Binding agreement

In accordance with all the provisions set forth below, this letter, when signed by you, will be a binding agreement documenting the terms and conditions with regard to your employment status with Modine Manufacturing Company (“Modine” or the “Company”) and your separation from employment with the Company.

For your information, an outline of the details set forth below has been reviewed with and approved by the Chair of the Company’s Officer Nomination and Compensation Committee.

1.             Separation from the Company.   You agree that your last day of active employment with the Company will be January 31, 2009.  You agree to resign your position as Regional Vice President, Americas, and any other positions you may hold with the Company or any of the Company’s subsidiaries, affiliates or plants as of January 31, 2009.  Beginning on February 1, 2009, you will no longer be required to report to the office or perform any work except assisting the Company as reasonably requested by the Company.  Since you have elected early retirement, you hereby agree that your employment with the Company will be terminated on May 31, 2009.

2.            Compensation.   On the condition that on or within seven days after February 1, 2009, you sign, date, and return to me the Waiver and General Release attached hereto as Attachment A (the “Release”), and you do not thereafter effectively revoke the Release as provided therein, you will be considered on a paid leave of absence at your current salary level until May 31, 2009.  If you do not sign, date, and return to me the Release on or within seven days after February 1, 2009, you will be considered on an unpaid leave of absence until May 31, 2009.

On the condition that on or within seven days after May 31, 2009, you sign, date and return to me the Release, and you do not thereafter effectively revoke the Release as provided therein, you will receive the following from the Company following the termination of your employment:

(a)            Severance .  For the period from June 1, 2009 through January 31, 2010, the Company shall pay you bi-weekly an amount equivalent to your current bi-weekly base salary.  All legally required taxes will be deducted from the above sums.  It is expressly agreed that all payments as described above are being allocated for purposes of unemployment compensation to each of the applicable pay periods.

(b)            Consulting Services .  The Company will enter into a consulting arrangement with you beginning on June 1, 2009 and concluding on November 30, 2009.  Under this consulting arrangement, you will serve in the role of Special Assistant to the Chief Executive Officer, and provide services as directed by the CEO. For each month of service that is completed as a consultant, you will be paid the net sum of $20,000.  Payment will be made once per month, at the end of each month.

(c)            Vacation Pay .  You will be paid for five weeks of vacation on June 1, 2009.  The total amount of such payment shall be $32,452.  All legally required taxes will be deducted from the above sum.

(d)            Health and Dental Insurance and Other Benefits .  Your participation in and eligibility for the Company’s health, dental and vision insurance plans and all other employee benefit plans will end May 31, 2009.  Under current federal COBRA legislation, you may elect to continue health and dental insurance beyond May 31, 2009 at specified group rates for up to 18 months’ duration.  If you elect COBRA coverage for health and dental insurance, the Company will pay your COBRA premiums for health and dental coverage for a period of 12 months from June 1, 2009 through May 31, 2010.  Such payments from the Company shall cease as of the date you become eligible for group health insurance coverage with another employer.  Beginning on June 1, 2010, if you are not eligible for group health insurance coverage with a new employer, the Company will provide you with a $6,384 annual cash payment, less applicable withholdings, until you reach age 65 or until you become eligible for group health insurance coverage through another employer, whichever occurs first.  For calendar year 2010, you will receive 7 months of this annual cash payment ($3,724), payable on June 1, 2010.  You agree to notify me promptly if you become eligible for group health insurance coverage with another employer at any time in the future.  Your short-term disability, life insurance and long-term disability benefits will continue until your last day of paid leave with the Company, May 31, 2009, at which time your coverage under these and all other employee benefit plans will terminate in accordance with the applicable plans.  However, you will be offered the opportunity to make your life insurance policy portable after May 31, 2009.

(e)            Modine Stock Options and Restricted Stock Awards .  You may continue to exercise, at your discretion, stock options granted to you under the 1994 and 2002 Incentive Compensation Plans (the “Incentive Plans”) in accordance with the terms of the Incentive Plans and the stock option agreements to which you are a party.   Any qualified stock options granted to you must be exercised within 90 days of May 31, 2009 in order to be considered incentive stock options; stock options exercised after that date will be treated as non-qualified stock options.

You will remain eligible as a participant in the Long Term Incentive Program (“LTIP”) for new grants of restricted stock awards and stock options through May 31, 2009.  With respect to outstanding grants of restricted stock awards made to you under the Incentive Plans, any restricted stock awards scheduled to vest after May 31, 2009 shall vest after the Board of Directors meeting on May 27, 2009 if approved by the Board at the meeting.  The Company will present a proposal to the Board of Directors on May 27, 2009 for such vesting, and the vesting provided in this paragraph is conditional upon the Board of Directors approving the Company’s proposal in a written resolution.  The vesting date will be immediately after the conclusion of the final 7-day revocation period of your signed release.  Performance stock awards available to you under the Incentive Plans and any successor plans, if any, will vest on a pro-rata basis at the end of the applicable performance periods.

(f)            Executive Physical .  You will be provided one additional medical exam at Mayo Clinic in Rochester, MN or Froedtert/Medical College of Wisconsin, at your election, under the Company’s executive medical program between the date hereof and May 31, 2009, which you shall schedule through the Company’s normal process for such exams.

(g)           If you die prior to receiving all of the payments referred to in this paragraph 2, any unpaid payments will be made to your designated beneficiary.

3.            401(k) Plan and Pension Plan.   Your rights and benefits under the Modine 401(k) Retirement Savings Plan for Salaried Employees (the “401(k) Plan”), the Modine Non-Union Hourly and Salaried Employee Pension Plan (the “Pension Plan”), the Modine Manufacturing Company Executive Supplemental Retirement Plan (the “SERP”), and the Modine Manufacturing Company Deferred Compensation Plan (the “Deferred Compensation Plan”) are governed by the provisions of those plans as they may be amended by the Company from time to time.  You acknowledge that those rights and benefits have been explained to you and that you fully understand those rights and benefits.

4.            Employment Reference; Career Transition Assistance.   If asked by a prospective employer for a reference, you will be provided with a favorable reference upon request to the Company’s Vice President/Chief Human Resources Officer.  You and the Company may characterize your separation from Modine as an early retirement.

The Company will provide to you career transition assistance within certain limits as determined by the Company, with a total cost to the Company not to exceed $7,500.  Arrangements and billing for this assistance will be made through me.

5.              No Admission.   You agree that neither the execution of this agreement nor the furnishing of the described benefits to you will be deemed or construed as an admission by the Company of any liability or any unlawful conduct of any kind.

6.             Benefits Agreed To.   You understand and agree that you would not receive all of the benefits provided in paragraph 2 except for your execution of this agreement and the fulfillment of the promises contained herein, and execution of the Release.

7.             No Authority; Indemnification.   Because you will have no regular duties as a Modine employee after January 31, 2009, you acknowledge and agree that you will have no authority on behalf of or to bind the Company after that date.  You agree to hold the Company and its subsidiaries and affiliates harmless from any acts you make in contravention of this paragraph 7.

In the event that, during the year following your separation you are requested by or on behalf of the Company to assist in defending litigation or ordered to appear as a witness in litigation regarding matters or actions you took within the scope of your authority while an employee of the Company, the Company will indemnify you for all out-of-pocket necessary and reasonable expenses in connection with preparation, appearance, consultations and any other activity directly related to litigation involving the Company, including necessary and reasonable legal expenses, provided that (a) you advise the Company immediately and obtain the approval of the Company prior to the commitment to any such expenses, (b) you cooperate fully with the Company in connection therewith, upon reasonable notice to you and subject to your reasonable availability, and (c) the Company has the right to a