Edgar Filing: MODINE MANUFACTURING CO

formdef14a.htm

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Modine Manufacturing Company

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June 22, 2009

1500 DeKoven Avenue

Racine, Wisconsin 53403-2552

Notice of Annual Meeting of Shareholders

Date:	Thursday, July 23, 2009
Time:	9:00 a.m.
Place:	The Pfister Hotel 424 East Wisconsin Avenue Milwaukee, Wisconsin 53202
Record Date:	May 29, 2009

The annual meeting is for the following purposes:

To elect the Company-nominated slate of three directors for terms expiring in 2012;

To approve the proposed amendment to the Amended and Restated Articles of Incorporation of Modine Manufacturing Company to provide for a majority voting standard for the election of directors;

To approve the proposed amendment to the Bylaws of Modine Manufacturing Company to provide for a majority voting standard for the election of directors;

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

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

	By order of the Board of Directors,


	/s/ Margaret C. Kelsey
	Margaret C. Kelsey
	Vice President – Corporate Development, General Counsel and Secretary

June 22, 2009

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.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on July 23, 2009 – the Proxy Statement and 2009 Annual Report are available at www.proxyvote.com and www.modine.com.

PROXY STATEMENT

2009 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 2009 Annual Meeting of Shareholders.

The meeting will be held at 9:00 a.m. on July 23, 2009 at:

The Pfister Hotel

424 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

This proxy statement and accompanying proxy card are first being mailed to shareholders on or about June 22, 2009.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

The Rules of Conduct for the annual meeting are attached as Appendix A. Please review the Rules of Conduct before attending the annual meeting. The Rules of Conduct will also be distributed at the annual meeting.

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 29, 2009, the record date. A total of 32,236,227 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.

Registered Holders

Registered holders may vote by completing and mailing the enclosed proxy card or electronically either via the Internet or by calling Broadridge Financial Solutions, Inc. You may also vote in person at the annual meeting. Specific instructions 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. If your bank or brokerage firm is participating in Broadridge Investor

Communication Services’ program, your voting form will provide you with instructions.

401(k) Retirement Plan Participants

If you are a participant in one of Modine’s 401(k) Retirement Savings Plans, you will receive a proxy to indicate your voting instructions for your shares 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.

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, allow you to give voting instructions and confirm that those instructions have been recorded properly.

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.

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 Company-nominated slate of three directors for terms expiring in 2012 (see Item 1);

FOR approval of the amendment to the Amended and Restated Articles of Incorporation to provide for a majority voting standard for the election of directors (see Item 2);

FOR approval of the amendment to the Bylaws to provide for a majority voting standard for the election of directors (see Item 3); and

FOR ratification of the Company's independent registered public accounting firm (see Item 4).

Unless you give other instructions, the persons named as proxies will vote FOR Items 1, 2, 3 and 4.

What if other matters come up at the annual meeting?

To our knowledge, the matters described in this proxy statement are the only matters that will be subject to a vote. If other matters are properly presented, 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?

Yes, 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. The presence at the annual meeting of a shareholder who has made an effective proxy appointment does not, of itself, constitute a revocation of the proxy appointment.

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 the 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, up to the maximum number of directors to be elected in the election. 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 Amendment to the Amended and Restated Articles of Incorporation (Item 2)

Approval of this proposal requires the affirmative vote of two-thirds of all shares entitled to vote on the proposal. Abstentions and broker non-votes will have the effect of votes against this proposal.

Voting on the Amendment to the Bylaws (Item 3)

Voting on the Ratification of Independent Registered Public Accounting Firm (Item 4)

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 and broker non-votes 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. 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 at www.proxyvote.com and on our website, www.modine.com. In addition, shareholders may elect to view future proxy statements and annual reports on 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 on 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 on 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 so. 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:

persons known by the Company to beneficially own more than 5% of the outstanding shares;

nominees for director and directors of the Company;

the executive officers named in the Summary Compensation Table in the Executive Compensation section of this proxy statement; and

all current directors and executive officers of the Company as a group.

	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 10580-1435		4,383,415		13.6

Dimensional Fund Advisors LP (5) Palisades West, Building One 6300 Bee Cave Road Austin, Texas 78746		2,648,738		8.2

Barclays Global Investors (6) 400 Howard Street San Francisco, CA 94105		2,100,301		6.5

Rutabaga Capital Management LLC Two Oliver Street Boston, Massachusetts 02109		1,935,982		6.0

Charles P. Cooley		4,516		*

Frank P. Incropera		38,888		*

Frank W. Jones (7)		93,388		*

Dennis J. Kuester		58,678		*

Vincent L. Martin (8)		70,552		*

Gary L. Neale		75,560		*

Marsha C. Williams		40,160		*

Michael T. Yonker		50,333		*

Thomas A. Burke		115,095		*

Bradley C. Richardson		160,367		*

Klaus A. Feldmann		144,539		*

Thomas F. Marry		95,946		*

Margaret C. Kelsey		40,960		*

James R. Rulseh (9)		128,678		*

All directors and executive officers as a group (14 persons)(10)(11)		1,016,158		3.1

(1)

Except as otherwise indicated, each person has the sole power to vote and dispose of all shares listed opposite his or her name. The number of shares set forth for nominees for director, directors and executive officers is reported as of May 29, 2009. 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”), unless more recent information was provided. 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, and other facts known to the Company. It includes shares of common stock that are issuable upon the exercise of stock options exercisable within 60 days of the record date. Such information is not necessarily to be construed as an admission of beneficial ownership.

(2)

Includes shares of common stock issuable upon the exercise of options within 60 days of May 29, 2009 as follows: Dr. Incropera - 35,852 shares; Mr. Jones - 36,876 shares; Mr. Kuester - 36,876 shares; Mr. Martin - 35,852 shares; Mr. Neale – 37,900 shares; Ms. Williams - 35,852 shares and Mr. Yonker - 36,876 shares.

(3)

Includes the following:

	Number of Shares
Name	Direct Ownership		Options Exercisable within 60 Days of May 29, 2009		Held in 401(k) Plan		Attributable to Deferred Comp. Plan		Restricted Shares (Not Vested)

Thomas A. Burke		19,329		79,226		279		336		15,925

Bradley C. Richardson		33,840		106,990		5,414		1,309		12,814

Klaus A. Feldmann		20,376		115,048		0		0		9,115

Thomas F. Marry		11,603		43,881		939		34,901		4,622

Margaret C. Kelsey		6,509		31,277		319		0		2,855

James R. Rulseh		14,302		104,316		1,025		34		9,001

(4)

Based on Schedule 13D filed under the Exchange act, dated March 17, 2009. Each reporting person included in the Schedule 13D: Gabelli Funds, LLC; GAMCO Asset Management Inc. ("GAMCO"); GGCP, Inc.; GAMCO Investors, Inc.; and Mario J. Gabelli, 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 does not have authority to vote 164,855 of the reported shares, and (ii) in certain circumstances, proxy voting committees may have voting power over the reported shares.

(5)

Based on Schedule 13G filed under the Exchange Act dated December 31, 2008. 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.

(6)

Based on Schedule 13G filed under the Exchange Act, dated December 31, 2008. Each reporting person included in the Schedule 13G: Barclays Global Investors, NA.; Barclays Global Fund Advisors; Barclays Global Investors, Ltd.; Barclays Global Investors Japan Limited; Barclays Global Investors Canada Limited; Barclays Global Investors Australia Limited; Barclays Global Investors (Deutschland) AG; Barclays Global Fund Advisors; and Barclays Global Investors, Ltd has the sole power to vote or direct the vote and the sole power to dispose 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)

Mr. Martin shares the power to vote and dispose of 25,000 shares of common stock with his spouse.

(9)

Mr. Rulseh is a former executive officer of the Company.

(10)

Includes 647,022 shares subject to the exercise of options within 60 days of May 29, 2009.

(11)

None of the shares of common stock held by a director or executive office are pledged as security.

ITEM 1 - ELECTION OF DIRECTORS

Action will be taken at the 2009 Annual Meeting of Shareholders for the election of three directors to serve as directors until the 2012 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 directors.

The nominees for election are Frank W. Jones, Dennis J. Kuester and Michael T. Yonker. 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 nominee(s) designated by the Board of Directors. In accordance with the Company’s 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 shareholders or 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 2012:

Frank W. Jones Age 69 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 67 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, a Milwaukee, Wisconsin-based bank holding company. Mr. Kuester is also a director of Wausau Paper Corporation and Metavante Technologies, Inc.

