EXHIBIT 10(c)
                            AGREEMENT

     THIS AGREEMENT made and entered into as of the 16th day of
May, 2001, by and between Modine Manufacturing Company, a
Wisconsin corporation, having its principal place of business in
Racine, Wisconsin (the "Company"), and David B. Rayburn of
Racine, Wisconsin (the "Executive").

     WHEREAS, the Company desires to engage the Executive and
Executive is desirous of committing himself to serve the Company
for the period and on the terms herein provided.

     NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements of the parties herein
contained, and as consideration of the noncompetition provision
added to Executive's Change in Control Agreement, the parties
hereto agree as follows:

     I.   Employment; Period of Employment.
          --------------------------------

          1.01   The period of employment shall be the period
beginning on the date hereof and terminating on the date 36
months after such date (the "Term"), provided that for each day
from and after the date hereof the Term will automatically be
extended for an additional day, unless either Employer or
Executive has given written notice to the other party of its or
his election to cease such automatic extension, in which case the
Term shall be the 36-month period beginning on the date such
notice is received by such other party.

     II.  Position, Duties; Responsibilities.
          ----------------------------------

          2.01   It is contemplated that during the Period of
Employment, the Executive shall continue to serve as a principal
officer of the Company; currently Executive Vice President.  At all
times during the Period of Employment, Executive shall hold a
position of responsibility and importance with duties and
responsibilities at least equal in scope, responsibility and
importance to and commensurate with the position of Executive
Vice President.

          2.02   Throughout the Period of Employment the Executive
shall devote his full time and undivided attention during normal
business hours to the business and affairs of the Company except
for reasonable vacations.  The office of the Executive shall be
located at the principal offices of the Company within the Racine,
Wisconsin, area and the Executive shall not be required to locate
his office elsewhere without his prior written consent.


III. Compensation; Compensation Plans; Perquisites.
     ---------------------------------------------

          3.01   (a)  For all services rendered by the
Executive during the Period of Employment, Executive shall be
paid as compensation:

                    (i)  A base salary (the Minimum Base Salary),
payable not less often than monthly, of no less than $400,000 per
year, with such increases in such rate as shall be awarded from
time to time in accordance with the Company's regular
administrative practices of other salary increases applicable to
Executives of the Company in effect on the date of this
Agreement; and

                    (ii) An annual incentive award or bonus under
the Company's Management Incentive Plan, or such equivalent
successor plan as may be adopted by the Company.

          3.02   During the Period of Employment the Executive
shall be and continue to be a full participant in the Incentive
Stock Option Plan of the Company, the Restricted Stock Plan and
in any and all other executive incentive plans in which
executives of the Company participate that are in effect on the
date hereof and that may hereafter be adopted, including, without
limitation, any stock option, stock purchase, stock appreciation
right plans, restricted stock plans, or equivalent successor
plans that may be adopted by the Company, with at least the same
reward opportunities that have heretofore been provided.  Nothing
in this Agreement shall preclude improvement of reward
opportunities in such plans or other plans in accordance with the
present practice of the Company.

          3.03   During the Period of Employment, the Executive
shall be entitled to participate in the executive perquisites of
the Company as determined by the Board of Directors for key
employees, including without limitation, an office, secretarial
and clerical services, paid annual Mayo Clinic Visits and income
tax and estate planning services.

