mpr20090417prox.htm

	401 (k)	401 (k)		Life
	Match	Discretionary	Car	Insurance	Disability	Total
Name	($)	($)	($)	($)	($)	($)

Raymond J. De Hont	$4,658	$9,252	$2,819	$1,620	$2,990	$21,339
Gary J. Morgan	3,159	9,217	1,955	1,069	2,757	18,157
Paul A. Tetley	4,272	6,460	1,007	911	2,462	15,112
Gennaro A. D’Alterio	3,667	3,667	3,126	765	2,046	13,271
Vincent J. Verdone	2,948	2,948	356	717	1,884	8,853

(5)	The amounts in column (h) represent the total of columns (c) through (g).

GRANTS OF PLAN-BASED AWARDS

The table below provides information about equity and non-equity awards granted to the named executive officers during the fiscal years 2009, 2008 and 2007.

(a)	(b)		(c)	(d)	(e)	(f)	(g)	(h)	(i)
						All Other
						Option		Grant
						Awards:	Exercise	Date Fair
	Fiscal					Number of	or Base	Value of	Grant
	Year		Estimated Future Payouts Under			Securities	Price of	Stock and	Date
	Ended/		Non-Equity Incentive Plan Awards			Underlying	Option	Option	Price of
	Grant		Threshold	Target	Maximum	Options	Awards	Awards	Options
Name	Date		($)	($)	($)	(#) (1)	($/Sh) (2)	($) (3)	($/Sh) (2)
Raymond J. De Hont	01/31/2009	(4)	$0	$170,500	$255,750	-	-	-	-
	01/31/2008	(4)	0	155,000	232,500	-	-	-	-
	01/31/2007	(4)	0	116,000	174,000	-	-	-	-
	12/03/2008		-	-	-	45,500	$11.345	$155,155	$12.100
	12/10/2007		-	-	-	45,500	11.750	139,230	11.960
	12/15/2006		-	-	-	46,667	10.900	141,050	10.910

Gary J. Morgan	01/31/2009	(4)	0	88,000	132,000	-	-	-	-
	01/31/2008	(4)	0	84,000	126,000	-	-	-	-
	01/31/2007	(4)	0	60,300	90,450	-	-	-	-
	12/03/2008		-	-	-	19,500	11.345	66,495	12.100
	12/10/2007		-	-	-	19,500	11.750	59,670	11.960
	12/15/2006		-	-	-	20,000	10.900	60,450	10.910

Paul A. Tetley	01/31/2009	(4)	0	65,590	98,385	-	-	-	-
	01/31/2008	(4)	0	63,700	95,550	-	-	-	-
	01/31/2007	(4)	0	52,500	78,750	-	-	-	-
	12/03/2008		-	-	-	13,000	11.345	44,330	12.100
	12/10/2007		-	-	-	13,000	11.750	39,780	11.960
	12/15/2006		-	-	-	13,334	10.900	40,300	10.910

Gennaro A. D’Alterio	01/31/2009	(4)	0	39,375	59,063	-	-	-	-
	12/03/2008		-	-	-	10,000	11.345	34,100	12.100
	12/10/2007		-	-	-	7,800	11.750	23,868	11.960

Vincent J. Verdone	01/31/2009	(4)	0	36,875	55,313	-	-	-	-
	01/31/2008	(4)	0	36,150	54,225	-	-	-	-
	01/31/2007	(4)	0	35,000	52,500	-	-	-	-
	12/03/2008		-	-	-	7,800	11.345	26,598	12.100
	12/10/2007		-	-	-	7,800	11.750	23,868	11.960
	12/15/2006		-	-	-	8,000	10.900	24,160	10.910

(1)	The amounts in column (f) represent the number of stock options granted on December 3, 2008, December 10, 2007 and December 15, 2006, as part of the fiscal years 2009, 2008 and 2007 long-term incentive award.

(2)	The amounts in column (g) represent the exercise price of the stock options, which was the fair market value on the date of grant, calculated by taking the average of the high and low trading values of the Company’s Common Shares on the New York Stock Exchange on the date of grant. The closing trade value on the Company’s Common Shares on the New York Stock Exchange on December 3, 2008, December 10, 2007 and December 15, 2006 was $12.10, $11.96 and $10.91, respectively, as presented in column (i).

(3)	The amounts in column (h) represent the fair value of the stock options granted on December 3, 2008, December 10, 2007 and December 15, 2006 as part of the fiscal years 2009, 2008 and 2007 long-term incentive award. The value is computed in accordance with SFAS No. 123(R), using a Black-Scholes option pricing model value of $3.41, $3.06 and $3.02 per option, respectively.

(4)	Columns (c), (d) and (e) show for each named executive officer the potential value of the payout of their fiscal years 2009, 2008 and 2007 annual incentive award if the threshold, target and maximum performance goals are satisfied. Annual incentive awards for fiscal years 2009, 2008 and 2007 were paid as follows, respectively, and are reported in column (e) of the Summary Compensation Table on page 16: Mr. De Hont, $77,167, $69,281 and $51,875; Mr. Morgan, $39,828, $37,838 and $26,920; Mr. Tetley, $0, $28,163 and $0; Mr. D’Alterio, $36,159, $25,848 and $0; and Mr. Verdone, $32,782, $0 and $0. The Management Incentive Plan is described in the Compensation Discussion and Analysis on pages 9-15.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table provides information on the holdings of stock options by the named executive officers at January 31, 2009.

(a)	(b)		(c)		(d)		(e)
	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($) (1)		Option Expiration Date (2)
Raymond J. De Hont		17,779		-		$5.5476		2/25/2012
		35,556		-		5.5181		2/24/2013
		44,446		-		9.6440		2/23/2014
		44,446		-		7.4110		2/22/2015
		45,334		-		9.0375		12/15/2015
		31,111		15,556		10.8975		12/15/2016
		15,166		30,334		11.7500		12/10/2017
		-		45,500		10.3450		12/03/2018

Gary J. Morgan		15,408		-		5.5476		2/25/2012
		17,779		-		5.5181		2/24/2013
		17,779		-		9.6440		2/23/2014
		17,779		-		7.4110		2/22/2015
		18,667		-		9.0375		12/15/2015
		13,333		6,667		10.8975		12/15/2016
		6,500		13,000		11.7500		12/10/2017
		-		19,500		11.3450		12/03/2018

Paul A. Tetley		9,956		-		4.1659		12/16/2009
		9,956		-		5.1047		2/26/2011
		9,956		-		5.5476		2/25/2012
		9,956		-		5.5181		2/24/2013
		17,779		-		9.6440		2/23/2014
		10,667		-		7.4110		2/22/2015
		10,667		-		9.0375		12/15/2015
		8,889		4,445		10.8975		12/15/2016
		4,332		8,668		11.7500		12/10/2017
		-		13,000		11.3450		12/03/2018

Gennaro A. D’Alterio		2,600		5,200		11.7500		12/10/2017
		-		10,000		11.3450		12/03/2018

Vincent J. Verdone		8,000		-		7.4110		2/22/2015
		8,000		-		9.0375		12/15/2015
		5,333		2,667		10.8975		12/15/2016
		2,600		5,200		11.7500		12/10/2017
		-		7,800		11.3450		12/03/2018

(1)	The exercise price of the stock options is the fair market value of the Company’s Common Shares on the date of grant, calculated by taking the average of the high and low price of the Company’s Common Shares on the New York Stock Exchange on the date of grant.