Michael T. Yonker Age 66 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.

Directors Continuing in Service for Terms Expiring in 2010:
Thomas A. Burke Age 52 Director since April 2008	President and Chief Executive Officer (April 2008 – Present); Executive Vice President and Chief Operating Officer (July 2006 – March 2008); and Executive Vice President (May 2005 – July 2006) of the Company. Prior to joining Modine in May 2005, Mr. Burke worked over a period of nine years in various management positions with Visteon Corporation in Detroit, Michigan, a leading supplier of parts and systems to automotive manufacturers, including as Vice President of North American Operations (2002 – May 2005) and Vice President, European and South American Operations (2001 – 2002). Prior to working at Visteon, Mr. Burke worked in positions of increasing responsibility at Ford Motor Company.

Charles P. Cooley Age 53 Director since 2006	Since April 2009, Senior Vice President and Chief Financial Officer of The Lubrizol Corporation, Cleveland, Ohio, a specialty chemical company. Mr. Cooley formerly held the positions of Vice President, Treasurer and Chief Financial Officer (July 2005 to April 2009) and Vice President and Chief Financial Officer (April 1998 to July 2005) of The Lubrizol Corporation. Prior to joining The Lubrizol Corporation, Mr. Cooley was Assistant Treasurer of Corporate Finance, Atlantic Richfield Company (ARCO) and Vice President, Finance, ARCO Products Company.

Gary L. Neale Age 69 Director since 1977	Retired. Non-Executive Chairman of the Board of Modine since April 1, 2008. 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.

Directors Continuing in Service for Terms Expiring in 2011:

Frank P. Incropera Age 70 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 69 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 Proliance International, Inc.

Bradley C. Richardson Age 50 Director since April 2008	Executive Vice President – Corporate Strategy and Chief Financial Officer (April 2008 – Present); Executive Vice President, Finance and Chief Financial Officer (January 2006 – March 2008) and Vice President, Finance and Chief Financial Officer (May 2003 – January 2006) of the Company. Prior to joining Modine in May 2003, Mr. Richardson worked over a period of more than 20 years in various management positions with BP (f/k/a BP Amoco) including as Chief Financial Officer and Vice President of Performance Management and Control for BP’s Worldwide Exploration and Production Division (2000 – May 2003) and President of BP Venezuela (1999 – 2000). Mr. Richardson is also a director of Brady Corporation and Tronox Incorporated.

Marsha C. Williams Age 58 Director since 1999	Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., an online travel company based in Chicago, Illinois, since July 2007. Prior to joining Orbitz Worldwide, Ms. Williams was Executive Vice President and Chief Financial Officer of Equity Office Properties Trust from August 2002 until February 2007. Ms. Williams is also a director of Chicago Bridge & Iron Company N.V., Fifth Third Bancorp. and Davis Funds.

The Board of Directors recommends a vote FOR all of the director-nominees: Messrs. Jones, Kuester and Yonker.

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 believes 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

Modine’s Global Policy on Business Conduct (our "Global Policy") 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 Global Policy, 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 concerns, anonymously and in confidence, regarding such matters. A copy of our Global Policy, 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 Global Policy, 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 Global Policy 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.

Director Independence

The Company requires, as set forth in its Guidelines on Corporate Governance, that a majority of the Board’s members be independent. However, the Company believes it is in its best interest to have members of the Company's management, including the CEO and CFO, 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 that the Board affirmatively determines have no material relationship with the Company, and who do not have any of the relationships that prevent independence under the standards of the NYSE, 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, Jones, Kuester, Martin, 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. Neither Mr. Burke nor Mr. Richardson is independent given Mr. Burke’s position as President and CEO of the Company and Mr. Richardson’s position as Executive Vice President – Corporate Strategy and CFO of the Company.

Non-Executive Chairman

In 2008, the Board of Directors appointed Gary L. Neale the Non-Executive Chairman of the Board. As Non-Executive Chairman of the Board, Mr. Neale presides over meetings of the shareholders, Board of Directors and executive sessions of the Board of Directors and carries out such other duties as directed by the Board of Directors.

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 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.

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, including the Non-Executive Chairman, will interview prospective nominees. After completing the evaluation and interview, the Nominating Committee makes a recommendation to the Board regarding the nomination of a candidate and the Board acts on that recommendation.

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. For consideration at the 2010 Annual Meeting of Shareholders, nominations must be received by the Secretary no earlier than April 14, 2010 and no later than May 7, 2010. 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, 2009 for the 2010 Annual Meeting of Shareholders.

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 Non-Executive Chairman) 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. In accordance with a process approved by the Board of Directors the Secretary reviews all such correspondence. The Secretary 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 she 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 seven meetings during the fiscal year ended March 31, 2009 and had the following five standing committees: Audit; Officer Nomination & Compensation; Pension; Corporate Governance and Nominating; and Technology.

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 meetings during fiscal 2009. 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

Thomas A. Burke	7 of 7 (100%)	Not applicable

Charles P. Cooley	7 of 7 (100%)	(chair) Audit 8 of 8 (100%) Corp. Gov. 4 of 4 (100%) Pension 2 of 2 (100%) Technology 2 of 2 (100%)

Frank P. Incropera	7 of 7 (100%)	Audit 8 of 8 (100%) Pension 3 of 3 (100%) Corp. Gov. 4 of 4 (100%) (chair) Technology 2 of 2 (100%)

Frank W. Jones	7 of 7 (100%)	ONC 3 of 3 (100%) (chair) Pension 2 of 2 (100%) Corp. Gov. 4 of 4 (100%) Technology 2 of 2 (100%)

Dennis J. Kuester	6 of 7 (86%)	ONC 3 of 3 (100%) Corp. Gov. 3 of 4 (75%)

Vincent L. Martin	7 of 7 (100%)	Pension 2 of 2 (100%) Technology 2 of 2 (100%) ONC 3 of 3 (100%) Corp. Gov. 4 of 4 (100%)

Gary L. Neale	7 of 7 (100%)	Not applicable

Bradley C. Richardson	7 of 7 (100%)	Not applicable

Marsha C. Williams	6 of 7 (86%)	Audit 7 of 8 (88%) (Chair) ONC 3 of 3 (100%) Corp. Gov. 4 of 4 (100%)

Michael T. Yonker	7 of 7 (100%)	Audit 4 of 8 (50%) ONC 3 of 3 (100%) (chair) Corp. Gov. 4 of 4 (100%)

Audit = Audit Committee

ONC = Officer Nomination & Compensation Committee

Corp. Gov = Corporate Governance and Nominating Committee

Pension = Pension Committee

Technology = Technology Committee

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

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 Exchange Act. The functions of the Audit Committee are described below in the Report of the Audit Committee on pages 39 - 40 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 member 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 Mr. Cooley (the Chair of the Committee) and Ms. Williams each qualify 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 with no business relationship with the Company, other than in their capacity as directors, and no interlocking relationships with the Company that are subject to disclosure under the rules of the SEC related to proxy statements.

Scope of Authority. The ONC Committee reviews the performance of the executive officers, other than the CEO, and works in conjunction with the Corporate Governance and Nominating Committee to review the performance of the CEO; 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; administers the incentive compensation plans in which executive officers and directors participate; and, since the elimination of the Pension Committee, as described below, reviews the Company’s benefit programs made available to some or all employees of the Company. The charter of the ONC Committee is available on the Company's website, www.modine.com.

Role of the Compensation Consultant. The ONC Committee has retained Towers Perrin (“Towers Perrin”) as its independent executive compensation consultant. Towers Perrin reports directly to the ONC Committee and the ONC Committee may replace Towers Perrin or hire additional consultants at any time. A representative of Towers Perrin attends meetings of the ONC Committee as requested, and communicates with the Chair of the ONC Committee between meetings; however, the ONC Committee makes all decisions regarding the compensation of Modine’s officers, including its named executive officers (as described in the Compensation Discussion and Analysis section).

Towers Perrin provides various executive compensation services to the ONC Committee with respect to Modine’s officers. Towers Perrin advises the ONC Committee on the principal aspects of Modine’s executive compensation program and best practices in executive compensation and provides market information and analysis regarding the competitiveness of the Company’s compensation program. In determining the competitiveness of the Company’s compensation of its named executive officers, as well as other officers, the ONC Committee uses survey data prepared by Towers Perrin.

