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<SEC-DOCUMENT>0000067347-02-000028.txt : 20020724
<SEC-HEADER>0000067347-02-000028.hdr.sgml : 20020724
<ACCEPTANCE-DATETIME>20020724145224
ACCESSION NUMBER:		0000067347-02-000028
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020724
EFFECTIVENESS DATE:		20020724

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MODINE MANUFACTURING CO
		CENTRAL INDEX KEY:			0000067347
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				390482000
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-97013
		FILM NUMBER:		02709750

	BUSINESS ADDRESS:	
		STREET 1:		1500 DEKOVEN AVE
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403
		BUSINESS PHONE:		2626361200
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>rs-802icp.txt
<TEXT>
                                                        Registration No.

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM S-8

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     MODINE MANUFACTURING COMPANY
                     ----------------------------
          (Exact name of issuer as specified in its charter)


          Wisconsin                                    39-0482000
- ---------------------------------                --------------------
(State of other jurisdiction of                   (IRS Employer
incorporation or organization)                    Identification No.)


          1500 DeKoven Avenue, Racine, Wisconsin   53403-2552
          ---------------------------------------------------
          (Address of Principal Executive Offices) (Zip Code)


     Modine Manufacturing Company 2002 Incentive Compensation Plan
     -------------------------------------------------------------
                       (Full title of the plan)


 D. R. Zakos, Secretary, 1500 DeKoven Avenue, Racine, Wisconsin 53403
 --------------------------------------------------------------------
                (Name and address of agent for service)


                            (262) 636-1200
                            --------------
     (Telephone number, including area code, of agent for service)

                    Calculation of Registration Fee
- ----------------------------------------------------------------------------
                                  Proposed      Proposed
 Title of                          Maximum       Maximum
Securities           Amount        Offering     Aggregate       Amount of
  to be              to be        Price Per      Offering      Registration
Registered         Registered       Share         Price            Fee
- ----------         ----------       -----         -----            ---
Common Stock
$0.625 par value    3,000,000
                     shares        $20.69*     $62,070,000*    $5,710.44

*  The "Proposed Maximum Offering Price Per Share" and "Proposed Maximum
   Aggregate Offering Price" are based upon $20.69 per share, the
   closing price at which such stock was sold on July 16, 2002.

              An Exhibit Index appears at Page 10 herein.

                             Page 1 of 20

<PAGE>
                                PART I

                              THE COMPANY

     Modine Manufacturing Company, a Wisconsin corporation, maintains
its principal offices at 1500 DeKoven Avenue, Racine, Wisconsin 53403-
2552, telephone no. (262) 636-1200.

     MODINE MANUFACTURING COMPANY 2002 INCENTIVE COMPENSATION PLAN

     This registration statement pertains to 3,000,000 shares of the
Common stock, $0.625 par value, of Modine Manufacturing Company
pursuant to the Modine Manufacturing Company 2002 Incentive
Compensation Plan (the "Plan").  The Plan was approved by the
shareholders of Modine Manufacturing Company (the "Company") on
July 17, 2002.

     The Officer Nomination and Compensation Committee (the
"Committee") of the Board of Directors will administer the 2002
Incentive Compensation Plan (the "Plan").  The Committee is comprised
of two or more Directors, all of whom are "disinterested persons" as
that term is defined in Rule 16b-3 of the Securities and Exchange
Commission and "outside Directors" for purposes of Section 16(m) of the
Internal Revenue Code of 1986, as amended by the 1993 Omnibus Budget
Reconciliation Act ("OBRA").  The Committee is authorized to interpret
the 2002 Plan; establish and amend the rules for its administration;
determine which key employees shall be granted options and/or other
benefits, the number of shares and the type of options and/or other
benefits to be granted to each employee; and amend the 2002 Plan
subject to the terms and conditions contained therein.  However, no
amendment of the 2002 Plan shall, without approval of the stockholders
of the Company:  (1) increase the total number of shares which may be
issued or increase the amount or type of benefits that may be granted;
(2) change the minimum purchase price, if any, of shares of common
stock which may be made subject to benefits; or (3) modify the
requirements as to eligibility for benefits.  The 2002 Plan provides
that no employee may receive more than 150,000 shares in any one year.
It is expected that the Committee will make these determinations on the
basis of the person's responsibilities and present and potential
contributions to the success of the Company.  Among those who may
qualify as recipients of options and/or related benefits will be
officers and other key employees of the Company and its majority owned
subsidiaries.  Stock-based or cash benefits ("Benefit(s)") under the
2002 Plan may be granted, awarded, or paid in any one or a combination
of stock purchase agreements, stock awards, stock options (incentive
stock options and non-qualified stock options), stock appreciation
rights, restricted stock, performance unit plans, performance share
plans, book value stock plans, and annual stock or cash incentive
plans.  There is reserved for issue under the 2002 Plan an aggregate of
3,000,000 shares of common stock, of which no more than twenty-five
percent will be restricted stock.  The aggregate amount is subject to
proportionate adjustments for stock dividends, stock splits, and
similar changes.  In the event the Company at any time changes the
number of issued shares of common stock without new consideration to
the Company (by way of stock dividends, stock splits, or similar
transactions), the total number of shares reserved for issuance under
the Plan and the number of shares covered by each outstanding Benefit
will be adjusted so that the aggregate consideration payable to the
Company, if any, and the value of each such Benefit will not be
<PAGE>
changed.  In the event of a proposed reorganization, sale, merger,
consolidation, dissolution, or liquidation of the Company, outstanding
Benefits may also contain provisions for their continuation,
acceleration, immediate vesting, or other equitable adjustments, unless
otherwise provided by the Board or Committee.  The Board or Committee
has the right to substitute or assume Benefits in connection with
mergers, reorganizations, separations, or other transactions; provided
such substitutions and assumptions are permitted by applicable
provisions of the Internal Revenue Code and Regulations promulgated
thereunder.  The number of shares reserved for the 2002 Plan may be
increased by the corresponding number of options and other Benefits
assumed and, in the case of a substitution, by the net increase and
number of shares subject to options or other Benefits before and after
the substitution.  Benefits (other than non-qualified stock options)
are not transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order; non-
qualified stock options may be assignable or transferable to or for the
benefit of a member of the employee's family.  No stock options or other
Benefits included in the 2002 Plan may be granted after July 17, 2012.

