MET PRO CORP
EXHIBIT 10.M
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<TYPE>EX-10.M
<SEQUENCE>12
<FILENAME>exhibit10m.txt
<DESCRIPTION>EXHIBIT 10.M
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Exhibit 10(m)
                  MET-PRO CORPORATION PENSION RESTORATION PLAN
                   (As Established Effective February 1, 2000)



     This Met-Pro  Corporation Pension Restoration Plan (the "Restoration Plan")
is  established   effective  February  1,  2000  by  Met-Pro   Corporation  (the
"Company"),  a Delaware corporation,  for Eligible Executives who participate in
the Met-Pro  Corporation  Salaried  Pension Plan Amended and Restated  Effective
September 1, 1989 (the "Pension Plan") which Pension Plan is intended to satisfy
the requirements of the Internal Revenue Code of 1986, as amended (the "Code").

     1.  Purpose.  The  Restoration  Plan  shall  provide  for  the  payment  of
supplementary  benefits  primarily  to  compensate  William L. Kacin and Gary J.
Morgan (the "Eligible  Executives") for the amount of the reduction,  if any, in
his  benefits  under the Pension Plan on account of the  application  of Section
401(a)(17) or Section 415 of the Code.

     2. Plan Benefits.  The monthly benefit payable from the Restoration Plan to
the participant,  surviving  spouse,  or other  beneficiary will be equal to the
excess, if any, of (a) over (b), where:

          (a)  equals the benefit that would be payable to the individual  under
               the  Pension  Plan except  that the amount  determined  under (a)
               shall be determined as follows:

              (i)    the amount will be determined  without regard to the limits
                     of Section 401(a)(17) or Section 415 of the Code,

              (ii)   Average  Monthly  Compensation  shall be averaged  over the
                     sixty (60)  consecutive  months  which  produce the highest
                     monthly  average  compensation  within  the  last  ten (10)
                     calendar years of employment.  If the  participant has less
                     than sixty (60) months of employment, his Average

                                       -1-
<PAGE>
Exhibit 10(m)
                  MET-PRO CORPORATION PENSION RESTORATION PLAN


                     Monthly  Compensation  will be based  on all his  completed
                     months of service,


              (iii)  Average  Monthly  Compensation  shall  include the five (5)
                     highest  bonuses  paid in the last ten (10) year  period of
                     employment,

              (iv)   William L.  Kacin's  date of hire of November 17, 1975 will
                     be reflected in the  determination  of his years of service
                     for benefit calculation purposes, and

          (b)  equals the amount of benefit  actually  payable under the Pension
               Plan.

     Except  for  benefits  payable  as a result of a "Change  in  Control,"  as
defined in Section 7, the benefit  payable under this  Restoration  Plan will be
payable to the same  individual  as the benefit  payable under the Pension Plan,
will be payable under the same form of pension as the benefit  payable under the
Pension Plan, will be determined based on the same actuarial  assumptions  under
the Pension Plan (other than the actuarial  assumptions used to compute lump sum
payments)  and will  commence at the same date as the benefit  payable under the
Pension  Plan. A schedule of the benefits  payable under this  Restoration  Plan
will be  delivered to each  Eligible  Executive  as soon as  practicable  before
benefits commence.

     Terms will be as defined in this Restoration  Plan, or otherwise as defined
in the Pension Plan.

     3. Source of Benefits.  The benefits  payable  under the  Restoration  Plan
shall be paid exclusively from the Company's general assets. In this regard, the

                                       -2-
<PAGE>
Exhibit 10(m)
                  MET-PRO CORPORATION PENSION RESTORATION PLAN


Company  may create a grantor  trust  (within  the meaning of section 671 of the
Code) in connection with the Restoration  Plan to which it may from time to time
contribute  amounts to accumulate a reserve against its  obligations  hereunder.
Such  trust and any assets  held by such trust to assist the  Company in meeting
its  obligations  under the  Restoration  Plan shall conform to the terms of the
model trust as described in Internal  Revenue  Service  Procedure  92-64 (I.R.B.
1992-33).  Notwithstanding  the creation of such trust,  the benefits  hereunder
shall be a general  obligation  of the  Company.  Payment of benefits  from such
trust shall,  to that extent,  discharge  the Company's  obligations  under this
Restoration  Plan.  Eligible  Executives shall have only a contractual  right as
general  creditors of the Company to the amounts,  if any, payable hereunder and
such right shall not be secured by any assets of the Company.