The ONC Committee regularly reviews the services provided by its outside consultants and believes that Towers Perrin is providing independent services to the ONC Committee. The ONC Committee recognizes the potential for entrenchment with management and consultants, particularly consultants providing information that supports compensation level decisions. The ONC Committee in no way delegates its function and responsibilities to Towers Perrin, management or any other service provider.

Towers Perrin also acts as a consultant to the Company on matters concerning health care plan administration and strategy.

Role of Executive Officers. Mr. Burke, as CEO, recommends to the ONC Committee any compensation changes affecting the Company’s officers, including the other named executive officers. Mr. Burke reviews the performance goals of each officer and the level of achievement of those goals as well as the Company’s performance during the fiscal year with the ONC Committee. The ONC Committee reviews Mr. Burke’s recommendations and either approves or does not approve any compensation changes affecting officers of the Company. Mr. Burke has no role in setting his own compensation.

Compensation Committee Interlocks and Insider Participation. The members of the ONC Committee are Frank W. Jones, Dennis J. Kuester, Vincent L. Martin, Marsha C. Williams (chair) and Michael T. Yonker. Mr. Jones is a former executive officer of the Company who 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 2009.

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. In March 2009, the Nominating Committee also assumed the role of working with the ONC Committee, as appropriate, to review and monitor succession plans relating to the CEO and to evaluate the performance of the CEO. The Nominating Committee is composed exclusively of non-employee, independent directors with no business relationship with the Company, other than in their capacity as directors, and no interlocking relationships with the Company that are subject to disclosure under the rules of the SEC related to proxy statements. The charter of the Nominating Committee is available on the Company's website, www.modine.com.

Pension Committee

Through March 2009, the Pension Committee reviewed and monitored performance of the defined benefit pension plans and the defined contribution plans offered by the Company; monitored the objectives, membership and activities of the Company's Pension Investment Committee; and provided oversight for pension trust investments and defined contribution plans.

The Board of Directors voted to disband the committee in March 2009 because it concluded that the responsibilities of the Pension Committee could and should be managed by other committees and the full Board. The Audit Committee assumed the role of reviewing with management the accounting assumptions and disclosures related to the defined benefit and post-employment benefit plans as well as the status, policies and procedures relating to Company common stock held in any such plan. The ONC Committee will review the Company’s compensation and benefit programs (including plan design and effectiveness) and amend such plans pursuant to authority granted by the Board. The full Board will oversee the funded status of and financial and investment strategies, as applicable, for the defined benefit and other post-employment benefit plans.

Technology Committee

The Technology Committee reviews and makes recommendations to the entire Board of Directors on major strategies and other subjects related to the Company’s approach, emphasis, and direction with regard to technical innovation and opportunities; the technology acquisition process to assure ongoing business growth; and development and implementation of measurement and tracking systems important to successful innovation.

Compensation of Directors

Employees of Modine do not receive any compensation for serving on the Modine Board. For the 2009 fiscal year, non-employee directors, including the Non-Executive Chairman of the Board, received 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, Nominating Committee or Technology 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.

In October 2008, the Board of Directors reviewed board compensation data provided by Towers Perrin that showed the compensation of Modine’s directors to be low in comparison. Given the financial condition of the Company, the Board decided that it would not increase its compensation. In January 2009, the Board of Directors decided that all Board and Committee fees payable to each director for calendar year 2009 would not be paid but would be accrued for payment to conserve the Company’s cash flow. The Company shall pay the directors all such sums owed in December 2009.

The 2008 Incentive Stock Plan (the “Plan”) gives discretion to the Board, or a committee of the Board, to grant stock options and stock awards to non-employee directors. The 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.

The following table sets forth compensation paid to or accrued for non-employee members of the Company’s Board of Directors in fiscal 2009:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)			Change in Pension Value ($)			Total ($)

Charles P. Cooley		74,000		37,990		NA				111,990

Frank P. Incropera		69,000		--			(3	)		69,000

Frank W. Jones		66,000		37,990			(3	)		103,990

Dennis J. Kuester		54,500		37,990			(3	)		92,490

Vincent L. Martin		61,000		--			(3	)		61,000

Gary L. Neale		49,000		97,991	(4)		(3	)		146,991

Marsha C. Williams		68,000		--			(3	)		68,000

Michael T. Yonker		66,000		37,990			(3	)		103,990

(1)

After the 2008 Annual Meeting of Shareholders, Frank Jones, Dennis Kuester, Michael Yonker, Charles Cooley, and Gary Neale were granted 2,702 shares of unrestricted stock under the Plan. Dr. Incropera, Mr. Martin and Ms. Williams did not receive grants of shares after the 2008 Annual Meeting because they received awards in the prior year.

None of the directors included in the table above held any unvested stock awards as of the end of fiscal 2009. As of March 31, 2009, the directors included in the table above held options to purchase shares of common stock, all of which are exercisable, as follows: Mr. Cooley – none; Dr. Incropera - 35,852 shares; Mr. Jones - 36,876 shares; Mr. Kuester - 36,876 shares; Mr. Martin - 35,852 shares; Mr. Neale – 37,900 shares; Ms. Williams - 35,852 shares and Mr. Yonker - 36,876 shares.

(2)

Represents amounts expensed in fiscal 2009 relating to stock grants. 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 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 25 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, 2009.

(3)

Represents the change in pension value between the end of fiscal 2008 and the end of fiscal 2009 under the Modine Manufacturing Company Director Emeritus Retirement Plan as follows: Dr. Incropera – 0; Mr. Jones – ($23,592); Mr. Kuester – ($5,183); Mr. Martin – ($6,612); Mr. Neale – ($31,880); Ms. Williams – ($309); and Mr. Yonker – ($5,183). 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 Company used interest rates of 7.73%, 6.62% and 5.92% to calculate the present value of the pension benefit at March 31, 2009, March 31, 2008 and March 31, 2007, respectively.

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, Messrs. Jones, Kuester, Martin, Neale and Yonker, Dr. Incropera, and Ms. Williams accrued pension benefits pursuant to the Director Emeritus Retirement Plan until July 1, 2000.

(4)	On May 20, 2008, the Board of Directors granted Mr. Neale 3,563 shares of unrestricted stock to compensate him in his role as Non-Executive Chairman of the Board.

Share Ownership Guidelines

Effective January 16, 2008, the Board adopted share ownership guidelines for incumbent members of the Board of Directors. The guidelines are set forth in the Company’s Guidelines on Corporate Governance that are available at the Company’s website, www.modine.com. The Board believes that in order to further align the interests of members of the Board and shareholders, members of the Board and officers should have a meaningful personal investment in the Company. Only shares of stock, either restricted or unrestricted, count toward the guideline figures. The guidelines generally provide that by 2013, incumbent directors are expected to hold shares of Company stock with a value of at least three times the value of the director’s annual cash retainer.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains the compensation philosophy, policies and practices of the Company with respect to the following current executive officers:

Thomas A. Burke, President and CEO (Principal Executive Officer);

Bradley C. Richardson, Executive Vice President – Corporate Strategy and CFO (Principal Financial Officer);

Klaus A. Feldmann, Regional Vice President – Europe;

Thomas F. Marry, Regional Vice President – Asia & Commercial Products Group; and

Margaret C. Kelsey, Vice President – Corporate Development, General Counsel and Secretary.

Other than the Principal Executive Officer and Principal Financial Officer, Messrs. Feldmann and Marry and Ms. Kelsey were the three most highly compensated executive officers as of March 31, 2009. In addition to the five listed above, in accordance with SEC rules, our “named executive officers” or “NEOs” also include one former executive officer, James R. Rulseh, Regional Vice President – Americas, who ceased to be an executive officer on January 31, 2009.

The compensation for these individuals is listed in the tables on pages 20 through 28 of this Proxy Statement.