     This Registration Statement applies to newly issued shares and
treasury Common Shares of the Company registered for purchase under the
Plan.  Purchases by the Plan of Common Stock may be from the Company or
from the open market.

     Documents containing the information specified in Part I of Form
S-8 will be sent or given to participants eligible to participate in the
Plan by the Company as specified by Rule 428(b)(1), 17 C.F.R. Section
230.428(b)(1).

                                PART II

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     The following documents and all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold,
are hereby incorporated by reference from the date of filing of such
documents:

     1.   The Company's 2001-2002 Annual Report on Form 10-K; and

     2.   The Company's Definitive Proxy Statement for the 2002 Annual
          Meeting of Stockholders.

     3.   The description of the Modine common stock contained in its
          Form 10, filed with the Securities and Exchange Commission on
          May 1, 1935, including any amendment or report filed for the
          purpose of updating such description; and

     4.   The description of the Modine preferred stock purchase rights
          contained in its Form 8-A, filed with the Securities and
          Exchange Commission on November 18, 1986, as amended by its
          Form 8-A12G/A (Amendment No. 1), filed with the Securities
          and Exchange Commission on January 27, 1995, Form 8-A12G/A
          (Amendment No. 2), filed with the Securities and Exchange
<PAGE>
          Commission on December 20, 1996 and Form 8-A12G/A (Amendment
          No. 3), filed with the Securities and Exchange Commission on
          January 29, 1998.

     Note that the description of Modine common stock contained in its
Form 10, filed with the Securities and Exchange Commission on May 1,
1935, has been amended and supplemented by the description contained
under the caption "Description of Modine Common Stock" in the proxy
statement/prospectus which forms a part of the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission on
March 7, 2001, as amended by its Form S-4/A (Amendment No. 1), filed
with the Securities and Exchange Commission on March 16, 2001, and as
further amended by a Post-Effective Amendment No. 1 on Form S-8, filed
with the Securities and Exchange Commission on May 1, 2001.


Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     Certain provisions of the Wisconsin Business Corporation Law,
Chapter 180 of the Wisconsin Statutes ("WBCL"), provide that the
Company will indemnify the directors and officers of the Company and of
each subsidiary company against liabilities and expenses incurred by
such person by reason of the fact that such person was serving in such
capacity, subject to certain limitations and conditions set forth in
the WBCL.  The Company's By-laws also provide that the Company will
indemnify its directors and officers, and may indemnify any person
serving as a director or officer of another business entity at the
Company's request, to the extent permitted by the WBCL.

     It is the public policy of the State of Wisconsin, expressed in
Section 180.0859 of the WBCL, to require or permit indemnification and
allowance of expenses for any liability incurred in connection with a
proceeding involving federal or state statutory or administrative
regulation of the offer, sale of purchase of securities, provided the
applicable requirements for indemnification and allowance of expenses
are satisfied.

     The Company has purchased liability insurance policies which
indemnify the Company's directors and officers against loss arising
from claims by reason of their legal liability for acts of such
directors or officers, subject to limitations and conditions as set
forth in the policies.


