Executive's per annum base salary at the rate in effect on the date of a termination of employment under circumstances described in subsections 3(a) or (b) below; provided, however, that such rate shall in no event be less than the highest rate in effect for Executive at any time during the Term.

(d)"Beneficiary" shall mean the person or entity designated by Executive, by written instrument delivered to Employer, to receive the benefits payable under this Agreement in the event of his death. If Executive fails to designate a Beneficiary, or if no Beneficiary survives Executive, such death benefits shall be paid:

(i) to his surviving spouse; or

(ii) if there is no surviving spouse, to his living descendants perstirpes; or

(iii) if there is neither a surviving spouse nor descendants, to his duly appointed and qualified executor or personal representative.

(e)A "Change in Control" shall be deemed to take place on the occurrence of any of the following events:

(1)The commencement by an entity, person or group (other than Employer or an Affiliate or Associate) of a tender offer for at least 30% of the outstanding capital stock of Employer entitled to vote in elections of directors ("Voting Power");

(2)The effective time of (i) a merger or consolidation of Employer with one or more other corporations as a result of which the holders of the outstanding Voting Power of Employer immediately prior to such merger or consolidation (other than the surviving or resulting corporation or any Affiliate or Associate thereof) 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 Employer other than to an entity of which Employer owns at least 50% of the Voting Power; or

(3)During any period of 24 months that ends during the Term, regardless of whether such period commences before or after the effective date of this Agreement, the persons who at the beginning of such 24-month period were directors of Employer cease for any reason to constitute at least a majority of the Board of Directors of Employer.

(f)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(g)“Defined Contribution Plan” shall mean a defined contribution plan as defined in Section 3(34) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

(h)“Five-Year Average Actual Bonus” shall mean the average of Executive’s Actual Bonuses (determined without reference to the proviso in subsection 2(a)) payable for the five-year period ending on December 31 of the calendar year immediately preceding the calendar year of Executive’s termination of employment.

(i)“Five-Year Average Base Salary” shall mean the average of Executive’s per annum Base Salary (determined without reference to the proviso in subsection 2(c)) payable for the five-year period ending on December 31 of the calendar year immediately preceding the calendar year of Executive’s termination of employment.

(j)"Good Cause" shall be deemed to exist if, and only if:

(1)Executive engages in an act of dishonesty constituting a felony that results or is intended to result directly or indirectly in gain or personal enrichment at the expense of Employer; or

(2)Executive breaches any provision of Section 8 (relating to confidential information), and such breach results in a demonstrably material injury to Employer.

(k)“Good Reason” shall be deemed to exist if, and only if:

(1) there is significant change in the nature or the scope of Executive’s authorities or duties;

(2) there is significant reduction in Executive’s Base Salary, his opportunity to earn a bonus under an incentive bonus compensation plan maintained by Employer or his benefits; or

(3) Employer changes by 100 miles or more the principal location in which Executive is required to perform services.

(l)"Severance Period" shall mean the period beginning on the date Executive's employment with Employer terminates under circumstances described in subsection 3(a) and ending on the date 24 months thereafter.

(m)"Substantial Portion of the Property of Employer" shall mean 50% of the aggregate book value of the assets of Employer and its Affiliates and Associates as set forth on the most recent balance sheet of Employer, prepared on a consolidated basis, by its regularly employed, independent, certified public accountants.

(n)“Target Bonus” shall mean the amount of Executive’s target annual incentive bonus compensation for the calendar year in which the date of a termination of employment under circumstances described in subsection 3(a) below occurs, under the incentive bonus compensation plan maintained by Employer for such year; provided, however, that such amount shall in no event be less than the highest amount in effect for Executive at any time during the term.

(o)"Welfare Plan" shall mean any health and dental plan, disability plan, survivor income plan or life insurance plan, as defined in Section 3(1) of ERISA, currently or hereafter made available by Employer in which Executive is eligible to participate.

3.Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the Term, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the thirteenth month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason:

(1)Employer shall pay Executive an amount equal to two times the greater of: (A) the sum of Executive’s Base Salary and Target Bonus, or (B) the sum of Executive’s Five-Year Average Base Salary and Five-Year Average Actual Bonus. Such amount shall be paid to Executive in a lump sum within 60 days after his date of termination of employment.