Overall Goals of Our Executive Compensation Program

The Officer Nomination & Compensation Committee sets the compensation philosophy at Modine. In determining the philosophy, the ONC Committee seeks to help achieve the short and long-term financial goals of the Company, and seeks to encourage the executives to act as owners of the Company. In addition, the ONC Committee is focused on attracting and retaining employees who are qualified, motivated and committed to excellence. The ONC Committee believes these goals can be accomplished through a compensation program that provides a balanced mix of cash and equity-based compensation. Base salary is intended to reward short-term performance as well as serve as a retention tool. The annual cash incentive is intended to reward the achievement of annual operating goals that are critical to the Company’s business. The equity portion of the compensation package provides incentives that align the executives’ returns with those of shareholders, encourages long-term retention and rewards superior long-term performance.

The ONC Committee acts under the following principles:

Compensation is a primary factor in attracting and retaining employees and Modine's goals can only be achieved by the attraction and retention of qualified and highly skilled people;

Compensation must be linked to the interests of shareholders. The most effective means of ensuring this linkage is with equity incentives, both stock awards and stock options;

All elements of executive compensation, including base salary; targeted annual incentives (cash-based); and targeted long-term incentives (stock-based) are set to ensure that executives are fairly, but not excessively, compensated;

Strong financial and operational performance must be encouraged and shareholders’ investments must be preserved and enhanced over time. Dilution of shareholder value as the result of awards will not be excessive; and

It is important to reward overall corporate results rather than the independent performance of any single operating unit. Operating units are interdependent and the Company as a whole benefits from the fostered cooperation and optimization of close collaboration among individual units.

It is also the objective of the ONC Committee that the executive compensation program reflects the economic conditions of the Company. In a year in which the Company underperforms, the compensation of the executive officers will be lower than in years when the Company is achieving its financial objectives. As reflected in this Compensation Discussion and Analysis, the ONC Committee believes the compensation program is meeting this objective.

The CEO participates in the same programs and receives compensation based generally on the same factors as the other NEOs. However, the level of the CEO’s compensation is even more heavily dependent upon the Company’s performance than other NEOs. Mr. Burke’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. Because of his key role in policy and decision making, the ONC Committee believes that the CEO’s compensation should be weighted more heavily toward equity awards so his compensation is reflective of the Company’s performance.

Use of Survey Data

As is described below with regard to each element of executive compensation, the ONC Committee compares the executive compensation levels at Modine, including base salary, cash incentive payments and long-term incentive compensation, against survey data prepared by the ONC Committee’s independent compensation consultant, Towers Perrin (“Towers Perrin”). Towers Perrin combines two surveys on an equal basis, consisting of approximately 2,200 companies’ data, to prepare the information provided to Modine. One survey contains Towers Perrin data and is drawn from all companies in the Towers Perrin database, excluding financial services, healthcare and utilities. The other survey is of Watson Wyatt data and is drawn from companies in its durable goods category of companies. Towers Perrin runs a regression analysis for both surveys, to adjust the data to match Modine’s revenue size. The ONC Committee does not choose the list of companies that are included in the sample. Instead, the ONC Committee recognizes that it attracts employees from a broad range of companies and its comparison data reflects that fact. The ONC Committee does not use the survey data in a formulaic manner. If the compensation of the NEO is greater or less than the median in the survey for the same job, the ONC Committee will take this information into account when setting base salary, cash incentive payments and long-term incentive compensation levels but will also exercise its discretion in making the compensation decision based upon its judgment.

Additional information regarding the role of Towers Perrin is included above in Roles of the Board’s Committees – Officer Nomination & Compensation Committee.

Significant Actions Taken by the ONC Committee in Fiscal 2009

Of significance among the actions taken by the ONC Committee in fiscal 2009 are the following:

Amendment of the existing employment agreements to provide for severance payment over time rather than in a lump sum.

As described below in Employment Agreements, Mr. Burke and Mr. Richardson have employment agreements. Prior to the amendment of those agreements in July 2008, severance paid under the agreements would have been paid in a lump sum. Given the economic climate impacting our industry, our financial condition and the extreme pressure on cash flows, the ONC Committee determined that payment over time is more appropriate than a lump sum payment.

In the face of the departure of two key members of management in the Company’s fourth quarter, the ONC Committee, knowing that the Performance Stock Award plan would not pay out for fiscal 2009 and having doubt as to whether the Management Incentive Plan (“MIP”) would pay out, instituted a retention plan for executive officers and other officers to attempt to ensure the stability of the management team.

All executive officers and other officers of the Company will be paid a retention bonus in an amount equal to one year’s salary (as of April 1, 2009) to be paid in three equal installments in December 2009, October 2010 and April 2011 as long as they are employed by the Company on the payment dates. In the event that an executive officer or other officer voluntarily terminates employment with the Company prior to April 2011, such individual will be contractually obligated to return all sums, net of taxes, paid by the Company to him or her under the retention plan.

Mr. Burke declined to participate in the retention plan but fully supports the retention plan given his confidence in the management team and the importance of the continuation of that team. Mr. Burke’s decision in this matter is fully supported by the Board.

Exclusion of any executive officer or other officer of the Company from receiving a cash incentive payment under the MIP for fiscal 2009 results.

As described in Cash Incentive Payment below, the Company achieved the Threshold level in the MIP for working capital as a percentage of revenue. The ONC Committee exercised its discretion to eliminate payouts to NEOs, other officers and certain other key employees under the MIP for fiscal 2009 given the benefit to be paid to these individuals under the retention plan. Mr. Burke will not receive a MIP payment for fiscal 2009 even though he is not participating in the retention plan.

Change of the date to award equity incentives to happen after the end of the fiscal year when results are known and published.

Based upon evolving corporate governance practices, the ONC Committee revised its timing of granting equity incentive awards to ensure that such awards are made when year end results are available in the marketplace. Given this change, all awards of equity, Stock Options, Retention Restricted Stock Awards and Performance Stock Awards, will be made concurrently after the company has announced its results for the prior fiscal year.

Direction to Towers Perrin to assist the ONC Committee in creating a peer group consisting of public companies with revenues between $500 million and $2.5 billion with an industrial, automotive and manufacturing focus (“Peer Group”) in order to compare the compensation of the NEOs in fiscal 2010 to that paid by the Peer Group.

The ONC Committee wants to ensure that the compensation of the NEOs is comparable to the median of the range of the Peer Group assuming median performance by the Company.

Elements of Executive Compensation for Fiscal 2009

Base Salary

Base salary is designed to attract and retain executives by compensating them for their day-to-day activities, level of responsibility and sustained individual performance. Individual performance is a key component in determining base salary and any changes to base salary.

The ONC Committee compares the base salaries of the NEOs to the median of base salaries contained in survey data of companies prepared by Towers Perrin. The ONC Committee discusses and takes into consideration whether or not the jobs being compared are equivalent. The ONC Committee then exercises its judgment to determine the appropriate level of base salary for a particular NEO relative to the median base salary level contained in the survey. Factors considered include individual performance, length of time in the position, consistency of performance through the business cycle and changes in job responsibility.

The determination of base salary affects every other element of executive compensation because all of the other components of executive compensation, including severance and retirement benefits, are determined based on the amount of the individual’s base salary. The ONC Committee annually reviews base salary to ensure that, on the basis of responsibility, performance and job scope, the compensation levels are in keeping with the ONC Committee's principles.

On May 20, 2008, the ONC Committee increased Mr. Richardson’s annual base salary from $417,000 to $454,530, retroactive to April 1, 2008, the date he assumed the role of Executive Vice President – Corporate Strategy and Chief Financial Officer. This change was made to reflect changes in Mr. Richardson’s scope of responsibilities.

The ONC Committee increased, on average, the base salaries of the NEOs, other than Mr. Burke and Mr. Richardson, by 3.9%, effective July 1, 2008. The base salary of every salaried employee was reviewed in fiscal 2009 by the Company and, for those receiving increases, generally increased 3.5%. The increase was greater, on average, for the NEOs because of new job responsibilities assumed by a number of these individuals.

Base Salary of CEO

The Corporate Governance and Nominating Committee, working with the ONC Committee, evaluates the individual performance of the Company’s CEO. The ONC Committee sets the CEO’s base salary. Considerations of the ONC Committee in determining Mr. Burke’s annual base salary include Mr. Burke’s achievement of his performance management plan goals as determined by the Corporate Governance and Nominating Committee.

On May 20, 2008, the ONC Committee, in recognition of Mr. Burke’s promotion to President and CEO and in acknowledgement of his change in responsibilities associated with that promotion, increased Mr. Burke’s annual base salary to $627,750 from $465,000, his salary as Chief Operating Officer. The salary increase for Mr. Burke was retroactive to April 1, 2008, the date he assumed the role of President and CEO.

