X0202 4 2005-07-29 0 0000067347 MODINE MANUFACTURING CO MOD 0001172676 RULSEH JAMES R 1500 DEKOVEN AVENUE RACINE WI 53403 0 1 0 0 Group Vice President Modine common stock 2005-07-29 4 S 0 1922.5186 42.2151 D 38255.1979 D Employee stock option 22.2091 1996-01-17 2006-01-17 Modine common stock 8195 8195 D Employee stock option 24.6497 1997-01-15 2007-01-15 Modine common stock 8194 8194 D Employee stock option 33.1306 1998-01-21 2008-01-21 Modine common stock 8195 8195 D Employee stock option 32.4594 1999-01-20 2009-01-20 Modine common stock 8194 8194 D Employee stock option 24.4056 2000-01-19 2010-01-19 Modine common stock 8194 8194 D Employee stock option 22.6972 2001-01-17 2011-01-17 Modine common stock 9219 9219 D Employee stock option 22.2384 2002-01-16 2012-01-16 Modine common stock 20487 20487 D Employee stock option 18.0894 2003-01-06 2013-01-16 Modine common stock 11472 11472 D Employee stock option 28.4764 2004-01-20 2014-01-20 Modine common stock 12292 12292 D Employee stock option 30.8194 2005-01-18 2015-01-18 Modine common stock 10653 10653 D Registrant disposed of 1,922.5186 units of common stock indirectly held in his Modine Stock Fund account (formerly known as ESOP) pursuant to a diversification election made under the Internal Revenue Code. The transaction was pursuant to an irrevocable commitment to sell made by the reporting person to the Modine Stock Fund trustee. This total includes 1,559.9887 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account, 54.4738 units of Modine common stock indirectly held in the Registrant's Modine Deferred Compensation Plan account and 1,922.5183 units of Modine common stock indirectly held in the Registrant's Modine Stock Fund account. This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $22.75 per share, but was adjdusted to reflect the stock dividend declared by Modine on July 21, 2005 in connection with the spin off and merger of Modine's Aftermarket Business in a reverse Morris Trust transaction. As a result of the stock dividend, stock options granted by Modine were adjusted to retain their intrinsic value. This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $25.25 per share. See footnote 3 for explanation. This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $33.9375 per share. See footnote 3 for explanation. This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $33.25 per shares. See footnote 3 for explanation. This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $25.00 per share. See footnote 3 for explanation. This option was previously reported as an option for 9,000 shares of common stock at an exercise price of $23.25 per share. See footnote 3 for explanation. This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $22.78 per share. See footnote 3 for explanation. This option was previously reported as an option for 11,000 shares of common stock at an exercise price of $18.53 per share. See footnote 3 for explanation. This option was previously reported as an option for 12,000 shares of common stock at an exercise price of $29.17 per share. See footnote 3 for explanation. This option was previously reported as an option for 10,400 shares of common stock at an exercise price of $31.57 per share. See footnote 3 for explanation. /s/D. R. Zakos, Attorney-in-Fact for J. R. Rulseh 2005-08-01