(2)	Options granted prior to fiscal year 2007 had a ten-year term and a vesting schedule of one-third on the date of grant, one-third at the completion of year one and one-third at the completion of year two. All options granted during the fiscal years 2009, 2008 and 2007 have a ten-year term and a vesting schedule of one-third per year over three years. The first vesting date for all options granted during the fiscal years 2009, 2008 and 2007 is on the first anniversary date of the grant and is for one-third of the options that were granted, and the options subsequently vest at a rate of one-third of the grant per year on the following two anniversary dates, subject to earlier termination as well as acceleration as elsewhere described.

OPTION EXERCISES AND YEAR END HOLDINGS

The following table provides information with respect to options exercised during the fiscal year ended January 31, 2009 by each of the named executive officers and the status of their options at January 31, 2009. In accordance with SEC rules, values are calculated by subtracting the exercise price from the average of the high and low prices of the Company’s Common Shares as reported by the New York Stock Exchange on the date of exercise, in the case of exercise, or on January 31, 2009, in the case of fiscal year-end values.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

Value of Unexercised

Option Awards

Number of Unexercised

In-The-Money

Number of Shares

Value Realized

Options at FY-End

Acquired on Exercise

on Exercise

(#)

($) (1)

Name

(#)

($)

Exercisable

Unexercisable

Exercisable

Unexercisable

Raymond J. De Hont	27,735	$302,717	233,838	91,390	$595,048	$972
Gary J. Morgan	28,564	314,751	107,245	39,167	303,361	417
Paul A. Tetley	-	-	92,158	26,113	316,320	278
Gennaro A. D’Alterio	-	-	2,600	15,200	-	-
Vincent J. Verdone	-	-	23,933	15,667	44,105	167

(1)	Market value of shares covered by in-the-money options on January 31, 2009 less option exercise price. Options are in-the-money if the market value of the shares covered thereby is greater than the option exercise price.

PENSION BENEFITS

Defined Contribution Plan

Effective April 1, 1999, the Company implemented a Defined Contribution Plan (the “401(k) Plan”). All employees of the Company in the United States are eligible to participate in the 401(k) Plan following completion of one year of service and attaining age 21. Pursuant to this plan, employees can contribute up to 25% of their compensation to the Plan. The Company will match, in the form of Met-Pro Common Shares, up to 50% of the employee’s contribution up to 4% of compensation. Effective January 1, 2007, the Company added a discretionary contribution to the Plan for non-bargaining unit employees in the United States in lieu of the Defined Benefit Plan, which was frozen on December 31, 2006, and accelerated the eligibility to participate in the 401(k) Plan from the completion of one year of service to six-months of service. The discretionary contribution is (i) 2% for employees under 45 years old or with less than five years of service, (ii) 3% for employees 45 years or older and between five to nine years of service, or (iii) 4% for employees 45 years or older and with ten or more years of service. The levels of discretionary contribution will not change with the employee’s age or years of service going forward and all future eligible new hires after April 15, 2006 will receive a discretionary contribution at the 2% level. During the Company’s fiscal years ended January 31, 2009, 2008 and 2007, the Company made contributions to the 401(k) Plan in the amount of $13,910, $19,079 and $5,378 for Raymond J. De Hont, $12,376, $13,493 and $5,049 for Gary J. Morgan, $10,732, $9,085 and $4,395 for Paul A. Tetley, $7,334, $6,023 and $2,721 for Gennaro A. D’Alterio, $5,896, $5,776 and $2,450 for Vincent J. Verdone, and $66,746, $70,317 and $26,264 for all executive officers as a group (7 persons).

Salaried Employee Stock Ownership Plan

Pursuant to the Company’s Salaried Employee Stock Ownership Plan (the “Ownership Plan”), the Company may make discretionary contributions to the Company’s Salaried Employee Stock Ownership Trust (the “Trust”) either in cash or in Company Common Shares. The Trust uses the cash contributions and dividends received to purchase shares of the Company’s Common Shares. All full-time salaried employees who are at least 21 years of age and who have been employed by the Company on a full-time basis for at least one year are eligible to participate in the Ownership Plan. All shares acquired by the Trust are allocated to the accounts of eligible employees based on their respective salaries. Employees nearing retirement have discretion to diversify a portion of their investment. There were no contributions by the Company to the Employee’s Stock Ownership Trust during the fiscal years ended in 2009, 2008 and 2007, and the Company does not presently expect to make any future contributions to the Trust.

Pension Plans

The Salaried Pension Plan (the “Retirement Plan”) is a funded, tax-qualified noncontributory defined benefit pension plan that covers certain employees, including the named executive officers. Benefits under the Retirement Plan are calculated as an annuity of one percent of the participant’s final average earnings for the five highest consecutive years of the last ten years multiplied by years of service. Earnings covered by the Retirement Plan include annual salary and non-equity incentive paid pursuant to the Company’s Management Incentive Plan. The amount of annual earnings that may be considered in calculating benefits under the Retirement Plan is limited by law. For the fiscal year ended 2009, the annual limitation was $230,000.

Effective February 1, 2000, the Board of Directors adopted a Non-Qualified Pension Restoration Plan for Mr. Morgan. Mr. De Hont was added to the Non-Qualified Pension Restoration Plan effective February 1, 2001. The Non-Qualified Pension Restoration Plan is an unfunded supplemental plan that provides, out of the Company’s general assets, an amount substantially equal to the difference between the amount that would have been payable under the Retirement Plan, in the absence of legislation limiting pension benefits and earnings that may be considered in calculating pension benefits, and the amount actually payable under the Retirement Plan. As noted earlier in this Report, the accrual of future benefits under the Non-Qualified Pension Restoration Plan was frozen as of May 1, 2008, when the SERP took effect.

The purpose of the SERP is to provide supplemental retirement benefits to senior executives of the Company and others, presently totaling eleven persons, including the Company’s Chief Executive and Chief Financial Officers, as determined by the Company’s Board of Directors. During the fiscal year ended January 31, 2009, the Company made annual contributions to the SERP in order to provide participants with up to 30% to 60% of projected retirement age compensation (based upon base salary) assuming thirty years of service to the Company, after taking into account all Company-provided retirement income as well as the employee’s social security benefit at a defined age. The contributions to the SERP for Messrs. De Hont, Morgan, Tetley, D’Alterio and Verdone amounted to $117,372, $65,406, $17,728, $0 and $0, respectively, in the fiscal year ended January 31, 2009.

