<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>rs-8ex99.txt
<TEXT>
                             EXHIBIT 99

                     MODINE MANUFACTURING COMPANY
                   2002 INCENTIVE COMPENSATION PLAN


     1. PURPOSE.  The Modine Manufacturing Company 2002 Incentive
Compensation Plan (the "Plan") is intended to provide incentives which
will attract and retain highly competent persons as officers and key
employees of Modine Manufacturing Company (the "Company") and its
majority owned subsidiaries by providing them with opportunities to
acquire Common Stock of the Company ("Common Stock"), receive monetary
payments based on the value of such shares pursuant to the stock-based
benefits described herein, or receive cash or Common Stock bonuses,
also described herein (collectively "Benefits").

     2. ADMINISTRATION.

        (a) Procedure.  The Board of Directors of the Company  shall
            ---------
supervise and administer the Plan.  Any questions of interpretation of
the Plan or of any Benefits issued under it shall be determined by the
Board and such determination shall be final and binding upon all
persons.

        (b) Committee.  Any or all powers and discretion vested in the
            ---------
Board under this Plan may be exercised by a committee (the "Committee")
of at least two members of the Board who are "Non-Employee Directors"
as defined in Rule 16 b-3 of the Securities and Exchange Act of 1934
(the "Exchange Act") and Section 162(m) of the Internal Revenue Code.
A majority of members of the Committee shall constitute a quorum, and
all determinations of the Committee shall be made by a majority of its
members.  Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee, by a writing signed by a
majority of the Committee members.

        (c) Powers of the Board.  Subject to the provisions of the
            -------------------
Plan, the Board or Committee shall have the authority, in its
discretion: (i) to grant or award Benefits under the Plan consistent
with the purposes of the Plan; (ii) to determine, in accordance with
the provisions of the Plan, the fair market value of the Common Stock;
(iii) to determine, in accordance with the provisions of the Plan, the
exercise price per share of options to be granted; (iv) to determine
the employees to whom, and the time or times at which, options or other
Benefits shall be granted and the number of shares to be represented by
each option or other Benefit; (v) to interpret the Plan; (vi) to
prescribe, amend, and rescind rules and regulations relating to the
Plan; (vii) to determine the terms and provisions of each option or
other Benefit granted or awarded (which need not be identical) and,
with the consent of the holder thereof, modify or amend each option or
other Benefit; (viii) to reduce the exercise price per share of
outstanding and unexercised options; (ix) to accelerate or defer (with
the consent of the optionee) the exercise date of any option; (x) to
authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant or award of an option or other
Benefit; and (xi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
<PAGE>
        (d) Effect of Decisions.  All decisions, determinations, and
            -------------------
interpretations of the Board, or the Committee, as the case may be,
shall be final and binding on all participants and any other holders of
any Benefits granted or awarded under the Plan.

        (e) Section 16 Compliance.  With respect to persons subject to
            ---------------------
Section 16 of the Exchange Act, transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act.  To the extent any provision,
application or interpretation of the Plan or action by the Committee is
inconsistent with this intent, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.  In
addition, to the extent a participant (who is also a Reporting Person
under Rule 16b-3 or its successors) engages in an opposite-way
transaction within six months that jeopardizes the exemption, it shall
be deemed null and void.

     3. PARTICIPANTS; GENERAL TERMS AND CONDITIONS.

        (a) Employees.  Participants will consist of such key employees
            ---------
(including officers) of the Company or any or all of its present or
future majority owned subsidiaries as the Board of Directors in its
sole discretion determines to be mainly responsible for the success and
future growth and profitability of the Company and whom the Board of
Directors may designate from time to time to receive Benefits under the
Plan.  Benefits may be granted under this Plan to persons who have
received options or other Benefits under this or other plans of the
Company.

        (b) Maximum Number.  The maximum number of shares with respect
            --------------
to which a Benefit may be granted or awarded to any participant in any
one year of the Company shall not exceed one hundred fifty thousand
(150,000) shares.

        (c) General Terms and Conditions.  The Committee shall
            ----------------------------
determine the time or times at which Benefits shall be granted or
awarded, the number or amount of Benefits granted or awarded (subject
to the limitation of this Section 3(b) above), and such other terms and
conditions of the Benefits in addition to those set forth in this Plan
which comply with applicable Internal Revenue Service, Securities and
Exchange Commission, or other laws and regulations, all as the
Committee deems appropriate.