     4.  Construction.  The Company intends the Restoration Plan to be a benefit
plan which is maintained  by an employer  primarily for the purpose of providing
deferred  compensation  for a select group of management  or highly  compensated
employees,  within the  meaning  of Title I of the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA"),  and any ambiguities in construction
shall be  resolved  in favor  of  interpretations  which  will  effectuate  such
intention. The Restoration Plan shall be governed by and construed in accordance
with the laws of  Pennsylvania  to the  extent  such laws are not  preempted  by
ERISA.

     5.  Administration  of the Restoration  Plan. The Restoration Plan shall be
administered  by the  Compensation  Committee  of the Board of  Directors of the
Company (the "Committee"), subject to the oversight of the Board of Directors of
the Company  (the  "Board").  The Board  shall have  authority  to make,  amend,
interpret  and  enforce  all   appropriate   rules  and   regulations   for  the
administration of the Restoration Plan and decide or resolve any and all

                                       -3-
<PAGE>
Exhibit 10(m)
                  MET-PRO CORPORATION PENSION RESTORATION PLAN


questions  including  interpretations  of the  Restoration  Plan as may arise in
connection  with the  Restoration  Plan. The Board shall  designate from time to
time those eligible for inclusion in the Restoration  Plan. The Board may employ
agents and  delegate to them such  administrative  duties as it sees fit and may
consult with  counsel who may be counsel to the Company.  The decision or action
of the Board in respect of any question arising out of or in connection with the
administration,  interpretation  and application of the Restoration Plan and the
rules and regulations  thereunder shall be final and conclusive and binding upon
all persons  having any interest  therein  subject to the claim and  arbitration
procedures contained in Section 9 hereof.

     6. Termination,  Suspension or Amendment.  The Board in its sole discretion
may terminate, suspend or amend the Restoration Plan at any time or from time to
time,  in  whole  or in  part,  provided,  however,  that no  such  termination,
suspension  or  amendment  shall  adversely  affect the  accrued  benefit of any
Eligible   Executive  of  the  Company,   their   surviving   spouses  or  other
beneficiaries who are then entitled to or receiving a benefit.

     7.  Acceleration  of  Payments.  In the event a "Change of  Control" of the
Company (as  hereinafter  defined) shall be deemed to occur (whenever such shall
occur,  and  whether or not the  Eligible  Executives  are then  employed by the
Company or shall be alive), all payments due to the Eligible  Executives,  their
surviving  spouses or other  beneficiaries  under this Restoration Plan shall be
accelerated and immediately  paid in a lump sum payment in an amount  determined
in accordance with the provisions of this Restoration Plan.

     The  aggregate  amount of all such lump sum  payments  shall be paid by the
Company to such Eligible Executives  immediately upon the occurrence of a change
in control,  to the extent not paid from a grantor trust (referred to in Section
3 hereof) established by the Company. The lump sum payment to each participant

                                       -4-
<PAGE>
Exhibit 10(m)
                  MET-PRO CORPORATION PENSION RESTORATION PLAN


and each other  individual  entitled to a benefit  under this  Restoration  Plan
shall be equal to the lump sum present value of the amount of the  participant's
or other individual's monthly benefit under the Restoration Plan,  determined as
of the date of the Change of Control,  in accordance  with the  methodology  set
forth in the Pension Plan,  except that the actuarial  factors used to calculate
the lump sum present  value will be the factors  used under the Pension  Plan to
calculate  actuarial  equivalence  or to  calculate  the  value  of a lump  sum,
whichever results in a greater benefit.

     The Company and, to the extent such benefit is funded under the trust,  the
trustee shall issue to each participant and each other individual  entitled to a
benefit the amount of lump sum payment  calculated  on their behalf  immediately
upon the Change of Control.

     In addition  to the lump sum payment  described  above,  the Company  shall
reimburse   each  Eligible   Executive,   their   surviving   spouses  or  other
beneficiaries  who receives  such a lump sum payment for any excise tax (and any
excise  tax due with  respect  to such  reimbursement)  imposed on such lump sum
payments  in  connection  with a change of control of the  Company  pursuant  to
Section 4999 of the Internal Revenue Code of 1986, as amended.