Item 8.        Exhibits.
- -------        ---------

   4(a)        Rights Agreement dated as of October 16,
               1986 between the Registrant and First
               Chicago Trust Company of New York (Rights
               Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K for
               the fiscal year ended March 31, 2002).

   4(b)(i)     Rights Agreement Amendment No. 1 dated as of
               January 18, 1995 between the Registrant and
               First Chicago Trust Company of New York
               (Rights Agent) (filed by reference to the
<PAGE>
               Registrant's Annual Report on Form 10-K for
               the fiscal year ended March 31, 2000).

   4(b)(ii)    Rights Agreement Amendment No. 2 dated as of
               January 18, 1995 between the Registrant and
               First Chicago Trust Company of New York
               (Rights Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K
               for the fiscal year ended March 31, 2000).

   4(b)(iii)   Rights Agreement Amendment No. 3 dated as of
               October 15, 1996 between the Registrant and
               First Chicago Trust Company of New York
               (Rights Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K for
               the fiscal year ended March 31, 2001).

   4(b)(iv)    Rights Agreement Amendment No. 4 dated as of
               November 10, 1997 between the Registrant and
               Norwest Bank Minnesota, N.A., [now known as
               Wells Fargo Bank Minnesota, N.A.] (Rights Agent)
               (filed by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year ended
               March 31, 2002).

   4(c)        Bank One Credit Agreement dated April 17,
               2002 (filed by reference to the Registrant's
               Annual Report on Form 10-K for the fiscal
               year ended March 31, 2002).

               Note:  The amount of long-term debt authorized
               ----
               under any instrument defining the rights of
               holders of long-term debt of the Registrant,
               other than as noted above, does not exceed ten
               percent of the total assets of the Registrant
               and its subsidiaries on a consolidated basis.
               Therefore, no such instruments are required
               to be filed as exhibits to this Form.  The
               Registrant agrees to furnish copies of such
               instruments to the Commission upon request.

  *5(a)        Opinion regarding legality of original
               issuance securities provided by von Briesen
               & Roper, S.C.

  15           Not Applicable.

 *23(a)        Consent of Independent Accountants, provided
               by PricewaterhouseCoopers LLP

 *23(b)        Consent of Counsel (included in Exhibit 5(a)).

  24           Not Applicable.

 *99           Official text of the Modine Manufacturing
               Company 2002 Incentive Compensation Plan.

* Filed herewith
<PAGE>
Item 9.   Undertakings.
          ------------

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)   to include any prospectus required by Section
                10(a)(3) of the Securities Act of 1933;

          (ii)  to reflect in the prospectus any facts or events
                arising after the effective date of the registration
                statement (or the most recent post-effective amendment
                thereof) which, individually or in the aggregate,
                represent a fundamental change in the information set
                forth in the registration statement; and

          (iii) to include any material information with respect to
                the plan of distribution not previously disclosed in
                the registration statement or any material change to
                such information in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Racine, State of
Wisconsin, on the 17th day of July, 2002.


                              MODINE MANUFACTURING COMPANY


                              By:   D. R. JOHNSON
                                 ----------------------------------
                                   D. R. Johnson, Chairman and
                                     Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


  D. R. JOHNSON                                   July 17, 2002
- ---------------------------------------           -------------
D. R. Johnson, Chairman and Chief                      Date
   Executive Officer and Director


  D. B. RAYBURN                                   July 17, 2002
- ---------------------------------------           -------------
D. B. Rayburn, President and Chief                     Date
   Operating Officer


  E. T. THOMAS                                    July 17, 2002
- ---------------------------------------           -------------
E. T. Thomas, Senior Vice President                    Date
   and Chief Financial Officer


  D. R. ZAKOS                                     July 17, 2002
- ---------------------------------------           -------------
D. R. Zakos, Vice President,                           Date
  General Counsel and Secretary


  R. J. DOYLE                                     July 17, 2002
- ---------------------------------------           -------------
R. J. Doyle, Director                                  Date


  F. P. INCROPERA                                 July 17, 2002
- ---------------------------------------           -------------
F. P. Incropera, Director                              Date



<PAGE>


  F. W. JONES                                     July 17, 2002
- ---------------------------------------           -------------
F. W. Jones, Director                                  Date


  D. J. KUESTER                                   July 17, 2002
- ---------------------------------------           -------------
D. J. Kuester, Director                                Date


  V. L. MARTIN                                    July 17, 2002
- ---------------------------------------           -------------
V. L. Martin, Director                                 Date


  G. L. NEALE                                     July 17, 2002
- ---------------------------------------           -------------
G. L. Neale, Director                                  Date


  M. C. WILLIAMS                                  July 17, 2002
- ---------------------------------------           -------------
M. C. Williams, Director                               Date


  M. T. YONKER                                    July 17, 2002
- ---------------------------------------           -------------
M. T. Yonker, Director                                 Date





























<PAGE>
                             EXHIBIT INDEX

                                                                Sequential
Description                                                       Page No.
- -----------                                                     ----------

    4(a)       Rights Agreement dated as of October 16,
               1986 between the Registrant and First
               Chicago Trust Company of New York (Rights
               Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K
               for the fiscal year ended March 31,
               2002).