IV.  Employee Benefit Plans.
     ----------------------

     4.01 The Executive, his dependents and beneficiaries,
including, without limitation, any beneficiary of a joint and
survivor or other optional method of payment applicable to the
payment of benefits under the Pension and Disability Plan of the
Company, shall be entitled to all payments and benefits and
service credit for benefits during the Period of Employment to
which officers of the Company, their dependents and
beneficiaries, are entitled as the result of the employment of
such officers under the terms of employee plans and practices of
the Company, including, without limitation, the Pension and
Disability Plan of the Company, the Modine Contributory Employee
Stock Ownership and Investment Plan, the 401(k) plan, its death
benefit plans (consisting of its Group Insurance Plan for
Management Employees providing term life insurance and travel
accident insurance), its disability benefit plans (consisting of
its Income Protection Plan providing salary continuation, sickness
and accident and long-term disability benefits), its medical,
dental and health and welfare plans and other present or equivalent
successor plans and practices of the Company, for which officers,
their dependents and beneficiaries, are eligible, and to all
payments or other benefits under any such plan or practice
subsequent to the Period of Employment as a result of participation
in such plan or practice during the Period of Employment.

          4.02   Nothing in this Agreement shall preclude the Company
from amending or terminating any employee benefit plan or practice,
but, it being the intent of the parties that the Executive shall
continue to be entitled during the Period of Employment to
perquisites as set forth in paragraph 3.03 above and to benefits
and service credit for benefits under paragraph 4.01 above
through the Period of Employment hereunder.

     V.   Supplemental Retirement Benefit.
          -------------------------------

          5.01   Since certain limitations are placed on the
amount of benefits receivable by participants under the Company's
Pension and Disability Plan by the Internal Revenue Code, and on
the amounts contributable to the Company's Salary Reduction Plan
(401(k) Plan) under Article 5 of such plan, the Company shall
provide the Executive and his beneficiaries with benefits equal
to the benefits lost under those Plans as a result of these
limitations.  Payments of such Supplemental Retirement Benefits
shall be made to the Executive or his beneficiaries in a manner
consistent with the elections available under the plans providing
such Supplemental Retirement Benefits.

     VI.  Effect of Death or Disability.
          -----------------------------

          6.01   In the event of the death of the Executive
during the Period of Employment, the legal representative of the
Executive shall be entitled to the compensation provided for in
paragraph 3.01 above for the month in which death occurred.

          6.02   (a)  The term "Disability" as used in this
Agreement shall mean an illness or accident occurring during the
Period of Employment which prevents the Executive from performing
his duties under this Agreement.

                 (b)  In the event of the Disability of the
Executive during the Period of Employment, the Executive shall be
entitled for a period of twelve (12) months to the benefits
provided for in paragraph 3.01(a)(i) and 3.01(a)(ii) above, at
the rate being paid at the time of the commencement of
Disability.  After a disability period of twelve (12) months, the
Executive shall receive disability payments of 60% of the monthly
compensation set forth in paragraphs 3.01(a)(i) and 3.01(a)(ii)
less the amount of any Company group insured long-term disability
benefits he receives.  These disability payments are to continue
to be paid to the Executive until the end of the Period of
Employment.  This shall not preclude the Executive from receiving
disability benefits after the Period of Employment under the
Company's group long-term disability plan.

     VII. Termination.
          -----------

          7.01   The Company may at its option terminate this
Agreement at any time during the term hereof, with or without
cause.  In the event of a Termination, as defined in paragraph
7.03 below, during the Period of Employment, the provisions of
this Section VII shall apply.  Any provision of this Agreement to

the contrary notwithstanding, the payments, benefits, service
credit for benefits and other matters provided in this Section
VII in the event of such a Termination are in addition to any
such items provided by Section V.

          7.02   In the event of a Termination, the Company
shall, as liquidated damages, severance pay, and payment for
services rendered in the past, pay to the Executive an amount
equal to the Average Annual Earnings of the Executive during the
remainder of the Period of Employment.  During the period that
payments provided in this paragraph 7.02 are required, the
Executive, his dependents and beneficiaries shall continue to be
entitled to all benefits under employee benefit plans of the
Company as if Executive was still employed and the period in
which such payments are provided shall be continued service with
the Company for the purpose of continued credits under the
employee benefits plans and for purposes of determining payments
and other rights in respect of awards made or accrued prior to
termination under the executive incentive plans referred to in
paragraph 3.02; provided, however, if continued participation in
any one or more of such plans is not possible under the terms
thereof, the Company shall provide substantially identical
benefits.