(2)Employer shall pay Executive an amount equal to the pro rata portion of the Target Bonus that is applicable to the period commencing on the first day of the calendar year in which the employment of Executive is terminated and ending on the date of such termination. Such amount shall be paid to Executive in a lump sum within 60 days after his date of termination of employment.

(3)(A)For each calendar year ending during the Severance Period, Employer shall pay to Executive a Supplemental Defined Contribution Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below:

(i)the amount that would have been allocated to Executive’s accounts under all Defined Contribution Plans (“Accounts”) during such calendar year, assuming (A) that the amount of Executive’s elective deferrals (as defined in Section 402(g)(3) of the Code) equals the amount of such elective deferrals Executive authorized in the calendar year immediately preceding the calendar year in which the date of commencement of the Severance Period occurs; (B) that all Employer contributions (except elective deferrals as defined in Section 402(g)(3) of the Code) were allocated to Executive’s Accounts during such calendar year, in the amount that would have been allocated on behalf of Executive had Executive been actively employed during such calendar year; and (C) that Executive’s rate of compensation (as defined in the applicable Defined Contribution Plan for purposes of determining Employer contributions) during such calendar year is identical to such rate of compensation on the date immediately preceding his termination of employment;

(ii)the amount, if any, actually allocated to Executive’s Accounts during such year;

(B)Each Supplemental Defined Contribution Benefit shall be paid to Executive in a lump sum no later than 60 days after the end of each applicable calendar year during the Severance Period;

(C)In the event of Executive’s death prior to the end of the Severance Period, the Supplemental Defined Contribution Benefit shall continue to accrue for the duration of the Severance Period on the same basis as if Executive had not died. Such Supplemental Defined Contribution Benefit shall be payable to Executive’s Beneficiary at the same time and manner as such Benefit would have been paid to Executive.

(4)If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become vested and exercisable upon such date and will be exercisable for 36 months thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date.

(5)During the Severance Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. For purposes of the continuation of Executive’s group health plan coverage required under Code Section 4980B, to the extent permitted by the applicable group health plan, (i) the period of extended coverage referred to in Code Section 4890B(f)(2)(B)(i)(I) shall commence on the first date that follows the end of the Severance Period, and (ii) the applicable notice period provided under Code Section 4980B(f)(6)(B) shall commence on the first date that follows the end of the Severance Period.

(b)If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Welfare Plans.

(c)Notwithstanding anything herein to the contrary, in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination.

(d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

4. Excise Tax. (a) In the event that a Change in Control shall occur, and a final determination is made by legislation, regulation, ruling directed to Executive or Employer, by court decision, or by independent tax counsel described in subsection (b) next below, that the aggregate amount of any payment made to Executive (1) hereunder, and (2) pursuant to any plan, program or policy of Employer in connection with, on account of, or as a result of, such Change in Control (“Total Payments”) will be subject to the excise tax provisions of Section 4999 of the Code, or any successor section thereof, Executive shall be entitled to receive from Employer, in addition to any other amounts payable hereunder, a lump sum payment (the “Gross-Up Payment”), sufficient to cover the full cost of such excise taxes and Executive’s federal, state and local income and employment taxes on this additional payment, so that the net amount retained by Executive, after the payment of all such excise taxes on the Total Payments, and all federal, state and local income and employment taxes and excise taxes on the Gross-Up Payment, shall be equal to the Total Payments. The Total Payments, however, shall be subject to any federal, state and local income and employment taxes thereon. For this purpose, Executive shall be deemed to be in the highest marginal rate of federal, state and local taxes. The Gross-Up Payment shall be made at the same time as the payments described in subsections 3(a)(1) and (2) above.

(b)Employer and Executive shall mutually and reasonably determine the amount of the Gross-Up Payment to be made to Executive pursuant to the preceding subsection. Prior to the making of any such Gross-Up Payment, either party may request a determination as to the amount of such Gross-Up Payment. If such a determination is requested, it shall be made promptly, at Employer's expense, by independent tax counsel selected by Executive and approved by Employer (which approval shall not unreasonably be withheld), and such determination shall be conclusive and binding on the parties. Employer shall provide such information as such counsel may reasonably request, and such counsel may engage accountants or other experts at Employer's expense to the extent that they deem necessary or advisable to enable them to reach a determination. The term "independent tax counsel," as used herein, shall mean a law firm of recognized expertise in federal income tax matters that has not previously advised or represented either party. It is hereby agreed that neither Employer nor Executive shall engage any such firm as counsel for any purpose, other than to make the determination provided for herein, for three years following such firm's announcement of its determination.