The following table shows the estimated annual Retirement Plan and Pension Restoration Plan benefits on a straight life (no death benefit) basis payable for various earnings levels upon retirement at age 65, after 15, 20, 25, 30 and 35 years of credited service to the Company:

		Years of Service
Five Year Average Earnings		15	20	25	30	35
$100,000		$15,000	$20,000	$25,000	$30,000	$35,000
125,000		18,750	25,000	31,250	37,500	43,750
150,000		22,500	30,000	37,500	45,000	52,500
170,000		25,500	34,000	42,500	51,000	59,500
175,000		26,250	35,000	43,750	52,500	61,250
200,000		30,000	40,000	50,000	60,000	70,000
230,000	(1)	34,500	46,000	57,500	69,000	80,500
250,000		37,500	50,000	62,500	75,000	87,500
300,000		45,000	60,000	75,000	90,000	105,000
350,000		52,500	70,000	87,500	105,000	122,500
400,000		60,000	80,000	100,000	120,000	140,000
450,000		67,500	90,000	112,500	135,000	157,500
500,000		75,000	100,000	125,000	150,000	175,000

(1)	Internal Revenue Code Section 401(a)(17) limits on earnings used to calculate the Retirement Plan benefits amounted to $230,000, $225,000 and $220,000 for fiscal years 2009, 2008 and 2007, respectively.

As of January 31, 2009, Messrs. De Hont, Morgan, Tetley, D’Alterio and Verdone accrued the years of credited service under the Retirement and Pension Restoration Plans as shown in the table below.

The following table shows, as to each of the named executive officers, (1) the number of years of Credited Service as of January 31, 2009 (measurement date of plans), (2) the present value of the accumulated benefit and (3) the payments during the last fiscal year.

(a)	(b)	(c)		(d)		(e)
		Number of Years		Present Value of		Payments During
		Credited Service		Accumulated Benefit		Last Fiscal Year
Name	Plan Name	(#) (1)		($) (2)		($)
Raymond J. De Hont	Retirement Plan		11.50		$108,958		$0
	Pension Restoration Plan		12.83		99,572		0
Gary J. Morgan	Retirement Plan		26.75		222,674		0
	Pension Restoration Plan		28.08		64,737		0
Paul A. Tetley	Retirement Plan		9.92		54,993		0
Gennaro A. D’Alterio	Retirement Plan		11.42		16,745		0
Vincent J. Verdone	Retirement Plan		1.92		19,193		0

(1)	Based upon the pension plans’ measurement date of January 31, 2009.

(2)	The amounts in column (d) represent the present value of accumulated benefits for the period ended January 31, 2009. The actuarial values were based on the mortality table and discount rate assumptions used in the calculation in the “Employee Benefit Plans” footnote in the Company’s audited financial statements for the fiscal year ended January 31, 2009 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 10, 2009.

POTENTIAL PAYMENTS UPON TERMINATION

OR CHANGE OF CONTROL

Mr. De Hont is party to a Second Amended and Restated Key Employee Severance Pay Agreement dated as of December 3, 2008 with the Company which provides that in the event of a “change of control” and the “involuntary termination of his employment” within eighteen months thereafter, the Company shall pay him an amount that is equal to twenty-four months of his base salary in effect at the time that a change of control occurs. Payment shall be made in full at the time of final payment of his regular compensation. Mr. De Hont’s current base annual salary, effective February 1, 2009, is $375,000.

A “change in control” shall be deemed to have occurred as of the date on which any of the following events shall occur: (i) any “person” or “group of persons acting in concert”, who are not part of the present management, becomes the “beneficial owner”, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) there shall be a change in the composition of the Company’s Board of Directors so that a majority of the Directors in office on the effective date of the Key Employee Severance Pay Agreement no longer constitute a majority of the Board of Directors; provided, however, that any Director elected upon the recommendation of the then present majority shall be considered to be a part of the present majority; or (iii) if the shareholders approve of (a) a reorganization, merger, or consolidation, in each case with respect to which persons who were shareholders of the Company immediately prior to such transaction do not, immediately thereafter, own more than 50% 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 (b) the liquidation or dissolution of the Company or (c) the sale of all or substantially all of the Company’s assets; or (iv) there shall be a change of control as defined by any other agreement or plan to which the Company is a party.

“Involuntary termination of employment” means termination without “cause” (as defined), or termination of employment by Mr. De Hont for “good reason” (as defined).

Mr. De Hont has agreed that in consideration of the granting of the benefits under the agreement, he will continue to use his best efforts to perform his duties as assigned to him by the Company, and that in the event a change of control is pending or threatened, he will not voluntarily terminate his employment prior to the actual change of control but will continue to perform his duties in the same manner and with the same effort as he had employed prior to the occurrence of such events.

Mr. Morgan is also party to a Second Amended and Restated Key Employee Severance Pay Agreement on terms that are identical to those to which Mr. De Hont is party, except that the amount of compensation is equal to eighteen months of his base salary in effect at the time of the change of control. Mr. Morgan’s current base annual salary, effective February 1, 2009, is $227,700.

None of the other named executive officers are party to a Key Employee Severance Pay Agreement or other similar agreement with respect to the termination of employment following a change in control.

The Company’s stock option agreements provide for the acceleration and immediate vesting of all unvested stock options upon a “change of control”, which is defined in the same way as such term is defined in the Key Employee Severance Pay Agreement. The following table summarizes the potential payments and intrinsic value (the value based upon the fiscal-year end closing price of $10.96 per Common Share minus the stock option exercise price) derived from the accelerated vesting of stock options upon a change of control termination if it hypothetically were to have occurred on January 31, 2009, the last day of our fiscal year:

	Key	Accelerated
	Employee	Vesting of	Total
Name	Severance	Options	($)
Raymond J. De Hont	$750,000	$0	$750,000
Gary J. Morgan	341,550	-	341,550
Paul A. Tetley	-	-	-
Gennaro A. D’Alterio	-	-	-
Vincent J. Verdone	-	-	-

CERTAIN BUSINESS RELATIONSHIPS

The Company has no transactions or other payments to disclose under this heading under applicable SEC rules for the fiscal year 2009.

DIRECTOR COMPENSATION

The Company’s compensation philosophy for non-employee Directors is consistent with the philosophy established for the Company’s named executive officers. The compensation program is designed to attract and retain Directors with the necessary experience to represent the Company’s shareholders and to advise the Company’s executive management. It is also important that the compensation program aligns the Board of Directors with the interests of long-term shareholders. The Company uses a combination of cash and stock options to compensate Directors, and targets compensation survey data from the companies included in the Compensation Peer Group discussed in the Compensation Discussion and Analysis section of this proxy statement, as well as similar industry segments and industry in general.