    4(b)(i)    Rights Agreement Amendment No. 1 dated
               as of January 18, 1995 between the
               Registrant and First Chicago Trust
               Company of New York (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2000).

    4(b)(ii)   Rights Agreement Amendment No. 2 dated
               as of January 18, 1995 between
               the Registrant and First Chicago Trust
               Company of New York (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2000).

    4(b)(iii)  Rights Agreement Amendment No. 3 dated
               as of October 15, 1996 between
               the Registrant and First Chicago Trust
               Company of New York (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2001).

    4(b)(iv)   Rights Agreement Amendment No. 4 dated
               as of November 10, 1997 between the
               Registrant and Norwest Bank Minnesota,
               N.A., [now known as Wells Fargo Bank
               Minnesota, N.A.] (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2002).

    4(c)       Bank One Credit Agreement dated April 17,
               2002 (filed by reference to the Registrant's
               Annual Report on Form 10-K for the fiscal
               year ended March 31, 2002).

               Note:  The amount of long-term debt
               ----
               authorized under any instrument defining
               the rights of holders of long-term debt
               of the Registrant, other than as noted
               above, does not exceed ten percent of the
               total assets of the Registrant and its
<PAGE>
                                                                Sequential
Description                                                       Page No.
- -----------                                                     ----------

               subsidiaries on a consolidated basis.
               Therefore, no such instruments are
               required to be filed as exhibits to this
               Form.  The Registrant agrees to furnish
               copies of such instruments to the
               Commission upon request.

   *5(a)       Opinion regarding legality of original               12
               issuance securities provided by von
               Briesen & Roper, S.C.

   15          Not Applicable.

  *23(a)       Consent of Independent Accountants,                  13
               provided by PricewaterhouseCoopers
               LLP

  *23(b)       Consent of Counsel (included in                      12
               Exhibit 5(a)).

   24          Not Applicable.

  *99          Official text of the Modine Manufacturing            14
               Company 2002 Incentive Compensation Plan.


* Filed herewith

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>rs-8exh5.txt
<TEXT>
                               EXHIBIT 5
                                          von Briesen & Roper, S.C.
                                          Attorneys at Law

July 17, 2002



VIA E-MAIL AND FEDERAL EXPRESS

The Board of Directors
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI  53403-2552

Gentlemen:

This firm is counsel for Modine Manufacturing Company (the "Company"),
which is the registrant in a Registration Statement under the
Securities Act of 1933 on Form S-8, dated July 17, 2002, relating to
the registration of 3,000,000 shares of the Company's common stock,
$0.625 par value per share (the "Shares"), to be offered and sold
pursuant to the Modine Manufacturing Company 2002 Incentive
Compensation Plan (the "Plan").

As counsel, we are familiar with the actions taken by the Company in
connection with the authorization of the Shares.  We are also familiar
with the actions taken by the Company in connection with the
establishment of the Plan.  We have examined such records and other
documents as we have deemed necessary for the opinions hereinafter
expressed.

Based upon the foregoing, and having regard to legal considerations
that we deem relevant, we are of the opinion that the Shares, described
in the Registration Statement, will be, when sold, legally issued by
the Company, fully paid and non-assessable, except to the extent
provided in 180.0622(2)(b) of the Wisconsin Statutes, which provides,
in part, that shareholders of a Wisconsin corporation are personally
liable to an amount equal to the par value of shares owned by them for
all debts owing to employees of the corporation for services performed
for such corporation, but not exceeding six months service in any one
case.

We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

von BRIESEN & ROPER, s.c.

s/von Briesen & Roper, S.C.

www.vonbriesen.com 735 North Water Street, Suite 1000 P. O. Box 3262
Milwaukee, Wisconsin 53201-3262 Phone 414-273-7000 Fax 414-273-7897

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>rs-8ex23.txt
<TEXT>

                              EXHIBIT 23


                  CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 30, 2002
relating to the financial statements, which appears in the 2002 Annual
Report to Shareholders of Modine Manufacturing Company, which is
incorporated by reference in Modine Manufacturing Company's Annual
Report on Form 10-K for the year ended March 31, 2002.  We also consent
to the incorporation by reference of our report dated April 30, 2002
relating to the financial statement schedule, which appears in such
Annual Report on Form 10-K.



/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Chicago, Illinois
July 17, 2002

<PAGE>

</TEXT>
</DOCUMENT>
<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>
</SEC-DOCUMENT>
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