Cash Incentive Payment

The MIP is Modine’s broadly applicable annual cash bonus plan designed to motivate and reward executives for achieving the Company’s annual operating plan. Specifically, the MIP is designed to drive the attainment of certain gross margin levels as a percentage of revenue and certain operating working capital levels as a percentage of revenue. In most years, all NEOs participate in the MIP.

During fiscal 2009, the ONC Committee exercised its discretion to eliminate payouts under the MIP for fiscal 2009 for NEOs, other officers and other key employees of the Company given the benefit to be paid to these individuals under the retention plan described above. Mr. Burke will not receive a MIP payment for fiscal 2009 even though he is not participating in the retention plan. The ONC Committee determined that no officer would receive a MIP payment for fiscal 2009 and even though Mr. Burke declined to participate in the retention plan, as an officer, he is precluded from receiving a payment under the MIP. The ONC Committee does not, at present, intend to exercise its discretion to eliminate payments under the MIP for officers in fiscal 2010. For the fiscal year ended March 31, 2009, the Company achieved the Threshold level in the MIP for working capital as a percentage of revenue.

The ONC Committee exercises its judgment to determine the appropriate MIP metrics by taking into account the key elements of the annual financial plan. It also sets the MIP levels and tests those levels against the cash incentive compensation levels contained in survey data prepared by Towers Perrin. The ONC Committee annually reviews the percentage to be awarded as a MIP bonus and the methodology for calculating the MIP award and determines whether it is appropriate based upon survey data, historical practice and the financial condition of the Company. The ONC Committee compares the cash incentive compensation of the NEOs to the median of such compensation as set forth in the survey for individuals with substantially the same jobs. If the cash incentive compensation of the NEO is greater or less than the median cash incentive compensation in the survey for the same job, the ONC Committee determines whether an adjustment should be made, taking into consideration the entire scope of the role being evaluated and its determination of internal equities between the various NEO responsibilities.

For fiscal 2009, the Company had Threshold, Target and Maximum levels of payment under the MIP determined by the actual results of the Company as measured against the gross margin and working capital goals levels set prior to the commencement of the fiscal year. These metrics were chosen because they are critical to the Company and are the metrics that the ONC Committee believes will, at this point in time, drive financial success for the Company. Each measure is weighted 50% and payment under one measure is independent of the other. If both actual gross margin and working capital hit the Target levels, participants would receive 100% of their Target bonus. The Threshold level for gross margin is 14.5% of total revenues, the Target level is 15% of total revenues and the Maximum level is 15.5% of total revenues. The Threshold level for working capital is 10.9% of total revenues, the Target level is 10.2% of total revenues and the Maximum level is 9.5% of total revenues.

The table below shows the percentage of salary the CEO and the other NEOs could have earned under the MIP. The Threshold level of MIP payment is 25% of the Target and the Maximum level of MIP payment is 200% of the Target. If both the gross margin and the working capital Target metrics were achieved (i.e. gross margin of 15% of total revenues and working capital of 10.2% of total revenues), the MIP payments to the NEOs would be as follows: Mr. Burke would receive 100% of his salary; Mr. Richardson would receive 75% of his salary; Messrs. Feldmann and Marry would receive 50% of each of their salaries and Ms. Kelsey would receive 40% of her salary. If only one metric were met at the Target level, the participant would receive 50% of the Target bonus.

Bonus Level	Gross Margin			Working Capital			Percentage of CEO Salary Subject to Award		Percentage of Salary Subject to Award for Mr. Richardson		Percentage of Salary subject to Awards for Messrs. Feldmann, Marry and Rulseh		Percentage of Salary subject to Award for Ms. Kelsey
Threshold		14.5	%		10.9	%		25		18.75		17.5		10
Target		15.0	%		10.2	%		100		75		50		40
Maximum		15.5	%		9.5	%		200		150		100		80

Equity Incentives - Long-Term Incentive Compensation

The long-term incentive element of the Company’s executive compensation program is used to attract, retain and motivate key employees who directly impact the performance of the Company over a timeframe greater than a year. Long-term compensation is stock-based so that Modine’s stock price directly affects the amount of compensation the executive receives. In fiscal 2009, the ONC Committee set the grants as a percentage of base salary.

The ONC Committee’s independent compensation consultant works with the ONC Committee to determine the appropriate level of long-term compensation for each position. The ONC Committee exercises its judgment to determine the appropriate levels for long-term compensation but also tests the levels against the long-term incentive compensation levels contained in the survey data prepared by Towers Perrin. The ONC Committee compares the long-term incentive compensation of the NEOs to the approximate median of such compensation as set forth in the survey for individuals with substantially the same jobs. If the long-term incentive compensation of the NEO is greater or less than the median in the survey for the same job, the ONC Committee discusses whether changes should be made, taking into account the scope of the job, the tenure of the individual in the job and the long term potential of the individual.

For fiscal 2009, the ONC Committee, with market input from its compensation consultant, determined that the fair value of the long-term incentive compensation for the CEO at the date of grant would be targeted at 200% of his salary, which is the approximate median based on the survey data used by the Company. For the remaining NEOs, the CEO recommended, and the ONC Committee approved, the fair value of the long-term incentive compensation on the date of grant, expressed as a percentage of salary, as follows:

Name	Percentage of Salary
Bradley C. Richardson	145%
Klaus A. Feldmann	100%
Thomas F. Marry	70%
Margaret C. Kelsey	60%
James R. Rulseh	115%

The equity portion of the compensation package provides an incentive that rewards superior long-term performance and provides financial consequences for underperformance. In fiscal 2009, the Company’s NEOs were eligible to receive the following long-term incentive compensation: Stock Options; Retention Restricted Stock Awards and Performance Stock Awards.

Stock Options (generally targeted to equal 20% of the long-term incentive award). The ONC Committee believes that stock options focus executives on driving long-term performance. Stock options have an exercise price equal to the fair market value of the common stock on the date of grant and, in fiscal 2009, for existing awards to NEOs, are immediately exercisable when the recipient has been employed by the Company for at least one year. The stock options expire ten years from the date of grant.

Retention Restricted Stock Awards (generally targeted to equal 20% of the long-term incentive award). 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.

Performance Stock Awards (at Target equal 60% of the long-term incentive award). Awards of performance stock are earned by achieving corporate financial goals over a three-year period and are paid 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. Determinations of the achievement of performance goals for the performance stock awards are not made until the Company’s audited financial statements covering the last year in the performance period are completed.

In fiscal 2009, two measures were used to determine the payouts under performance stock awards – Earnings per Share (“EPS”) growth and Total Shareholder Return (“TSR”). The EPS measure is intended to focus management on increasing earnings for shareholders. The TSR measure gauges Modine’s stock performance relative to other companies and focuses management on driving positive differentiation in Modine’s 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. Target performance share grants were weighted at 60% for EPS achievement and 40% for TSR achievement.

The EPS goal is measured over a three-year period, which is intended to ensure that management makes decisions with the intermediate term in mind versus trying to maximize a given year’s performance. For the awards granted in fiscal 2009, the EPS goal was expressed as a specified cumulative dollar amount to be achieved over the three-year period rather than a year-over-year percentage increase. EPS will be determined under generally accepted accounting principles but the ONC Committee may, in its discretion, make appropriate adjustments to eliminate the impact of unusual items. For awards granted in fiscal 2009, the EPS three-year cumulative amounts were $2.00, $2.50, and $3.00, respectively, for Threshold, Target and Maximum levels.

The performance measure for TSR is Modine’s performance relative to the performance of the S&P 500 over a three-year period. For awards granted in fiscal 2009, the TSR performance levels were as follows: Threshold – 35th percentile; Target – 50th percentile and Maximum – 75th 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 that contains estimates of future payout of long-term compensation.

In May 2008, after the earnings release for results of fiscal 2008, the ONC Committee set the Threshold, Target and Maximum monetary levels for the grant of Performance Stock Awards. The number of shares of stock at each level was based upon the stock price on May 21, 2008 but the ultimate number of shares issued, if any, is dependent upon the achievement of the EPS and TSR levels set by the ONC Committee as described above. Given the fact that the ONC Committee changed the date for grant of Stock Options and Retention Restricted Stock Awards to occur after the end of the fiscal year (as described above in Significant Actions Taken by the ONC Committee in Fiscal 2009), no Stock Options or Retention Restricted Stock Awards were granted to NEOs during fiscal 2009.