                 (a)  The term "Average Annual Earnings" shall
mean the sum of Executive's Five-Year Average Base Salary and his
Five-Year Average Actual Bonus.  For purposes of this subsection,
"Five-Year Average Base Salary" shall mean the average of
Executive's per annum base salary payable for the five-year
period ending on the last day of the Company's fiscal year
immediately preceding the fiscal year of Executive's Termination;
provided, however, if Executive had not been employed for the
entire five-year period, "Five-Year Average Base Salary" shall
mean the average of Executive's per annum base salary payable
over his actual period of employment.  For purposes of this
subsection, "Five-Year Average Actual Bonus" shall mean the
average of Executive's actual annual bonuses payable under the
Company's Management Incentive Plan, or such equivalent successor
plan as may be adopted by the Company, for the five-year period
ending on the last day of the Company's fiscal year immediately
preceding the fiscal year of Executive's Termination; provided,
however, if Executive had not been employed for the entire five-
year period, "Five-Year Average Actual Bonus" shall mean the
average of Executive's actual annual bonuses payable over his
actual period of employment.

          7.03   The word "Termination" shall mean:

                 (a)  Termination by the Company of the
employment of the Executive for any reason other than for Cause
as defined in paragraph 7.04 below or for disability or death.

                 (b)  Termination by the Executive of his
employment with the Company upon the occurrence of any of the
following events:

                         (i)    Failure to elect or reelect the
Executive to, or removal of the Executive from, the office
described in paragraph 2.01 above;

                         (ii)   A significant change in the
nature or scope of the authorities, powers, functions or duties
attached to the position described in paragraph 2.01 of this
Agreement, or a reduction in compensation, which is not remedied
within thirty (30) days after receipt by the Company of written
notice from the Executive;

                         (iii)   A breach of the Company of any
provision of this Agreement not embraced within the foregoing
clause (i) and (ii) of this subparagraph 7.03(b) which is not
remedied within thirty (30) days after receipt by the Company of
written notice from the Executive; and

                         (iv)    The liquidation, dissolution,
consolidation or merger of the Company or transfer of all or a
significant portion of its assets unless a successor or
successors (by merger, consolidation or otherwise) to which all
or a significant portion of its assets have been transferred
shall have assumed all duties and obligations of the Company
under this Agreement but without releasing the Company that is
the original party to this Agreement; provided that in any event
set forth in this subparagraph 7.03(b) above, the Executive shall
have elected to terminate his employment under this Agreement
upon not less than forty (40) and not more than ninety (90) days'
advance written notice to the Board of Directors of the Company,
attention of the Secretary, given, except in the case of a
continuing breach, within three calendar months after (A) failure
to be so elected or reelected, or removal, (B) expiration of the
thirty (30) day cure period with respect to such event, or (C)
the closing date of such liquidation, dissolution, consolidation,
merger or transfer of assets, as the case may be.

          An election by the Executive to terminate his
employment given under the provisions of this paragraph 7.03
shall not be deemed a voluntary termination of employment by the
Executive for the purpose of this Agreement or any plan or
practice of the Company.

          7.04   For the purpose of any provision of this
Agreement, the termination of the Executive's employment shall be
deemed to have been for Cause only:

                 (a)     if termination of his employment shall
have been the result of an act or acts of dishonesty on the part
of the Executive constituting a felony and resulting or intended
to result directly or indirectly in gain or personal enrichment
at the expense of the Company, or

                 (b)     If there has been a breach by the
Executive during the Period of Employment of the provisions of
Section IX relating to confidential information, and such breach
results in demonstrably material injury to the Company.