Cash Compensation Paid to Board Members and for Committee Participation

For fiscal year 2009, members of the Board who were not employees of the Company received an annual cash retainer of $10,000, paid in quarterly increments. In addition, the Chair of the Compensation and Management Development Committee received an annual cash retainer in the amount of $3,500, the Chair of the Audit Committee received an annual cash retainer in the amount of $7,500 and the Chair of the Corporate Governance and Nominating Committee received an annual retainer in the amount of $1,500. Directors also receive a fee of $1,250 per day for each day during which one or more Board meetings are attended (including telephonic meetings as to which the workload, in preparation of the meeting or otherwise, justifies the payment, in the view of the Chairman), and $800 per day for each day in which Committee meetings are attended (including telephonic meetings as to which the workload, in preparation of the meeting or otherwise, justifies the payment, in the view of the Chairman). Effective February 1, 2007, members of the Board received quarterly payments distributed in advance by the Company of amounts due for Board and Committee membership and attendance. Directors who are employees of the Company receive no compensation for their service as Directors.

Option Awards Paid to Board Members

The non-employee Directors are paid an annual stock option grant on terms that are intended to be substantially similar to the terms of the options granted to the Company’s executive officers. The option terms, which the Board has the authority to change from time to time, subject to the terms of the Company’s stock option plans, in general, are as follows: an exercise price that is equal to the average of the high and low price of the Company’s Common Shares on the date of grant; a vesting period of three years; provided, however, any unvested portion of the option shall become immediately exercisable in the event of a “change of control”; death; permanent and total disability; and any other cessation or termination of services as a director (other than as a result of removal for cause), provided, however, that only such portion of the option that was granted more than one year prior to such cessation or termination shall become exercisable upon such cessation or termination. The duration of the option shall be for up to ten years, subject to earlier termination under various conditions. If the Director ceases to serve as such due to retirement, resignation, change of control, or for other reasons other than certain “bad” acts such as removal for cause, the option may be exercised until the earlier of two years after such cessation of services or ten year anniversary of the grant date. The grant date is typically the same date as the date that options are granted to the Company’s senior employees. Consistent with this, in December 2008, the Committee approved a stock option award of 13,000 shares to four non-employee Directors, except Dr. Lawley who is retiring effective June 3, 2009. The exercise price of the 2008 grant was $11.345 per share, which is the average of the high and low of the Company’s Common Shares as quoted on the New York Stock Exchange on the date of the grant.

Directors’ Retirement Plan

The Board’s current policy as to an annual grant of options for non-employee Directors was intended to replace participation by non-vested Directors in the Directors’ Retirement Plan that the Board had established in 1994 (the “Directors’ Plan”). Of the Company’s current Directors, only Dr. Lawley will receive benefits in the future under the Directors’ Plan as a result of the fact that each such person was vested as of December 16, 1999, the date of the Board’s action on this plan. The accrual of benefits under the Directors’ Plan for Dr. Lawley ceased as of December 16, 1999, in that Dr. Lawley elected to receive options as aforementioned for continued service as Director in lieu of participation under the Directors’ Plan. The Directors’ Plan, which was established in 1994, provides that Directors who have completed six years of service will be eligible to receive deferred compensation after they cease to serve or reach age 70, whichever last occurs. Payment will be made in annual installments based on $1,000 for each year of service as a Director, up to a maximum of $10,000 and for a period equal to the length of service, up to a maximum of 15 installments. Directors who have served as a Chief Executive Officer for at least six years will be eligible to receive additional annual deferred compensation at the rate of $1,000 for each year of service as an officer and/or Director, up to a maximum of $20,000, for a period equal to the length of such service, up to twenty years. In the event of death before payments have been completed, the remaining annuity payments will be paid to the Director’s surviving spouse. If there is no surviving spouse, a lump sum payment will be paid to the Director’s estate equal to the sum of ten annual retirement payments, less the total paid prior to death.

The Directors’ Plan further provides that if a Director’s services are terminated upon or after a “change in control” of the Company, the Director is entitled to an immediate lump sum payment of the benefits then applicable to such Director, and future payments due under the Plan to former Directors shall be accelerated and shall be immediately due and payable. For purposes of the Plan, a “change in control” shall be deemed to occur if any person or group of persons as defined shall become the beneficial owner of 30% or more of the Company’s voting securities, or there shall be a change in the majority composition of the Company’s Board of Directors, or the shareholders of the Company shall approve a merger or other similar reorganization in which the persons who were shareholders of the Company prior to such merger do not immediately thereafter own more than 50% of the voting securities of the Company, or in the event of a change of control as defined in any other agreement or plan of the Company. There are additional provisions to vest stock options upon death, disability, retirement and cessation of the Director’s services.

DIRECTOR SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation earned by each Director during the fiscal year 2009.

(a)	(b)	(c)	(d)	(e)
			Change in
			Pension Value
			Nonqualified
			Deferred
	Fees Earned or	Option	Compensation
	Paid in Cash	Awards	and Earnings	Total
	($) (1)	($) (2)	($) (3)	($) (1)
George H. Glatfelter II	$29,550	$25,044	$0	$54,594
Alan Lawley, Ph.D. (5)	25,700	25,044	6,664	57,408
Nicholas DeBenedictis	29,225	25,044	0	54,269
Michael J. Morris	37,200	25,044	0	62,244
Constantine N. Papadakis, Ph.D.	28,850	25,044	0	53,894
Judith A. Spires (6)	0	0	0	0

(1)	The amounts in column (b) represent fees paid for board retainers, committee retainers, board meetings and committee meetings.

(2)	The amounts in column (c) represent the dollar amount recognized for financial statement reporting purposes for the fiscal year ended January 31, 2009, in accordance with SFAS No. 123(R) for stock options, regardless of when the options were granted, and include amounts from awards granted prior to the fiscal year 2009. The fair value of these awards is based on the Black-Scholes option pricing model on the date of grant. Assumptions used in the calculation of these amounts are included in the “Stock-Based Compensation” footnote to the Company’s audited financial statements for the fiscal year ended January 31, 2009 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 10, 2009.

(3)	The amounts in column (d) represent the actuarial increase in the present value of benefits under the Directors’ Retirement Plan for Dr. Lawley as described in the Directors’ Retirement Plan section on page 22. No other Director is vested in this plan.

(4)	The amounts in column (e) represent the total of columns (b), (c) and (d).

(5)	Dr. Lawley will be retiring as a Director on June 3, 2009. Reported compensation reflects amounts earned or accrued during fiscal year 2009.

(6)	Ms. Spires was appointed a Director in January 2009.

(7)	The following table provides information on the holdings of stock options by each Director at January 31, 2009.