Changes to Executive Compensation for Fiscal 2010

After the end of fiscal 2009, the ONC Committee determined that use of the Performance Stock Award plans should be suspended for fiscal 2010. The ONC Committee suspended the award of Performance Stock Awards because of the significant uncertainty in the economic climate for the Company’s products. The ONC Committee determined that it could not set realistic targets for the next three fiscal years under the plan as structured. In addition, the Performance Stock Awards, as they were structured through fiscal 2009, require the Company to accrue compensation expense that is significantly higher than the value of any award under the plans. As a result, the ONC Committee resolved to eliminate any new grants of Performance Stock Awards during fiscal 2010 and to reevaluate the program in the coming year. In lieu of the Performance Stock Award program during fiscal 2010, the ONC Committee made awards of restricted stock and grants of stock options to participants in the long-term incentive compensation plan in an amount up to 2.5% of the Company’s outstanding common stock. The number of restricted stock awards equals 20% of the awards and will vest equally over four years, as they do currently. The number of shares subject to the grant of stock options equal 80% of the awards granted to each participant. One fourth of the stock option grant vests each year starting on the date of grant so that one fourth of the stock option award is immediately exercisable on the date of grant.

Prior to this change for fiscal 2010, the ONC Committee had used a monetary value for the award of long-term incentive compensation. Given the Company’s relatively low stock price, the ONC Committee abandoned the monetary valuation for awards for fiscal 2010 and, instead, used share count as the reference for the amount of the awards.

Subsequent to the end of fiscal 2009, the ONC Committee also froze the salaries of all officers for fiscal 2010. The ONC Committee determined that the Company’s NEOs and other officers’ compensation was appropriate at the present levels.

Employment and Post-Employment Benefits

General Benefits. The NEOs receive the same basic employee benefits that are offered by the Company to all salaried employees within the region where the individual resides. These benefits include medical and dental coverage, disability insurance and life insurance. The cost of these benefits is partially borne by the employee, including each NEO.

Retirement Benefits for U.S. Employees.

The Company offers retirement benefits to its employees through tax-qualified plans, including an employee and employer funded Modine 401(k) Retirement Plan for U.S. Salaried Employees (the “401(k) Retirement Plan”). Under the 401(k) Retirement Plan, the Company contributes 50% of the amount contributed to the plan by the employee, subject to a maximum contribution of 2.5% 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 has historically also made a contribution in January of each year to a defined contribution plan equal to a certain percentage of base salary for each full-time U.S. salaried employee, including the NEOs (other than Mr. Feldmann). This defined contribution plan is a vehicle for retirement savings and was initiated after the Company froze the accumulation of credited service in its defined benefit pension plan. In March 2009, the Company contributed two percent of salary to this plan for each full-time U.S. salaried employee. The percentage contributed is determined based upon the ONC Committee’s assessment of business performance balanced against the need to offer competitive benefits.

The Company’s defined benefit pension plan, which is frozen, is more fully described in the Pension Benefits Table below. Messrs. Richardson, Rulseh and Marry and Ms. Kelsey participate in the Company’s defined benefit pension plan. Mr. Burke joined the Company after the defined benefit 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 base salary to Mr. Feldmann to fund a retirement benefit.

In addition to the employee benefits applicable to U.S. employees in general, more highly compensated employees of Modine, including the NEOs (other than Mr. Feldmann) 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 Plan. For the 2008 calendar year, an employee could contribute no more than $15,500 to the 401(k) Retirement Plan. The Deferred Compensation Plan allows a highly compensated employee to defer an amount of salary that exceeds $15,500 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 an asset of the Company. The committee administering the plan tracks performance as if the amounts deferred were invested in certain investment vehicles. The sums deferred do not earn a preferential rate of return. Payments out of the Deferred Compensation Plan are not made until termination of service or retirement. The employer match is made in this plan only to the amount that was unavailable in the 401(k) Retirement Plan due to statutory limits.

Additionally, as stated earlier, an employer contribution may be made each January in conjunction with the defined contribution plan payment. A contribution to the executive’s deferred compensation account is limited to the amount that would otherwise have been made in the qualified plan but was not contributed because of statutory limitations.

Executive Supplemental Retirement Plan (“SERP”). The SERP is a non-qualified pension plan. The SERP which, like the defined benefit pension plan, is frozen 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. Until October 2008, we provided our executive officers with perquisites and other personal benefits as part of providing a competitive executive compensation program and for employee retention. Perquisites for executive officers resident in the U.S. included an annual allowance for financial and tax planning services; an annual physical at an off-site medical facility; and use of Modine fleet vehicles for occasional personal use.

In October 2008, the Company suspended all of the above described out-of-pocket executive perquisites for U.S.-based employees. Mr. Feldmann receives the lease of a vehicle and a retirement supplement as provided for in his employment agreement as is customary in Germany.

Mr. Marry lived in China as an expatriate for the entirety of fiscal 2009. Mr. Marry and the Company entered into a Letter of Understanding that provided that Mr. Marry would be paid a goods and services differential to account for the differential in the cost of goods and services in Shanghai, China and the U.S.; a housing allowance while living in China to account for the difference in housing expense in Shanghai versus the U.S.; a hardship allowance to entice Mr. Marry to move to China; tax preparation assistance given the complexities of filing tax returns in the U.S. and a foreign country with foreign country income; and a leased vehicle and driver given safety concerns for an individual living abroad. The amounts for these items paid during fiscal 2009 are set forth in footnote 6 to the Summary Compensation Table.

Share Ownership Guidelines

Effective January 16, 2008, the Board adopted share ownership guidelines for officers of the Company. The guidelines are set forth in the Company’s Guidelines on Corporate Governance that are available at the Company’s website, www.modine.com. The Board believes that in order to further align the interests of officers and shareholders, officers should have a meaningful personal investment in the Company. Only shares of stock, either restricted or unrestricted, count toward the guideline figures. The guidelines generally provide that by 2013, the President and CEO is expected to hold shares of Company stock with a value of at least four times his annual base salary; NEOs, other than the President and CEO, are expected to hold shares of Company stock with a value of at least three times their annual base salary; and officers, other than those addressed above, are expected to hold shares of Company stock with a value of at least two times their annual base salary. Each of the salary levels described above is based generally upon a three-year average. Upon the appointment to a new office, the officer will need to comply with the guidelines for the new office by the 5th anniversary of the date of appointment to such office. The chair of the Nominating Committee evaluates whether an exception, if any, should be made for any officer, who, due to his or her unique financial circumstances or other extenuating circumstances, would incur a hardship by complying with the applicable guideline and, in such an event, may make an exception to the guidelines for such individual.

Employment Agreements

The Company has employment agreements with each of Messrs. Burke and Richardson. Modine Holding GmbH, the Company’s subsidiary in Germany, has an employment agreement with Mr. Feldmann, as is customary in Germany. The Company also has change in control agreements with all of its officers, including Mr. Marry and Ms. Kelsey and certain key employees. The purpose of these agreements is to ensure continuity and, in the case of change in control provisions, the continued dedication of our executives during any period of uncertainty.

Effective July 1, 2008, the Company entered into an amendment to the employment agreement with each of Messrs. Burke and Richardson. The amendment provides that any severance payment under such agreements would be paid over the remainder of the 36 month term of the agreement, rather than in a lump sum. In addition, the definition of “Good Cause” was amended to provide that a termination for “willful and continued failure to perform substantially the Executive’s duties” would be grounds for termination for Good Cause. In the event of termination for Good Cause, the Company is not contractually obligated to pay benefits under the agreement to the executive. The amendments also included provisions to avoid the payment of additional taxes in accordance with Section 409A of the Internal Revenue Code and regulations issued thereunder.

Mr. Rulseh retired from full-time employment with the Company on January 31, 2009. The Company entered into a Retirement Agreement with Mr. Rulseh dated January 17, 2009 pursuant to which Mr. Rulseh was on a paid leave of absence until May 31, 2009 and will receive certain benefits, including payment bi-weekly of an amount equal to his salary prior to his retirement until January 31, 2010.