          7.05   In the event that the Executive's employment
shall be terminated by the Company during the Period of
Employment and such termination is alleged to be for Cause, or
the Company shall withhold payments or provision of benefits
because the Executive is alleged to be engaged in Competition in
breach of the provisions of paragraph 9.02 below or for any other

reason, the Executive shall have the right, in addition to all
other rights and remedies provided by law, at his election either
to seek binding arbitration within the Racine, Wisconsin, area or
other mutually agreeable area under the rules of the American
Arbitration Association, or to institute a judicial proceeding;
all costs of such arbitration or judicial proceeding including
all attorney fees, are to be borne by the Company if the
Executive prevails.

     VIII.  No Obligation to Mitigate Damages.
            ---------------------------------

          8.01   In the event of a Termination, as defined in
paragraph 7.03 above, the Executive shall not be required to
mitigate the amount of compensation and benefits set forth in
paragraph 7.02 above by seeking employment with others, or
otherwise, nor shall the amount of such compensation and benefits
be reduced or offset in any way by any income or benefits earned
by Executive from another employer or other source after the
termination becomes effective.

     IX.  Confidential Information; Non Compete.
          -------------------------------------

          9.01   The Executive agrees not to disclose (either
while in the Company's employ, or at any time thereafter), to any
person not employed by the Company, or not engaged to render
services to the Company, except with the prior written consent of
an officer authorized to act in the matter by the Board of
Directors of the Company, any confidential information obtained
by him while in the employ of the Company, including, without
limitation, information relating to any of the Company's
inventions, processes, formulae, plans, devises, compilations of
information, methods of distribution, customers, client
relationships, marketing strategies or trade secrets; provided,
however, that this provision shall not preclude the Executive
from use or disclosure of information known generally to the
public or of information not considered confidential by persons
engaged in the business conducted by the Company or from
disclosure required by law or Court order.  The Agreement herein
made in this paragraph 9.01 shall be in addition to, and not in
limitation or derogation of, any obligations otherwise imposed by
law upon the Executive in respect of confidential information and
trade secrets of the Company, its subsidiaries and affiliates.

          9.02   (a)     Subject to the provisions of paragraph
7.05 above, there shall be no obligation on the part of the
Company to make any further payments or provide any benefits
required under this Agreement if the Executive shall, during the
period that such payments are being made or benefits provided,
engage in Competition with the Company as hereinafter defined.

                 (b)     The word "Competition" for the purposes
of this paragraph 9.02 and any other provision of this Agreement
shall mean (i) taking a management position with or control of a
business engaged in the design, development, manufacture,
marketing or distribution of products, which constituted 5% or
more of the sales of the Company and its subsidiaries and
affiliates during the last fiscal year of the Company preceding

the termination of the Executive's employment, in any
geographical area in which the Company, its subsidiaries or
affiliates is at the time engaging in the design, development,
manufacture, marketing or distribution of such products;
provided, however, that in no event shall ownership of less than
5% of the outstanding capital stock entitled to vote for the
election of directors of a corporation with a class of equity
securities held of record by more than 500 persons, standing
alone, be deemed Competition with the Company within the meaning
of this paragraph 9.02, (ii) soliciting any person who is a
customer of the businesses conducted by the Company, or any
business in which the Executive has been engaged on behalf of the
Company and its subsidiaries or affiliates at any time during the
term of this Agreement on behalf of a business described in
clause (i) of this subparagraph 9.02(b), or (iii) inducing or
attempting to persuade any employee of the Company or any of its
subsidiaries or affiliates to terminate his employment
relationship in order to enter into employment with a business
described in clause (i) of this subparagraph 9.02(b).

     X.   Notices.
          -------

          10.01  All notices, requests, demands and other
communications provided for by this Agreement shall be in writing
and shall be sufficiently given if and when mailed in the
continental United States by registered or certified mail or
personally delivered to the party entitled thereof at the address
given from time to time by the parties to this Agreement which
address shall be such address as the addressee may have given
most recently by a similar notice.  Any such notice delivered in
person shall be deemed to have been received on the date of
delivery.