(c)In the event the Internal Revenue Service subsequently adjusts the excise tax computation made pursuant to subsections 4(a) and (b) above, Employer shall pay to Executive, or Executive shall pay to Employer, as the case may be, the full amount necessary to make either Executive or Employer whole had the excise tax initially been computed as subsequently adjusted, including the amount of any underpaid or overpaid excise tax, and any related interest and/or penalties due to the Internal Revenue Service.

5.Setoff. No payments or benefits payable to or with respect to Executive pursuant to this Agreement shall be reduced by any amount Executive or his spouse or Beneficiary may earn or receive from employment with another employer or from any other source.

6.Mitigation. Executive shall not be required to mitigate the amount of compensation and benefits set forth above by seeking employment with others, or otherwise.

7.Death. If Executive's employment with Employer terminates under circumstances described in subsections 3(a) or (b), then upon Executive's subsequent death, all unpaid amounts payable to Executive under subsections 3(a)(1) or (2) or 3(b), or Section 4, if any, shall be paid to his Beneficiary, all amounts payable under subsection 3(a)(3) shall be paid pursuant to the terms of said subsections to his spouse or other beneficiary under the applicable plan, and if subsection 3(a) applies, his spouse and other dependents shall continue to be covered under all applicable Welfare Plans during the remainder of the Severance Period, if any, pursuant to subsection 3(a)(6).

8.Confidentiality. Executive agrees not to disclose (during the Term or at any time thereafter) to any person not employed by the Employer, or not engaged to render services to the Employer, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Employer, any confidential information obtained by him while in the employ of the Employer, including, without limitation, information relating to any of the Employer’s inventions, processes, formulae, plans, devises, compilations of information, methods of distribution, customers, client relationships, marketing strategies or trade secrets; provided, however, that this provision shall not preclude the Executive from use or disclosure of information known generally to the public or of information not considered confidential by persons engaged in the business conducted by the Employer or from disclosure required by law or court order. The Agreement herein made in this Section 8 shall be in addition to, and not in limitation or derogation of, any obligation otherwise imposed by law upon the Executive in respect of confidential information and trade secrets of the Employer and its Affiliates.

9.Forfeiture. If Executive shall at any time violate any obligation of his under Section 8 in a manner that results in demonstrably material injury to the Employer, he shall immediately forfeit his right to any benefits under this Agreement, and Employer shall thereafter have no further obligation hereunder to Executive or his spouse, Beneficiary or any other person.

10.Executive Assignment. No interest of Executive, his spouse or any Beneficiary, or any other beneficiary under the plans, under this Agreement, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, Executive or his spouse, Beneficiary or other beneficiary, including claims for alimony, support, separate maintenance, and claims in bankruptcy proceedings.

11.Benefits Unfunded. All rights under this Agreement of Executive and his spouse, Beneficiary or other beneficiary under the plans, shall at all times be entirely unfunded, and no provision shall at any time be made with respect to segregating any assets of Employer for payment of any amounts due hereunder. None of Executive, his spouse, Beneficiary or any other beneficiary under the plans shall have any interest in or rights against any specific assets of Employer, and Executive and his spouse, Beneficiary or other beneficiary shall have only the rights of a general unsecured creditor of Employer. Notwithstanding the preceding provisions of this Section, the Officer Nominating and Compensation Committee of the Board of Directors of Employer, in its discretion, shall have the right, at any time and from time to time, to cause amounts payable or potentially payable to Executive or his Beneficiary hereunder to be paid to the trustee of a Rabbi Trust or any similar trust to be established by Employer (“Trust”).

12.Waiver. No waiver by any party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of any other provisions or conditions at the same time or at any prior or subsequent time.

13.Litigation Expenses. Employer shall pay Executive's reasonable attorneys' fees and legal expenses in connection with any judicial proceeding to enforce, construe or determine the validity of this Agreement (“Litigation”), if Executive is a Prevailing Party in such Litigation. Executive shall be deemed a “Prevailing Party” if (a) a court enters a judgment in his favor in connection with such Litigation, or (b) Employer and Executive enter into a written agreement of settlement of such Litigation. If Executive is not a Prevailing Party in such Litigation, Employer shall pay Executive’s reasonable attorney’s fees and legal expenses in connection therewith, up to a maximum of $100,000.

14.Applicable Law. This Agreement shall be construed and interpreted pursuant to the laws of the State of Wisconsin.