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

Tax Implications for NEOs

The ONC Committee generally seeks to structure compensation amounts and arrangements so that they do not result in penalties for the NEOs under the Internal Revenue Code of 1986, as amended (the “Code”). For example, Section 409A of the Code imposes substantial penalties and results in the loss of any tax deferral for nonqualified deferred compensation that does not meet the requirements of that section. The ONC Committee has generally structured the elements of Modine’s compensation program so that they are either not characterized as nonqualified deferred compensation under Section 409A or meet the distribution, timing and other requirements of Section 409A. Without these steps, certain elements of compensation could result in substantial tax liability for the NEOs. Section 280G and related provisions of the Code impose substantial excise taxes on so-called “excess parachute payments” payable to certain executives upon a change in control and results in the loss of the compensation deductions for such payments by the executive’s employer. The ONC Committee has structured the change in control payment under its employment and change in control agreements with the NEOs (other than Mr. Feldmann who does not have a change in control agreement) to include a gross up for excise taxes imposed under Section 280G in order to preserve the after-tax value of those payments for those executives.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to a company's CEO and the other NEOs who are covered by Section 162(m). 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 compensation amounts and plans in a manner that satisfies the requirements of Section 162(m). However, the ONC Committee also recognizes the need to retain flexibility to approve compensation amounts and plans that may not meet Section 162(m) standards in order to enable the Company to meet its overall objectives. Accordingly, the Board and the ONC Committee have expressly reserved the authority to award non-deductible compensation in appropriate circumstances. Further, because of uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended by the Company to satisfy the requirements for deductibility under Section 162(m) will do so.

Officer Nomination and Compensation Committee Report

The ONC 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 ONC Committee recommended to the Board 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 ONC Committee:

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

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 three most highly compensated executive officers, other than the Principal Executive Officer and Principal Financial Officer, serving as executive officers as of March 31, 2009 and one former executive officer (the "NEOs") for services rendered to the Company and its subsidiaries during the fiscal years ended March 31, 2009, 2008 and 2007. Under SEC rules, information is provided for Mr. Marry and Ms. Kelsey for fiscal 2009 only.

Name and Principal Position	Fiscal Year	Salary ($)(1)			Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(2)		Change in Pension Value ($)(5)			All Other Compensation ($)(6)		Total ($)(7)

Thomas A.	2009		627,750			-		421,880		0		0	NA				38,787		1,088,417
Burke
President and	2008		462,500			-		398,995		100,003		0	NA				59,310		1,020,808
CEO
	2007		448,366			-		266,098		87,048		144,050	NA				30,292		975,854

Bradley C.	2009		454,530			-		315,413		0		0		(5	)		35,034		804,977
Richardson
EVP – Corporate	2008		414,000			-		432,910		89,013		0		-			42,872		978,795
Strategy
and CFO	2007		405,000			-		269,040		88,011		130,359		7,294			26,685		926,389

Klaus A.	2009	€	293,645/			-	€	170,708/		0		0	NA			€	43,764/	€	508,117/
Feldmann(8)		$	390,122				$	237,422								$	58,143	$	685,687
Regional	2008	€	282,645/			-	€	217,578/	€	88,111/		0	NA			€	41,428/	€	629,762/
VP – Europe		$	446,728				$	290,646	$	139,262						$	65,475	$	942,111
	2007	€	275,000/			-	€	129,818/	€	42,465/	€	88,516/	NA			€	40,664/	€	576,463/
		$	367,352				$	173,415	$	56,726	$	118,242				$	54,321	$	770,056

Thomas F. Marry Regional VP – Asia & Commercial Products Group	2009		288,223			-		134,532		0		0		(5	)		147,577		570,332

Margaret C. Kelsey VP – Corporate Development, General Counsel and Secretary	2009		226,646			-		71,393		0		0		(5	)		12,959		310,998

James R. Rulseh	2009		333,312	(9)		-		408,920		0		17,320		(5	)		25,752		785,304
Regional VP –
Americas	2008		318,500			-		292,550		54,212		0		-			38,412		703,674

	2007		311,000			-		175,986		57,571		100,103		133,698			26,170		804,528

(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 includes only discretionary bonus payments. Payments under the MIP are set forth in the “Non-Equity Incentive Plan Compensation” column of this table.

(3)

Represents the amounts expensed in accordance with SFAS No. 123(R) in the stated fiscal year relating to grants of Retention Restricted Stock Awards and Performance Stock Awards granted in that year or prior fiscal years. The amounts disclosed for fiscal 2008 have been revised to take into account the amounts expensed relating to grants for prior fiscal years. For fiscal 2009, the amount disclosed includes a reversal of the expense previously taken for the EPS performance goal portion of the Performance Stock Awards granted on May 2, 2007. See Grants of Plan-Based Awards for Fiscal 2009, Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation and the Outstanding Equity Awards at Fiscal Year End table for further discussion regarding the Retention Restricted Stock Awards and the Performance Stock Awards. The assumptions used to determine the value of the awards are discussed in Note 25 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, 2009.

(4)

Represents the amounts expensed in accordance with SFAS No. 123(R) in the stated fiscal year relating to grants of options. The assumptions used to determine the value of the options are discussed in Note 25 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, 2009. 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 exercised, which cannot be forecasted with any accuracy.

(5)

Represents the change in pension value between the end of fiscal 2008 and the end of fiscal 2009. The aggregate changes in pension value for the NEOs who participate in the Modine Manufacturing Company Pension Plan for Non-Union Hourly-Paid Factory Employees and Salaried Employees and the Pension Plan and Executive Supplemental Retirement Plan were as follows: Mr. Richardson – ($12,175); Mr. Marry – ($15,685); Ms. Kelsey – ($8,629); and Mr. Rulseh – ($79,796). 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 7.73% as of March 31, 2009, 6.62% as of March 31, 2008, and 5.92% as of March 31, 2007.

(6)

The amounts set forth in this column for fiscal 2009 include: Company contributions under the 401(k) Retirement Plan (“401(k) Co. Match”); Company contributions to the qualified deferred contribution plan (“Def. Contr. Plan”); Company matching contributions under the Modine Deferred Compensation Plan (“DC Co. Match”); Company payment of long-term disability insurance premiums (“LTD Ins.”); Company payment of life insurance premiums (“Life Ins.”); perquisites and other personal benefits; and retirement benefits. The perquisites for Mr. Marry include $129,819 paid to him under a Letter of Understanding for expatriate service in China as described in Compensation Discussion and Analysis – Perquisites and an executive physical. The perquisites for Mr. Feldmann include the lease of and maintenance of a car amounting to 14,400€/$19,131 and a retirement supplement amounting to 14,682€/$19,506 because he does not participate in the benefit plans available to U.S. residents.

Name	401(k) Co. Match ($)		Def. Contr. Plan ($)		DC Co. Match ($)		LTD Ins. ($)		Life Ins. ($)		Perquisites ($)		Total ($)
Thomas A. Burke		7,534		4,600		24,585		826		1,242		0		38,787

Bradley C. Richardson		6,712		4,600		18,365		826		1,242		3,289		35,034

Klaus A. Feldmann	NA		NA		NA		NA		€	14,682/	€	29,082/	€	43,764/
									$	19,506	$	38,637	$	58,143
Thomas F. Marry		2,573		4,600		4,726		793		688		134,197		147,577

Margaret C. Kelsey		5,185		3,837		799		623		401		2,114		12,959

James R. Rulseh		6,583		4,600		10,275		703		1,035		2,556		25,752

(7)

The total compensation for fiscal 2008 has been revised to take into account the amounts expensed in that year relating to grants of stock awards for prior fiscal years (as previously discussed in footnote 3 above). As well, the total compensation for fiscal 2007 and 2008 has been revised to exclude the amount of dividends paid on restricted stock which were previously disclosed as part of the “All Other Compensation.” While the Company does pay dividends with respect to outstanding grants of Retention Restricted Stock, in accordance with SFAS No. 123(R), such dividends are factored into the grant date fair value of the awards and accordingly are not included as “All Other Compensation.”

(8)

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 following exchange rates in effect at March 31 in the years indicated: 2009 - $1 = .7527€; 2008 - $1 = .6327€; and 2007 - $1 = 0.7486€.

(9)	$56,250 of this amount was paid during Mr. Rulseh’s leave of absence following his retirement as an executive officer on January 31, 2009.

