MET PRO CORP
EXHIBIT 10.U
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10u.txt
<DESCRIPTION>EXHIBIT 10.U
<TEXT>
                                                                  Exhibit (10.u)

                                 AMENDMENT NO. 3
                                     TO THE
                         MET-PRO CORPORATION DIRECTORS'
                                 RETIREMENT PLAN


        This Amendment to the Met-Pro  Corporation  Directors'  Retirement  Plan
(the "Plan") is made and is effective this 24th day of February, 2003.

        WHEREAS, Met-Pro Corporation (the "Company") previously adopted the Plan
and now wishes to further amend the Plan in certain respects.

        NOW, THEREFORE, the Plan is hereby amended as follows:

        1.      Section 5(e) is restated as follows:

                        (e) If a Change in  Control  (as  defined  in  Section 6
                hereof)  occurs,  or if the Company  fails to cure any breach of
                its  obligations  under  this  Plan in less  than 30 days  after
                receiving  written  notice  of the  same  from a  Director  or a
                Director's  surviving  spouse or estate (a "Default"),  then the
                Company (i) shall immediately prior to the Change in Control, or
                in the case of a Default,  on the 31st day following the date of
                such written  notice,  make an irrevocable  contribution  to the
                Trust (as  hereafter  defined)  in the  amount  provided  for in
                Subsection  1(b) of the Trust  Agreement (as hereafter  defined)
                and (ii) shall be liable to pay the reasonable  attorneys'  fees
                and expenses  incurred by any such beneficiary in filing suit to
                enforce any provision of this  Subsection and  prosecuting  such
                claims should such  beneficiary be the prevailing  party in such
                litigation. Each Director shall be entitled to an immediate lump
                sum payment of the Retirement  Payments then  applicable to such
                person's  status pursuant to Subsection 4(a) and, if applicable,
                Subsection  4(b) of this Plan, in both cases without  regard and
                not subject to the lump sum  limitations of Section 4(d) of this
                Plan.  A former  Director  who has retired  prior to a Change in
                Control (or such Director's  spouse,  if such Director has died)
                shall  be  entitled  to an  immediate  lump sum  payment  of all
                Retirement  Payments to which such  Director was entitled  under
                Section  4 hereof  and  which  have not yet been  paid,  without
                regard and not  subject to the lump sum  limitations  of Section
                4(d) of this Plan.

        2.      Section 7 is restated as follows:

                7.      NO OBLIGATION TO MAINTAIN RESERVES.

                        The Company has executed an agreement,  as amended, with
                a Trustee (the "Trust  Agreement") to hold,  invest and disburse
                funds set aside for payments  required under the Plan.  However,
                except  as   provided   in   Subsection   5(e)  of  this   Plan,

                                      -1-
<PAGE>


                contributions  to the trust created by the Trust  Agreement (the
                "Trust") by the Company shall be in the  discretion of the Board
                of Directors.  Except as provided in Subsection 5(e), nothing in
                this Plan shall create an obligation  on the  Company's  part to
                set aside or earmark any monies or other assets specifically for
                the purposes of this Plan or to pay any specified  amount to the
                Trust.  To the extent that assets of the Trust are  insufficient
                to  meet  the  Company's   obligations   under  the  Plan,  such
                obligations  will  be  paid  out of  the  general  funds  of the
                Company.

        3.      This Amendment has been approved and authorized by the Company's
                Board of Directors by action taken as of the date hereof.


        IN WITNESS  WHEREOF,  the Company has caused its authorized  officers to
execute this Amendment on behalf of the Company.


WITNESS                                  MET-PRO CORPORATION


 /s/ Raymond J. De Hont                  BY: /s/ Gary J. Morgan
-----------------------------            ---------------------------------------
                                         Gary J. Morgan, Vice President--Finance





















                                      -2-

</TEXT>
</DOCUMENT>