(a)	(b)		(c)		(d)		(e)
	Option Awards
	Number of		Number of
	Securities		Securities
	Underlying		Underlying
	Unexercised		Unexercised		Option
	Options		Options		Exercise		Option
	(#)		(#)		Price		Expiration
Name	Exercisable		Unexercisable		($) (8)		Date (9)
George H. Glatfelter II		12,446		-		$7.4110		2/22/2015
		13,334		-		9.0375		12/15/2015
		8,889		4,445		10.8975		12/15/2016
		4,333		8,667		11.7500		12/10/2017
		-		13,000		11.3450		12/03/2018

Alan Lawley, Ph.D.		4,446		-		9.0375		12/15/2015
		8,889		4,445		10.8975		12/15/2016
		4,333		8,667		11.7500		12/10/2017

Nicholas DeBenedictis		5,556		4,445		10.8975		12/15/2016
		4,333		8,667		11.7500		12/10/2017
		-		13,000		11.3450		12/03/2018

Michael J. Morris		12,446		-		9.6440		2/23/2014
		13,334		-		9.0375		12/15/2015
		8,889		4,445		10.8975		12/15/2016
		4,333		8,667		11.7500		12/10/2017
		-		13,000		11.3450		12/03/2018

Constantine N. Papadakis, Ph.D.		12,446		-		7.4110		2/22/2015
		13,334		-		9.0375		12/15/2015
		8,889		4,445		10.8975		12/15/2016
		4,333		8,667		11.7500		12/10/2017
		-		13,000		11.3450		12/03/2018

(8)	The exercise price of the stock options is the fair market value of the Company’s Common Shares on the date of grant, calculated by taking the average of the high and low price of the Company’s Common Shares on the New York Stock Exchange on the date of grant.

(9)	Options granted prior to fiscal year 2007 had a ten-year term and a vesting schedule of one-third on the date of grant, one-third at the completion of year one and one-third at the completion of year two. All options granted during the fiscal years 2009, 2008 and 2007 have a ten-year term and a vesting schedule of one-third per year over three years. The first vesting date for all options granted during the fiscal years 2009, 2008 and 2007 is on the first anniversary date of the grant and is for one-third of the options that were granted, and the options subsequently vest at a rate of one-third of the grant per year on the following two anniversary dates, subject to earlier termination as well as acceleration as elsewhere described.

The following table shows, as to each Director who is eligible for pension plan benefits, (1) the number of years of Credited Service as of January 31, 2009 (measurement date of plans), (2) present value of the accumulated benefit and (3) the payments during the last fiscal year.

Directors’ Retirement Plan

9.00

$59,774

(1)	Based upon the pension plans’ measurement date of January 31, 2009.

(2)	The amount in column (d) represents the present value of accumulated benefits for the period ended January 31, 2009. The actuarial values were based on the mortality table and discount rate assumptions used in the calculation in the “Employee Benefit Plans” footnote in the Company’s audited financial statements for the fiscal year ended January 31, 2009 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 10, 2009.

The Board receives recommendations periodically from the Compensation and Management Development Committee as to appropriate policies on Directors’ compensation, and may make changes from time to time based upon such recommendations. In February 2009, the Committee reviewed Director and committee compensation, and took no action with respect to any change in compensation.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors consists of three Directors, all of whom are independent in accordance with New York Stock Exchange listing standards, the rules of the SEC applicable to audit committee members and the Company’s Corporate Governance Guidelines.

The current charter of the Audit Committee of the Board specifies that the purpose of the Audit Committee is to assist the Board in its oversight of:

♦	the integrity of the Company’s financial statements and internal controls;
♦	the Company’s compliance with legal and regulatory requirements;
♦	the qualifications and independence of the Company’s independent registered public accountants; and
♦	the performance of the Company’s internal audit function and the independent registered public accountants.

The full text of the Audit Committee’s charter is available on our Company’s website at www.met-pro.com under the “Investor Relations – Corporate Governance” captions. A copy of the entire charter may also be obtained upon request from the Company’s Corporate Secretary.

The Company’s management is responsible for preparing the Company’s financial statements and systems of internal control and the independent registered public accountants are responsible for auditing those financial statements and expressing their opinion as to whether the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in conformity with generally accepted accounting principles. The Audit Committee is responsible for overseeing the conduct of these activities by the Company’s management and the independent registered public accountants.

As a part of its oversight of the Company’s financial statements, the Audit Committee met four (4) times during the fiscal year 2009 to review and discuss, with both management and the Company’s independent registered public accountants, all annual and quarterly financial statements prior to their issuance. Management represented to the Audit Committee that each set of the Company’s consolidated financial statements reviewed were prepared in accordance with generally accepted accounting principles, and reviewed significant accounting and disclosure issues with the Committee. The Audit Committee held discussions with the independent registered public accountants on matters required to be discussed pursuant to Statement on Auditing Standards No. 114 (Communications with Those Charged with Governance), as amended (AICPA Professional Standards, Vol. 1 AU section 380), as adopted by the Public Accounting Oversight Board in Rule 3200T, including the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the Company’s financial statements. The Committee also discussed with the Company’s independent registered public accountants matters relating to their independence, including a review of audit and non-audit engagement fees and the written disclosures from the Company’s independent registered public accountants to the Committee pursuant to Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).

The Audit Committee, prior to the commencement of the audit, discussed with the Company’s independent registered public accountants the overall scope and plans for its audit. The Committee also met with the independent registered public accountants to discuss the results of its examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions with management and the independent registered public accountants referred to above, the Audit Committee recommended to the Board of Directors on March 27, 2009, and the Board has approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, for filing with the SEC. The Audit Committee also recommended to the Board of Directors, and the Board has approved, the selection of Margolis & Company P.C. as the Company’s independent registered public accountants for the fiscal year ending January 31, 2010.

Submitted by the Audit Committee,

	Michael J. Morris (Chairman)
	Nicholas DeBenedictis
	Alan Lawley, Ph.D.
March 27, 2009

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Unless instructed to the contrary, the persons named in the enclosed proxy intend to vote the same in favor of the ratification of the selection of Margolis & Company P.C. as independent registered public accountants to the Company to serve for the fiscal year ending January 31, 2010, unless such engagement shall be earlier terminated. That firm, which has acted as independent auditor of the Company since 1971, has reported to the Company that none of its members have any direct financial interest or material indirect financial interest in the Company.

A representative of Margolis & Company P.C. is expected to attend the meeting and have an opportunity to make a statement and/or respond to appropriate questions from shareholders.

The approval of the ratification of the selection of Margolis & Company P.C. requires the affirmative “FOR” vote of a majority of the shares which are present in person or by proxy at the Annual Meeting and which are actually cast on such proposal.

The Board of Directors recommends a vote FOR the ratification of the selection of Margolis & Company P.C. as independent registered public accountants for the fiscal year ending January 31, 2010.