     For purposes of the Restoration Plan, a "Change of Control" shall be deemed
to occur;

          (a)  If any "person" or "group of  persons",  which person or group of
               persons  are not part of  present  management  and are  acting in
               concert (as the term  "person" is used in Section 13(d) and 14(d)
               of the  Securities  Exchange Act of 1934, as amended (the "Act"))
               becomes  the  "beneficial   owner"  (as  defined  in  Rule  13d-3
               promulgated under the Act) directly or indirectly of securities

                                       -5-
<PAGE>
Exhibit 10(m)
                  MET-PRO CORPORATION PENSION RESTORATION PLAN

               of the Corporation  representing  thirty (30%) percent or more of
               the combined voting power of the  Corporation's  then outstanding
               securities;  or

          (b)  If at any time there shall be a change in the  composition of the
               Corporation's  Board of Directors resulting in a majority of such
               Directors  as of the date  hereof no longer  constituting  such a
               majority;   provided,   however,   that  in   making   any   such
               determination  as  to  change  in  composition,  there  shall  be
               excluded any change where the new Director was elected by or upon
               recommendation of such present majority;

          (c)  If the  approval  by the  stockholders  of the  Corporation  of a
               reorganization,  merger  or  consolidation,  in each  case,  with
               respect to which persons who were stockholders of the Corporation
               immediately prior to such reorganization, merger or consolidation
               do not, immediately thereafter, own more than fifty (50%) percent
               of the  combined  voting  power  of the  reorganized,  merged  or
               consolidated  Corporation's then outstanding  securities entitled
               to vote generally in the election of Directors or with respect to
               a liquidation or  dissolution  of the  Corporation or the sale of
               all or substantially all of the Corporation's assets; or

          (d)  At any time that the  Corporation's  Board of  Directors,  in its
               sole  discretion,   determines  that  a  Change  in  Control  has
               occurred, regardless of whether such determination relates to any
               of the aforementioned events.

     8.  General  Conditions.  No interest of any person and no benefit  payable
hereunder  shall be  assigned  as  security  for a loan  and any such  purported

                                       -6-
<PAGE>
Exhibit 10(m)
                  MET-PRO CORPORATION PENSION RESTORATION PLAN


assignment  shall be null,  void and of no effect.  No such  interest or benefit
shall  be  subject  in any  manner,  either  voluntarily  or  involuntarily,  to
anticipation, sale, transfer, assignment or encumbrance by or through any person
and any such purported action shall be null, void and of no effect.

     No Eligible Executive and no other person shall have any legal or equitable
right  or  interest  in the  Restoration  Plan  which is not  expressly  granted
hereunder.  Participation  hereunder  does not give any  person  any right to be
retained in the  service of the  Company or to  continue in its employ,  and the
right  and power of the  Company  to  dismiss  or  discharge  any  executive  is
expressly reserved; provided that no such termination,  dismissal,  discharge or
severance  shall  affect any right of the  Eligible  Executives  to the benefits
hereunder.


     9.  Claim and  Arbitration  Procedures.  Claims  for  benefits  under  this
Restoration  Plan will be  adjudicated  in  accordance  with the benefit  claims
procedures  contained in the Pension  Plan. By accepting  participation  in this
Restoration  Plan, each Eligible  Executive agrees that any dispute not resolved
under the  benefit  claims  procedures  will be  submitted  to final and binding
arbitration with the American  Arbitration  Association in  Philadelphia,  PA in
accordance with the rules of the American Arbitration Association.  In the event
that an  Eligible  Employee  prevails  on any part of his  disputed  claim,  the
Company will reimburse or pay all the Eligible  Employee's costs of arbitration,
including attorney's fees.

     10. Effective Date. The effective date of this Restoration Plan is February
 1, 2000.

                                       -7-
<PAGE>
Exhibit 10(m)
                  MET-PRO CORPORATION PENSION RESTORATION PLAN


Executed this 17th day of August 2000.




                                             By: /s/ Gary J. Morgan
                                                 -------------------------------
                                                 Gary J. Morgan
                                                 Vice President - Finance



Attest: /s/ Marian Berkey
       -------------------------------
        Marian Berkey

                                      -8-
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