Grants of Plan-Based Awards for Fiscal 2009

The following table sets forth information about grants of any award made in the fiscal year ended March 31, 2009 to the NEOs. As indicated in the footnotes to this table, the amounts included in the “Estimated Future Payouts under Equity Incentive Plan Awards” column of this table 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 (#)	All Other Option Awards; Number of Securities Under- lying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(3)
		Threshold ($)		Target ($)		Max ($)		Threshold (#)		Target (#)		Max (#)
Thomas A. Burke	5/21/08		156,938		627,750		1,255,500		24,706		49,411		86,469	NA	NA	NA		632,152
Bradley C. Richardson	5/21/08		85,224		340,898		681,795		12,969		25,938		45,392	NA	NA	NA		331,840
Klaus A. Feldmann (4)	5/21/08		78,177		223,364		446,728		8,685		17,370		30,398	NA	NA	NA		222,232
Thomas F. Marry	5/21/08		50,750		145,000		290,000		4,734		9,467		16,567	NA	NA	NA		121,123
Margaret C. Kelsey	5/21/08		25,000		100,000		200,000		2,361		4,723		8,265	NA	NA	NA		60,424
James R. Rulseh	5/21/08		55,738		159,250		318,500		7,264		14,528		25,424	NA	NA	NA		185,861

(1)	The awards are made under the MIP.

(2)

Performance Stock Awards under the 2008 Plan were granted, subject to the Company’s achievement of the performance level under the plan, for payment in the fiscal year ending March 31, 2010. No dividends are paid on these shares of stock. See Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation above.

(3)

The amounts set forth in this column represent the actual grant date fair value of the Performance Stock Awards granted in fiscal 2009 in accordance with SFAS No. 123(R), which assumes the Threshold level for the EPS performance goal is achieved and the Target level for the TSR performance goal is achieved. If the Maximum level were to be achieved for both the EPS performance goal and the TSR performance goal for the Performance Stock Awards granted in fiscal 2009, then the FAS 123(R) grant date fair value for each NEO would be as follows: Mr. Burke - $1,525,509; Mr. Richardson - $800,809; Mr. Feldmann - $536,266; Mr. Marry - $292,277; Ms. Kelsey - $145,812; and Mr. Rulseh - $448,549. As noted in the Compensation Discussion and Analysis, it is our expectation that the Performance Stock Awards granted in fiscal 2009 will not pay out at all.

(4)	The amounts in this table are in dollars. Mr. Feldmann, who lives and works in Germany, is paid in euros. The exchange rate at March 31, 2009 was $1 = .7527€.

The Company generally makes the following Plan-Based Awards: stock options; Retention Restricted Stock and Performance Stock.

The ONC Committee believes that stock options focus executives on driving performance. Stock options have an exercise price equal to the fair market value of the common stock on the date of grant and, in fiscal 2009, for existing awards to NEOs, were immediately exercisable when the recipient has been employed by the Company for at least one year. The stock options expire ten years from the date of grant. No stock options were granted in fiscal 2009.

Retention Restricted 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. Dividends are paid on the restricted shares at the same time and at the same rate as dividends are paid to all shareholders. No Retention Restricted Stock Awards were granted in fiscal 2009.

Awards of Performance Stock are earned by achieving corporate financial goals over a three-year period and are paid 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. Determinations of the achievement of performance goals for the Performance Stock Awards are not made until the Company’s audited financial statements covering the last year in the performance period are completed.

Details regarding each of the Company’s Plan-Based Awards can be found in the Compensation Discussion and Analysis above.

The cash incentive plan, the MIP, provides for short-term cash awards.

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)	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)

Thomas A. Burke		25,609	NA		30.40	5/31/2015		15,925		39,813		37,181		92,953
		9,298			32.61	1/17/2016
		12,471			27.22	1/16/2017
		31,848			13.33	2/11/2018

Bradley C. Richardson		25,608	NA		20.96	5/12/2013
		16,390			28.48	1/20/2014		15,394		38,485		24,682		61,705
		14,238			30.82	1/18/2015
		9,797			32.61	1/17/2016
		12,609			27.22	1/16/2017
		28,348			13.33	2/11/2018

Klaus A. Feldmann		12,292	NA		24.41	1/19/2010		11,695		29,238		15,114		37,785
		15,366			22.70	1/17/2011
		20,487			22.24	1/16/2012
		11,472			18.09	1/06/2013
		12,292			28.48	1/20/2014
		10,653			30.82	1/18/2015
		6,605			32.61	1/17/2016
		8,127			27.22	1/16/2017
		17,754			13.33	2/11/2018

Thomas F. Marry		3,073	NA		24.41	1/19/2010		6,342		15,855		7,459		18,723
		3,073			22.70	1/17/2011
		4,097			22.24	1/16/2012
		4,302			18.09	1/06/2013
		8,194			28.48	1/20/2014
		7,119			30.82	1/18/2015
		2,560			32.61	1/17/2016
		3,471			27.22	1/16/2017
		7,992			13.33	2/11/2018

Margaret C. Kelsey		3,073	NA		25.20	4/2/2011		3,715		9,288		4,599		11,498
		6,146			22.24	1/16/2012
		3,442			18.09	1/06/2013
		4,916			28.48	1/20/2014
		4,261			30.82	1/18/2015
		1,455			32.61	1/17/2016
		2,191			27.22	1/16/2017
		5,793			13.33	2/11/2018

James R. Rulseh		8,194	NA		24.41	1/19/2010		11,581		28,953		14,627		36,568
		9,219			22.70	1/17/2011
		20,487			22.24	1/16/2012
		11,472			18.09	1/06/2013
		12,292			28.48	1/20/2014
		10,653			30.82	1/18/2015
		6,486			32.61	1/17/2016
		8,248			27.22	1/16/2017
		17,265			13.33	2/11/2018

(1)	These stock options are exercisable immediately if the recipient has been employed by the Company for at least one year.

(2)

These shares are Retention Restricted Stock Awards. The market value of the awards was determined by multiplying the number of unvested shares by $2.50, the closing price of the Company’s common stock on March 31, 2009. See Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation for a description of Retention Stock Awards.

The restricted shares vest as follows:

	Mr. Burke (#)		Mr. Richardson (#)		Mr. Feldmann (#)		Mr. Marry (#)		Ms. Kelsey (#)		Mr. Rulseh (#)
May 6, 2009				480		480		320		160		480
May 12, 2009				2,100		2,100		1,400		700		2,100
May 31, 2009		5,000
June 8, 2009												9,001
January 16, 2010		1,068		1,080		696		297		187
January 17, 2010		797		840		567		221		125
January 18, 2010				600		600		400		200
February 11, 2010		2,663		2,370		1,484		668		484
May 12, 2010				2,100		2,100		1,400		700
January 16, 2011		1,071		1,083		698		299		190
February 11, 2011		2,663		2,370		1,484		668		484
February 11, 2012		2,663		2,371		1,486		669		485

(3)

These are Performance Stock Awards reflected at the Threshold level. See Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation for a description of Performance Stock Awards. The market value of the awards was determined by multiplying the number of unvested shares by $2.50, the closing price of the Company’s common stock on March 31, 2009.

Option Exercises and Stock Vested for Fiscal 2009

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

Thomas A. Burke	NA	NA		5,000		78,700	(1)
				1,068		4,165	(2)
				797		3,108	(3)
				2,663		2,477	(4)

Bradley C. Richardson	NA	NA		480		8,333	(5)
				2,100		108,092	(6)
				1,080		4,212	(2)
				840		3,276	(3)
				600		2,340	(7)
				600		2,058	(8)
				2,370		2,204	(4)

Klaus A. Feldmann	NA	NA		300		5,256	(9)
				480		8,333	(5)
				2,100		37,212	(6)
				696		2,714	(2)
				566		2,207	(3)
				600		2,340	(7)
				600		2,058	(8)
				1,484		1,380	(4)

Thomas F. Marry	NA	NA		100		1,752	(9)
				320		5,555	(5)
				1,400		24,808	(6)
				297		1,158	(2)
				219		854	(3)
				400		1,560	(7)
				400		1,372	(8)
				668		621	(4)

Margaret C. Kelsey	NA	NA		100		1,752	(9)
				160		2,778	(5)
				700		12,404	(6)
				187		729	(2)
				125		488	(3)