X0202 4 2005-08-31 0 0000067347 MODINE MANUFACTURING CO MOD 0001185605 INCROPERA FRANK P 257 FITZPATRICK HALL UNIVERSITY OF NOTRE DAME NOTRE DAME IN 46556 1 0 0 0 Modine common stock 2005-08-31 4 F 0 1267 35.55 D 2033 D Employee stock option 26.4801 1999-09-15 2009-09-15 Modine common stock 15365 15365 D Employee stock option 27.3343 2000-07-19 2010-07-19 Modine common stock 2049 2049 D Employee stock option 20.9595 2002-07-17 2012-07-17 Modine common stock 18438 18438 D Shares disposed of in private transaction to issuer to cover tax withholding. This option was previously reported as an option for 15,000 shares of common stock at an exercise price of $27.1250 per share, but was adjusted 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 2,000 shares of common stock at an exercise price of $28.00 per share. See footnote 2 for further explanation. This option was previously reported as an option for 18,000 shares of common stock at an exercise price of $21.47 per share. See footnote 2 for further explanation. /s/D. R. Zakos, Attorney-in-Fact for Frank P. Incropera 2005-08-31