15.Entire Agreement. This Agreement contains the entire Agreement between the Employer and Executive and supersedes any and all previous agreements; written or oral; between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties hereto unless reduced to writing and signed by Employer and Executive.

16.No Employment Contract. Nothing contained in this Agreement shall be construed to be an employment contract between Executive and Employer.

17.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

18.Severability. In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby.

19.Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives and successors.

20.Employment with an Affiliate. For purposes of this Agreement, (A) employment or termination of employment of Executive shall mean employment or termination of employment with Employer and all Affiliates, (B) Base Salary, Target Bonus, Actual Bonus, Five-Year Average Base Salary and Five-Year Average Actual Bonus shall include remuneration received by Executive from Employer and all Affiliates, and (C) the terms Defined Contribution Plan, and Welfare Plan maintained or made available by Employer shall include any such plans of any Affiliate of Employer.

21.Notice. Notices required under this Agreement shall be in writing and sent by registered mail, return receipt requested, to the following addresses or to such other address as the party being notified may have previously furnished to the other party by written notice:

If to Employer:Modine Manufacturing Company

1500 DeKoven Avenue

Racine, WI 53403

Attention: Legal Department

If to Executive:

IN WITNESS WHEREOF, Executive has hereunto set his hand, and Employer has caused these presents to be executed in its name on its behalf, all as of the ___ day of

________, 2005.

MODINE MANUFACTURING COMPANY

By:   ______________________  

Title: President and Chief Executive Officer

_____________

____________, Executive

EX-99

  Exhibit 99

NEWS RELEASE

For Immediate Release

Investor Contact: Dave Prichard262-636-8434 d.a.prichard@na.modine.com

Media Contact: Lori Stafford262-636-1001 l.stafford@na.modine.com

Thomas Burke, Former Visteon Executive, Joins Modine Manufacturing Company as Executive Vice President

Racine, WI, May 31, 2005 - Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today that Thomas A. Burke, 48, has joined the Company as Executive Vice President, reporting to President and Chief Executive Officer David Rayburn.

In this newly created position, Burke will be responsible for Modine’s North American Automotive and Commercial HVAC Divisions, and the Fuel Cell Products Group, as well as the corporate Information Technology and Environmental, Health, Safety and Security departments.

Burke brings a wealth of experience to Modine, including the last nine years with Visteon Corporation (NYSE: VC), where he was most recently Vice President of North American Manufacturing Operations with responsibility for more than $10 billion in sales. There, he led an effort to develop and implement business strategies to enhance the company’s global manufacturing product portfolio. Prior to that and based in Cologne, Germany, Burke served as Vice President of European and South American Manufacturing, and Vice President of North American and Asian Operations.

Before Visteon, he spent 13 years with Ford Motor Company (NYSE: F) in the climate control division in a variety of engineering and operations positions in the U.S. and Mexico. Burke received a bachelor’s degree in engineering in 1979from Purdue University

“Tom is a seasoned executive with tremendous international experience working directly in our industry, with our same products, and with many of our customers,” said Rayburn. “We are pleased that he is joining our senior management team.

“His knowledge of climate control, heat transfer and the global automotive industry will be very valuable to both to Modine and its customers,” Rayburn added. “We look forward to utilizing his expertise as we continue to globalize our products, process and strategies for the future.”Concurrent with Burke’s arrival, Modine is also realigning the responsibilities of its senior management team, and creating specific, strategic responsibilities for worldwide markets and products, to better serve its increasingly global, technology-drive OE customer base. “This is an effort to better facilitate the strong global strategic initiatives we have created,” Rayburn said. “In this regard, Tom will have global market strategic responsibility for the Automotive, Fuel Cell and HVAC markets.”

“Modine’s excellent reputation and successful business model are very well respected in the industry,” said Burke. “Modine has a strong balance sheet, a diversified customer and market base, innovative research and development, and a defined focus on its core technology. The company’s corporate culture is also a good fit for me, so it is truly a privilege to join the leadership team at this exciting phase of Modine’s growth.”

With record fiscal 2005 revenues and operating cash flow of $1.5 billion and $156 million, respectively, Modine specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, HVAC (heating, ventilating, air conditioning) equipment, industrial equipment, refrigeration systems, fuel cells, and electronics. The Company employs 9,400 people at 40 facilities worldwide. For more information about Modine, visit www.modine.com