OUR RELATIONSHIP WITH OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Under its charter, the Audit Committee must pre-approve all engagements of our independent registered public accountants unless an exception to such pre-approval exists under the Securities Exchange Act of 1934 or the rules of the SEC. It is the Committee’s practice each year to approve the independent registered public accountants’ retention to audit our financial statements, including the associated fee, before the filing of the preceding year’s Annual Report on Form 10-K. The Audit Committee evaluates other known potential engagements by the Company of the independent registered public accountants, including the scope of the work proposed to be performed and the proposed fees, and to approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public accountants’ independence from management. At each subsequent Audit Committee meeting, the Committee expects to receive updates on the services actually provided by the independent registered public accountants, and management may present additional services for approval. These might, for example, be services for due diligence for an acquisition that would not have been known earlier in the fiscal year. The Audit Committee has the discretion to delegate to its Chairman the authority to evaluate and approve engagements on behalf of the Committee in the event that a need arises for pre-approval between Committee meetings. If the Chairman approves any such engagements, he or she will report that approval to the Committee at the next Committee meeting.

Since May 6, 2003, the effective date of the SEC rules stating that an auditor is not independent of an audit client if services that it provides to the client are not appropriately approved, there have been no new non-audit engagements of Margolis & Company P.C. that have not been appropriately approved by the Audit Committee.

Audit and Other Fees

The following table presents fees for professional audit services rendered by Margolis & Company P.C. for the audit of the Company’s annual financial statements for the fiscal years ended January 31, 2009 and 2008, and fees billed for other services rendered by Margolis & Company P.C. during those periods.


	2009	2008
Audit fees (1)	$195,940	$213,750
Audit related fees (2)	20,080	22,000
Tax fees (3)	50,280	65,000
All other fees (4)	25,700	-
Total	$292,000	$300,750

(1)

Audit fees consisted of audit work performed on the Company’s annual consolidated financial statements and the reviews of Quarterly Reports on Form 10-Q, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits. In the fiscal year ended January 31, 2009, audit fees also include fees for the audits of the effectiveness of internal control over financial reporting. In the fiscal year ended January 31, 2008, audit fees also include fees for the audit of (i) the effectiveness of internal control over financial reporting and Form 10-K and 10-K/A for the fiscal year ended January 31, 2007 and reviews of Form

		10-Q/A for the quarters ended October 31, July 31, April 30, 2007 and October 31, 2006, and (ii) management’s assessment of the effectiveness of internal control over financial reporting.

	(2)	Audit related fees consisted of audit work performed on employee benefit plans.

	(3)	Tax fees consisted principally for services related to the preparation of the corporate income tax returns and assistance with Internal Revenue Service examinations.

	(4)	The Company’s Audit Committee engaged Margolis & Company P.C. for due diligence services in connection with a potential acquisition during the fiscal year ended January 31, 2009.

All services rendered by Margolis & Company P.C. in the fiscal year ended January 31, 2009 were permissible under applicable laws and regulations, and were pre-approved by the Audit Committee. The Audit Committee pre-approval policy is set forth in the “Audit Committee Charter” which is available on our Company website at www.met-pro.com under the “Investor Relations – Corporate Governance” captions. A copy of the entire charter may also be obtained upon request from the Company’s Corporate Secretary.

PROPOSAL NO. 3

OTHER BUSINESS

The Board of Directors is not aware of any other matters that will be presented for voting by shareholders at the Annual Meeting. However, if any other matters properly come before the meeting, it is the intention of the persons named in the enclosed proxy to vote said proxy in accordance with their judgment in such matters.

SHAREHOLDER PROPOSALS

Any shareholder wishing to submit a proposal for inclusion in the written proxy statement for the 2010 Annual Meeting of Shareholders must submit the proposal to Gary J. Morgan, Secretary, Met-Pro Corporation, 160 Cassell Road, P.O. Box 144, Harleysville, PA 19438 prior to December 22, 2009 in order to be considered for inclusion in the written proxy statement. The submission of such proposals by shareholders and the consideration of such proposals by the Company for inclusion in next year’s proxy statement and form of proxy are subject to applicable rules and regulations of the SEC.

Shareholders who wish to present a Director nomination or any other business at the 2010 Annual Meeting of Shareholders, which the Company expects to hold on June 2, 2010, are required by the Company’s Bylaws to notify the Secretary in writing between February 3, 2010 and March 5, 2010. The notice from the shareholder must provide certain information that is described in Section 2.3 of the Company’s Bylaws. A copy of these Bylaw requirements will be provided upon written request to the Secretary at the address given in the preceding paragraph, and the notice to the Secretary containing the required information should be sent to this address as well. The Company is not required to include in its written proxy statement nominations and proposals that are not properly submitted as described in this paragraph.

The Company retains discretion to vote proxies it receives with respect to proposals received after March 5, 2010. The Company retains discretion to vote proxies it receives with respect to proposals received prior to March 5, 2010, provided (i) the Company includes in its proxy statement advice on the nature of the proposal and how it intends to exercise its voting discretion, and (ii) the proponent does not issue his or her own proxy statement.

	Gary J. Morgan
	Secretary

Harleysville, Pennsylvania
April 17, 2009

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 31, 2009, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH REPORT SHOULD BE DIRECTED TO GARY J. MORGAN, SECRETARY, MET-PRO CORPORATION, 160 CASSELL ROAD, P.O. BOX 144, HARLEYSVILLE, PENNSYLVANIA 19438.

o	Preliminary Proxy Statement

o	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Pursuant to §240.14a-12

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Amount previously paid:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:


o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing party:

	(4)	Date filed:

			FIRST YEAR
			OF SERVICE
NAME	AGE	PRINCIPAL OCCUPATION	AS A
			DIRECTOR

		NOMINEES FOR TERMS TO EXPIRE IN 2012

George H. Glatfelter II	57	Mr. Glatfelter is Chairman of the Board and Chief Executive Officer of P. H. Glatfelter Company, positions that he has held for more than five years. P. H. Glatfelter Company, located in York, Pennsylvania, a global manufacturer of specialty papers and engineered products, is a public company whose shares are listed on the New York Stock Exchange (see www.Glatfelter.com). Mr. Glatfelter is also a Director of the National Council for Air and Stream Improvements, and the Alliance for the Chesapeake Bay. Currently, Mr. Glatfelter is the Chairman of the Company’s Compensation and Management Development Committee and also serves on the Corporate Governance and Nominating Committee.	2004

Gary J. Morgan	54	Mr. Morgan is Senior Vice President-Finance, Secretary, Treasurer, and Chief Financial Officer of the Company. He was appointed Senior Vice President-Finance in June 2006, prior to which, since October 1997, he was Vice President-Finance, as well as Secretary, Treasurer and Chief Financial Officer. He is a Certified Public Accountant. Immediately prior to October 1997, Mr. Morgan was the Corporate Controller of the Company. He has been employed by the Company since 1980.	1998