     XI.  General Provisions.
          ------------------

          11.01  There shall be no right of setoff or
counterclaim in respect of any claim, debt or obligation against
any payments to the Executive, his dependents, beneficiaries or
estate, provided for in this Agreement.

          11.02  The Company and the Executive recognize that
each party will have no adequate remedy at law for breach by the
other of any of the agreements contained in this Agreement and,
in the event of any such breach, the Company and the Executive
hereby agree and consent that the other shall be entitled to a
decree of specific performance, mandamus or other appropriate
remedy to enforce performance of such agreements.

          11.03  No right or interest to or in any payments shall
be assignable by the Executive; provided, however, that this
provision shall not preclude him from designating one or more
beneficiaries to receive any amount that may be payable after his
death and shall not preclude the legal representative of his
estate from assigning any right hereunder to the person or
persons entitled thereto under his will or, in the case of
intestacy, to the person or persons entitled thereto under the
laws of intestacy applicable to his estate.

          11.04  (a)  No right, benefit or interest hereunder,
shall be subject to anticipation, alienation, sale, assignment,
encumbrance, charge, pledge, hypothecation, or setoff in respect
of any claim, debt or obligation, or to execution, attachment,
levy or similar process, or assignment by operation of law.  Any
attempt, voluntary or involuntary, to effect any action specified
in the immediately preceding sentence shall, to the full extent
permitted by law, be null, void and of no effect.

                 (b)  Except as herein provided, the Executive
shall not have any present right, title or interest whatsoever in
or to any investments which the Company may make to aid it in
meeting is obligations under this Agreement.  Nothing contained
in this agreement shall create or be construed to create a trust
of any kind, or a fiduciary relationship between the Company and
the Executive or any other person.

          11.05  The term "beneficiaries" as used in this
Agreement shall, in the event of the death of the Executive,
include any person, including a corporate or individual
beneficiary designated by the Executive in a written instrument
in form acceptable to and filed with the Company.  In the absence
of such designation, or if the designation is invalid for any
reason, the benefits shall then be paid to the Executive's estate.

          11.06  In the event of the Executive's death or a
judicial determination of his incompetence, reference in this
agreement to the Executive shall be deemed, where appropriate, to
refer to his legal representative or, where appropriate, to this
beneficiary or beneficiaries.

          11.07  This Agreement shall be binding upon and shall
inure to the benefit of the Executive, his heirs and legal
representatives, and the Company and its successors, including,
without limitation, any corporate or corporations acquiring
directly or indirectly all or substantially all of the assets of
the Company whether by merger, consolidation, sale or otherwise
(and such successors shall thereafter be deemed embraced with the
term "the Company" for the purposes of this Agreement).

          11.08  The validity, interpretation, construction,
performance and enforcement of this Agreement shall be governed
by the laws of the State of Wisconsin.

     XII. Amendment or Modification.
          -------------------------

          12.01  No provision of this Agreement may be amended,
modified or waived unless such amendment, modification or waiver
shall be authorized by the Board of Directors of the Company or
any authorized committee of the board of Directors and shall be
agreed to in writing, signed by the Executive and by an officer
of the Company hereunto duly authorized.

     XIII.  Severability.
            ------------

          13.01  In the event that any provision of this
agreement, or portion thereof, shall be determined to be invalid

or unenforceable for any reason, in whole or in part, the
remaining provisions of this Agreement and parts of such
provision not so invalid or unenforceable shall be unaffected
thereby and shall remain in full force and effect to the fullest
extent permitted by law.


     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement this 16th day of   May  , 2001.
              ------       -------


                         MODINE MANUFACTURING COMPANY

                         BY:  DONALD R. JOHNSON
                            -----------------------------------
                            President & Chief Executive Officer

                         EXECUTIVE

                              DAVID B. RAYBURN
                         --------------------------------------
                         David B. Rayburn
(SEAL)


Attest:

D. R. ZAKOS
-------------------------
Secretary