     4. BENEFITS.

        (a) Types.  Benefits under the Plan may be granted in any one
            -----
or a combination of:

            (1) Stock Purchase Agreements.  Stock Purchase Agreements
                -------------------------
will consist of agreements for the present or future sale of Common
Stock by the Company to a participant at such prices and on such terms
and conditions as the Board or Committee deems appropriate.
<PAGE>
            (2) Stock Awards or Bonuses.  Stock Awards or Bonuses will
                -----------------------
consist of shares of Common Stock transferred to participants with or
without other payment therefor as a bonus for services rendered or to
be rendered to the Company and its majority owned subsidiaries.

            (3) Stock Options (incentive stock options and
                ------------------------------------------
                non-qualified stock options with or without tax
                -----------------------------------------------
                offset bonuses and discounted stock options):
                --------------------------------------------

                (i)  Exercise Price.  Stock Options will consist of
                     --------------
options to purchase shares of Common Stock at purchase prices
determined by the Board or Committee at the date such option is
granted.  Except regarding Incentive Stock Options, such option price
may be less than the fair market value of Common Stock on the date of
grant, but in no event shall the option price be less than the par
value of the shares.  The fair market value shall be the closing price
per share of Common Stock on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") National Market System on the
date of grant.  If the Common Stock ceases to be listed on the NASDAQ
National Market System, the Board or Committee shall designate an
alternative method of determining the fair market value of the Common
Stock.

                (ii)  Term.  Such options will be exercisable not later
                      ----
than ten years after the date they are granted and will terminate not
later than three years after termination of employment for any reason
other than death.

            (4) Stock Appreciation Rights:  Stock Appreciation Rights,
                -------------------------
granted in conjunction with a stock option, will consist of rights to
receive an amount equal to the appreciation in fair market value since
the date of grant in lieu of exercising the corresponding stock option.

            (5) Restricted Stock:  Restricted Stock will consist of
                ----------------
shares of Common Stock which are transferred to the participant but
which carry restrictions such as a prohibition against disposition or
an option to repurchase in the event of employment termination, and may
be subject to a substantial risk of forfeiture.  Shares of Restricted
Stock may be granted to the participant at no charge, or they may be
sold to the participant.  Restrictions on the shares of stock may lapse
over a period of time.  As the restrictions lapse, the participant has
unrestricted shares which then may be sold or transferred.   If,
however, the restrictions are violated prior to their lapse, those
shares still subject to such restrictions are forfeited by the
participant, and must be returned to the Company.

            (6) Performance Unit Plans:  A Performance Unit Plan will
                ----------------------
provide for units, contingently granted, which entitle the participant
to cash payments or their equivalent in shares of stock valued at the
time of the grant (i.e., the unit value remains constant and does not
<PAGE>
fluctuate with changes in the market value of the stock), if
predetermined objectives are met.

            (7) Performance Share Plans:  A Performance Share Plan will
                -----------------------
provide for artificial shares, contingently granted, which entitle the
participant to actual shares of Common Stock or their cash equivalent
at the time of payment (i.e., the unit value may appreciate or decline
depending on future market value of the stock), if predetermined
objectives are achieved.

            (8) Book Value Stock Plans:  A Book Value Stock Plan will
                ----------------------
permit the participant to purchase shares of Common Stock at book
value.  Such "book value" stock may be required to be resold to the
Company upon termination of the employment relationship, or at other
specified times at the then book value of the stock.

            (9) Annual Stock or Cash Incentive Plans.  An annual Stock
                ------------------------------------
or Cash Incentive Plan will allow the participant to receive, in
addition to the participant's base salary, annual stock or cash bonuses
(portions of which may be paid quarterly over the course of the fiscal
year) based upon the financial performance of the Company or the
considered discretion of the Board or Committee.  The financial
performance measurement for the stock or cash bonus will be determined
by the Board or Committee.  The maximum annual formula award may be
fixed at up to one hundred fifty percent (150%) of the participant's
base salary with the Board or Committee designating the percentage
level of participation and maximum bonus for each officer of the
Company while management designates the percentage level of
participation and maximum bonus for other participants.  The Board or
Committee will determine whether the bonuses will be payable to
participants in stock or cash or a combination of stock and cash.

        (b) Written Agreement.  Each grant or award of a Benefit shall
            -----------------
be evidenced by an appropriate written agreement, the form of which shall
be consistent with the terms and conditions of the Plan and applicable
law and shall be signed by an officer of the Company and the participant.

    5.  SHARES RESERVED UNDER THE PLAN.  There is hereby reserved for
issuance under the Plan an aggregate of three million (3,000,000)
shares of Common Stock (except as supplemented hereinafter provided in
Section 8), $0.625 par value, which may be newly-issued shares,
authorized but heretofore unissued shares or shares reacquired by the
Company, including shares purchased on the open market.  Any shares
subject to the options, rights, agreements, plans, or awards as
described hereinafter or issued under such options, rights, agreements,
plans, or awards may thereafter be subject to new options, rights,
agreements, plans or awards under this Plan if there is a lapse,
expiration or termination of any such options, rights, agreements,
plans or awards prior to issuance of the shares or payment of the
equivalent or if shares are issued under such options, rights,
agreements, plans, or awards, and thereafter are reacquired by the
Company pursuant to rights reserved by the Company upon issuance
thereof; provided, however, issued shares reacquired by the Company may
only be subject to new options, rights, agreements, plans, or awards if
the participant received no benefit of ownership from the shares.
<PAGE>
    6.  FORM OF PAYMENT.  Payments required, if any, upon a
participant's exercise of Benefits under the Plan may be made in the
form of: (a) cash; (b) Company stock; (c) a combination of Company
stock and cash; or (d) such other forms or means which the Committee
shall determine in its discretion and in such manner as is consistent
with the Plan's purpose and applicable Internal Revenue Service,
Securities and Exchange Commission, or other laws or regulations.

    7.  WITHHOLDING TAXES.  No later than the date as of which an
amount first becomes includible in the gross income of the participant
for federal income tax purposes with respect to any Benefit under the
Plan or with respect to any exercise of any stock option granted under
the Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to
be withheld.  Such withholding obligations may be settled with Common
Stock, including Common Stock that is part of the award or that is
received upon the exercise of the stock option that gives rise to the
withholding requirement.  The obligations of the Company under the Plan
shall be conditional upon such payment or arrangements, and the Company
shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the participant.  The
Company may establish such procedures as it deems appropriate,
including the making of irrevocable elections or the timing of the use
of Common Stock, for the settlement of its withholding obligations.

    8.  ADJUSTMENT PROVISIONS.

        (a) Changes in Capitalization. If the Company shall at any time
            -------------------------
change the number of issued shares of Common Stock without new
consideration to the Company (by stock dividends, stock splits, or
similar transactions), the total number of shares reserved for issuance
under this Plan and the number of shares covered by each outstanding
Benefit shall be adjusted so that the aggregate consideration payable
to the Company, if any, and the value of each such Benefit shall not be
changed.

        (b) Reorganization, Sale, etc.  Benefits may also contain
            -------------------------
provisions for their continuation, acceleration, immediate vesting, or
for other equitable adjustments after changes in the Common Stock
resulting from reorganization, sale, merger, consolidation,
dissolution, liquidation, or similar occurrences.

            (1) Substitutions and Assumptions.  If the Company acquires
                -----------------------------
an entity which has issued stock options or other rights, which remain
outstanding, the Company may substitute stock options or rights for
options or rights of such entity, including options or other rights to
acquire stock at less than 100% of the fair market price of the stock
at grant.  The number and kind of such stock options and other rights
shall be determined by the Committee and the total number of shares
reserved for issuance under this Plan shall be appropriately adjusted
consistent with such determination and in such manner as the Committee
may deem equitable to prevent substantial dilution or enlargement of
the Benefits granted to, or available for, present or future
participants of this Plan.  The number of shares reserved for issuance
pursuant to Section 5 may be increased by the corresponding number of
<PAGE>
options or other benefits assumed and, in the case of a substitution,
by the net increase in the number of shares subject to options or other
benefits before and after the substitution.

    9.  NONTRANSFERABILITY.  Benefits (other than non-qualified stock
options)  granted under the Plan to an employee shall not be
transferable by the participant otherwise than by will or the laws of
descent and distribution, or pursuant to a qualified domestic relations
order, and shall be exercisable, during the participant's lifetime,
only by the participant; non-qualified stock options granted under the
Plan to a participant may be assignable or transferable by the
participant to or for the benefit of a member of the participant's
family.  In the event of the death of a participant during employment
or prior to the termination of any Benefit held by the participant
hereunder, each Benefit theretofore granted to the participant shall be
exercisable or payable to the extent provided therein but not later
than one year after the participant's death (and not beyond the stated
duration of the Benefit).  Any such exercise or payment shall be made
only:

        (a) By or to the executor or administrator of the estate of the
deceased participant or the person or persons to whom the deceased
participant's rights under the Benefit shall pass by will or the laws
of descent and distribution; and

        (b) To the extent, if any, that the deceased participant was
entitled at the date of the participant's death.

    10. OTHER PROVISIONS.  The award of any Benefit under the Plan may
also be subject to such other provisions (whether or not applicable to
the Benefit awarded to any other participant) as the Board or Committee
determines appropriate, including without limitation, provisions for
the installment purchase of Common Stock under such Benefits,
provisions to assist the participant in financing the acquisition of
Common Stock, provisions for prepayment at the participant's election
of the purchase price of Common Stock under such Benefits, provisions
for the forfeiture of, or restrictions on resale or other disposition
of shares acquired under such Benefits, provisions giving the Company
the right to repurchase shares acquired under any form of Benefit in
the event the participant elects to dispose of such shares, provisions
to comply with federal and state tax or securities laws, or
understandings or conditions as to the participant's employment in
addition to those specifically provided for under the Plan or written
agreement.

    11. TENURE.  A participant's right, if any, to continue to serve
the Company and its subsidiaries as an officer, employee, or otherwise,
shall not be enlarged or otherwise affected by designation as a
participant under the Plan.

    12. EMPLOYEES IN FOREIGN COUNTRIES.  The Board or Committee shall
have the authority to adopt such modifications, procedures, and
subplans as may be necessary or desirable to comply with provisions of
the laws of foreign countries in which the Company or its subsidiaries
may operate to assure the viability of the Benefits granted or awarded
to employees employed in such countries and to meet the objectives of
the Plan.


<PAGE>
    13. DURATION, AMENDMENT AND TERMINATION.  No Benefit shall be
granted more than ten years after the date of adoption of this Plan;
provided, however, that the terms and conditions applicable to any
Benefit granted within such period may thereafter be amended or
modified by mutual agreement between the Company and the participant or
such other persons as may then have an interest therein.  Also, by
mutual agreement between the Company and a participant hereunder, or
under any future plan of the Company, Benefits may be granted to such
participant in substitution and exchange for, and in cancellation of,
any Benefits previously granted such participant under this Plan, or
any benefit previously or thereafter granted to him under any future
plan of the Company.  The Board or Committee may amend the Plan from
time to time or terminate the Plan at any time.  However, no action
authorized by this paragraph shall reduce the amount of any existing
Benefit or change the terms and conditions thereof without the
participant's consent.  No amendment of the Plan shall, without
approval of the stockholders of the Company, (i) increase the total
number of shares which may be issued under the Plan or increase the
amount or type of Benefits that may be granted under the Plan; (ii)
change the minimum purchase price, if any, of shares of Common stock
which may be made subject to Benefits under the Plan; or (iii) modify
the requirements  as to eligibility for Benefits under the Plan.

    14. UNFUNDED STATUS OF PLAN.  It is presently intended that the
Plan constitute an "unfunded" plan for incentive compensation.  The
Board or Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver
Common Stock or make payments; provided, however, that, unless the
Board or Committee otherwise determines, the existence of such trusts
or other arrangements is consistent with the "unfunded" status of the
Plan.

    15. SHAREHOLDER APPROVAL.  The Plan has been adopted by the Board
of Directors on March 20, 2002, and shall be effective upon approval by
the shareholders of the Company.  Such adoption shall be null and void
if shareholder approval is not obtained within twelve months of the
adoption of the Plan by the Board of Directors.

<PAGE>

</TEXT>
</DOCUMENT>