			FIRST YEAR
			OF SERVICE
NAME	AGE	PRINCIPAL OCCUPATION	AS A
			DIRECTOR

		DIRECTORS WHOSE TERMS EXPIRE IN 2010

Raymond J. De Hont	55	Mr. De Hont was elected Chairman of the Board of Directors in September 2003 and appointed President and Chief Executive Officer effective March 1, 2003. In February 2003, the Board of Directors appointed Mr. De Hont a Director of the Company. From June 2000 until March 2003, Mr. De Hont was the Chief Operating Officer of the Company, and from June 1995 through December 2000, he was Vice President and General Manager of the Company’s Fybroc Division. In addition, during the period October 1999 to December 2000, Mr. De Hont also served as General Manager of the Company’s Dean Pump business unit.	2003

Nicholas DeBenedictis	63	Mr. DeBenedictis is Chairman of the Board, Chief Executive Officer and President of Aqua America, Inc. (formerly Philadelphia Suburban Corporation), positions that he has held for more than five years. Aqua America is one of nation’s largest U.S. based publicly-traded (New York Stock Exchange) water utilities, serving approximately 2.5 million customers (see www.aquaamerica.com). Mr. DeBenedictis is also a Director of P.H. Glatfelter Company and Exelon Corporation, as well as a member of the Board of Trustees of Drexel University. Currently, Mr. DeBenedictis is the Chairman of the Company’s Corporate Governance and Nominating Committee and also serves on the Audit Committee. Mr. DeBenedictis is also the Presiding Independent Director of the Executive Sessions of the Board.	1997

Judith A. Spires	56	Ms. Spires, who was appointed to the Board in January 2009, is the President of Acme Markets, Inc., a Pennsylvania-based retail grocery chain, a position which she has held for three years. Prior to being named to her current position, Ms. Spires served as President of the Dallas/Fort Worth Division of Albertsons, Inc. for two years, after having served as President of Albertsons, Inc.'s Denver Division. Ms. Spires' previous experience also includes a variety of roles for Acme including: Senior Vice President of Marketing and Merchandising, Vice President of Integration, Vice President-Operations, Vice President-Human Resources, Vice President-Administration, and Vice President-Advertising. Ms. Spires currently serves on a number of civic and community Boards including: Variety-The Children's Charity, the Greater Philadelphia Chamber of Commerce, the National Multiple Sclerosis Society, St. Joseph's University Academy of Food Marketing, and La Salle University.	2009


		DIRECTORS WHOSE TERMS EXPIRE IN 2011

Michael J. Morris	74	Mr. Morris is the retired Chief Executive Officer and President of both Transport International Pool (TIP) and GE Modular Buildings. Mr. Morris is a Director of Beneficial Mutual Bancorp and a Trustee of Beneficial Mutual Savings Bank where he serves as a member of the Executive Committee and Senior Loan Committee. Currently, Mr. Morris is the Chairman of the Company’s Audit Committee and also serves on the Compensation and Management Development Committee.	1999

Constantine N. Papadakis, Ph.D.	63	Dr. Papadakis is the President of Drexel University in Philadelphia, Pennsylvania, a position that he has held for thirteen years. Drexel University is one of the twenty largest private universities in the nation and is renowned for its cooperative education program and its use of technology in the learning process (see www.Drexel.edu). Before joining Drexel, Dr. Papadakis was Dean of the College of Engineering at the University of Cincinnati. Prior to returning to academia, Dr. Papadakis served as Vice President of Tetra Tech Inc., a Honeywell subsidiary; Vice President of STS Consultants, LTD.; and at several engineering positions with Bechtel Power Corporation. Dr. Papadakis also serves on the Board of Directors of Amkor Technologies, Inc., Aqua America, Inc., CDI Corporation and MACE Security International, Inc. Currently, Dr. Papadakis serves on the Company’s Corporate Governance and Nominating Committee and the Compensation and Management Development Committee.	2004

*	Less than 1% of the Company’s outstanding Common Shares.

(1)	The number of Common Shares beneficially owned by each person is determined under rules promulgated by the Securities and Exchange Commission. Under these rules, a person is deemed to have “beneficial ownership” of any shares over which that person has or shares voting or investment power, plus any shares that the person may acquire within 60 days, after January 31, 2009, including through the exercise of stock options. This number of shares beneficially owned therefore includes all shares that may be acquired within 60 days pursuant to the exercise of stock options.

(2)	The percent ownership for each shareholder on March 27, 2009 is calculated by dividing (a) the total number of shares beneficially owned by the shareholder by (b) 14,600,109 shares plus any shares acquirable (including stock options exercisable) by that person within 60 days after January 31, 2009.

(3)	The number of shares held by Mr. De Hont includes 9,042 Common Shares beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan. Excludes shares owned by Mr. De Hont’s adult children, as to which he disclaims beneficial ownership or control.

(4)	The number of shares held by Mr. Morgan includes 24,480 Common Shares beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan.

(5)	The number of shares held by Mr. D’Alterio includes 1,834 Common Shares beneficially held through the Company’s 401(k) Plan.

(6)	The number of shares held by Mr. Tetley includes 5,945 Common Shares beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan.

(7)	The number of shares held by Mr. Verdone includes 723 Common Shares beneficially held through the Company’s 401(k) Plan.

(8)	The number of shares held by all thirteen executive officers and Directors as a group include 58,501 Common Shares beneficially held through the Met-Pro Corporation Salaried Employee Stock Ownership Trust and through the Company’s 401(k) Plan.

1.	To elect two Directors to serve until the 2012 Annual Meeting of Shareholders.

2.	To ratify the selection of Margolis & Company P.C. as independent registered public accountants for the Company’s fiscal year ending January 31, 2010.

3.	To transact such other business as may properly come before the meeting.

♦	the adequacy of the Company’s internal controls and financial reporting process and the reliability of the Company’s financial statements;
♦	the independence and performance of the Company’s independent auditor; and
♦	the Company’s compliance with designated legal and regulatory requirements.

♦	To discharge as to the Chief Executive Officer (“CEO”), and to assist the Board in otherwise discharging, the Board’s responsibilities relating to the compensation of the Company’s executives (consisting of the Company’s elected officers and General Managers and such other key employees as determined by the Committee with guidance from the CEO) and members of the Board;
♦	To review and discuss with the Company’s senior executives the Compensation Discussion and Analysis included in the Company’s proxy statement and to provide the Compensation and Management Development Committee Report for inclusion in the Company’s proxy statement that complies with the rules and regulations of the SEC; and
♦	To assist the Board in ensuring that the Company has in place effective policies and programs for senior executive succession and for the development of its executives.

♦	the ability of the prospective nominee(s) to represent the interests of the shareholders of the Company;
♦	the prospective nominee’s standards of integrity, commitment and independence of thought and judgment;
♦	the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards, as specifically set out in the Company’s Corporate Governance Guidelines; and
♦	the extent to which the prospective nominee(s) contributes to the range of talent, skill and expertise appropriate for the Board.

			Common
			Shares
			Underlying
	Number of		Options
	Common		Exercisable	Percent of
Name of Executive Officers	Shares		Within 60	Shares Beneficially
and Directors	Owned		Days (1)	Owned (2)
Raymond J. De Hont	24,854	(3)	233,838	1.7	%

Nicholas DeBenedictis	44,962		9,889	*

George H. Glatfelter II	4,444		39,002	*

Alan Lawley, Ph.D.	55,262		22,668	*

Gary J. Morgan	57,920	(4)	107,245	1.1	%

Michael J. Morris	51,359		39,002	*

Constantine N. Papadakis, Ph.D.	-		39,002	*

Judith A. Spires	-		-	*

Gennaro A. D’Alterio	2,070	(5)	2,600	*

Paul A. Tetley	5,945	(6)	92,158	*

Vincent J. Verdone	723	(7)	23,933	*

All Directors, nominees and executive officers as a group (13 persons)	284,958	(8)	712,607	6.5	%

♦	Align the interests of executives, including the Company’s named executive officers, with those of the shareholders. The Committee believes it is appropriate to tie a portion of executive compensation to the value of the Company’s stock in order to more closely align the interests of the named executive officers and other senior managers with the interests of the Company’s shareholders.
♦	Retain and develop competent management. The Company’s executive compensation program components are designed to attract, retain, develop and motivate highly qualified executives critical to achieving Met-Pro’s strategic objectives and building shareholder value.
♦	Relate executive compensation to the achievement of the Company’s goals and financial performance, both short and long-term. The Committee’s executive compensation programs are designed to reward executives when performance results for the Company and the executive are above stated objectives. The Committee believes that compensation paid to executives should be closely aligned with the performance of the Company on both a short-term and long-term basis.

o	Calgon Carbon Corporation	o	Gorman-Rupp Corporation	o	Fuel Tech Inc.
o	CECO Environmental Corporation	o	Graco Inc.	o	Reunion Industries
o	Environmental Tectonics Corporation	o	K-Tron International Inc.	o	SL Industries Inc.
o	Flanders Corporation	o	MFRI Inc.	o	Strategic Distribution Inc.
o	PMFG Inc.	o	Misonix Inc.

♦	The Compensation Peer Group data and other market data for comparable positions;
♦	Individual level of responsibility, performance and contributions to the Company; and
♦	The Chief Executive Officer’s recommendations for named executive officers (other than himself).

Attainment of Threshold Financial Target		Threshold Financial Multiplier
less than 80%		0.00%
80%		50.00%
85%		62.50%
90%		75.00%
95%		87.50%
100%		100.00%
105%		110.00%
110%		120.00%
115%		130.00%
120%		140.00%
125%		150.00%
greater than 125%		150.00%

Submitted by the Compensation and Management Development Committee,
	George H. Glatfelter II (Chairman)
	Michael J. Morris
	Constantine N. Papadakis, Ph.D.
March 27, 2009

(a)	(b)	(c)	(d)	(e)		(f)			(g)		(h)
						Change in
						Pension
						Value and
				Non-Equity		Nonqualified
				Incentive		Deferred
			Option	Plan		Compensation			All Other
		Salary	Awards	Compensation		Earnings			Compensation		Total
Name and Principal Position	Year	($) (1)	($) (2)	($)		($) (3)			($) (4)		($) (5)
Raymond J. De Hont	2009	$341,000	$87,652		$77,167		$144,741			$21,339	$671,899
Chairman, Chief Executive Officer and	2008	310,000	108,708		69,281		25,897			22,170	536,056
President	2007	290,000	61,801		51,875		40,298			5,378	449,352

Gary J. Morgan	2009	220,000	37,564		39,828		88,888			18,157	404,437
Senior Vice President-Finance, Secretary,	2008	210,000	45,239		37,838		12,657			16,098	321,832
Treasurer and Chief Financial Officer	2007	201,000	33,871		26,920		42,301			5,049	309,141

Paul A. Tetley	2009	187,400	25,044		-		19,219			15,112	246,775
Executive Vice President-Product	2008	182,000	28,072		28,163		1,628			12,560	252,423
Recovery/Pollution Control Technologies and	2007	175,000	28,978		-		10,804			4,395	219,177
General Manager, Strobic Air Corporation

Gennaro A. D’Alterio	2009	157,500	7,467		36,159		(88	)		13,271	214,309
Vice President and General Manager,	2008	150,583	-		25,848		412			9,415	186,258
Met-Pro Pump Group	2007	125,882	-		-		3,402			2,721	132,005

Vincent J. Verdone	2009	147,500	15,027		32,782		1,222			8,853	205,384
Vice President and General Manager,	2008	144,600	16,352		-		1,544			7,827	170,323
Pristine Water Solutions Inc.	2007	144,000	9,802		-		9,717			2,450	165,969

(1)	The amounts in column (c) include base salary.

(2)	The amounts in column (d) represent the dollar amount recognized for financial statement reporting purposes for the fiscal years ended January 31, 2009, 2008 and 2007, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123(R) for stock options, which include amounts from awards granted prior to the fiscal years 2009, 2008 and 2007 to the extent such options became exercisable in fiscal years 2009, 2008 and 2007, respectively, as well as options granted in such fiscal years to the extent exercisable. The fair value of these awards is based on the Black-Scholes option pricing model on the date of grant. Assumptions used in the calculation of these amounts are included in the “Stock-Based Compensation” footnote to the Company’s audited financial statements for the fiscal year ended January 31, 2009 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 10, 2009.

(3)	The amounts in column (f) represent the actuarial increase in the present value of the named executive officers’ benefits under the Company’s Salaried Pension Plan, the Pension Restoration Plan (for Messrs. De Hont and Morgan), and the contribution to the Non-Qualified Deferred Contribution Supplemental Executive Retirement Plan. The contributions, which are included in column (f), to the Non-Qualified Deferred Contribution Supplemental Executive Retirement Plan for Messrs. De Hont, Morgan, Tetley, D’Alterio and Verdone amounted to $117,372, $65,406, $17,728, $0 and $0, respectively in the fiscal year ended January 31, 2009. The actuarial increase was calculated using the interest rate, discount rate and form of payment assumptions consistent with those used in the Company’s financial statements. The calculation assumes benefit commencement is at normal retirement age (age 65), and was calculated without respect to pre-retirement death, termination or disability.

(4)	The amounts in column (g) “All Other Compensation” for fiscal year 2009, consist of the following: