Exhibit 10.ae


    
      
        	
                Exhibit
                  (10.ae)

              


      

    

     

     

    FIFTH
      AMENDMENT TO THE 

    MET-PRO
      CORPORATION SALARIED PENSION PLAN

     

     

    
      
        	
                This
                  Fifth Amendment to the Met-Pro Corporation Salaried Pension Plan
                  (the
                  “Plan”) is made by Met-Pro Corporation (the “Company”).

                


                


                WITNESSETH

                


                WHEREAS,
                  the Company adopted the Met-Pro Corporation Salaried Pension Plan
                  and
                  attendant Trust Agreement (the “Plan”) effective September 1, 1968 as
                  amended and restated effective September 1, 2000;

                


                WHEREAS,
                  pursuant to the terms of the Plan, the Company may amend the Plan
                  at any
                  time; and

                


                WHEREAS,
                  the Company wishes to amend the Plan to freeze benefit accruals
                  effective
                  as of December 31, 2006 (the “Freeze Date”).

                


                NOW,
                  THEREFORE, BE IT RESOLVED,
                  that all participant benefit accruals under the Plan are hereby
                  frozen
                  effective as of the Freeze Date;

                


                RESOLVED,
                  FURTHER, that
                  all benefit accruals will cease under the Plan as of the Freeze
                  Date;

                


                RESOLVED,
                  FURTHER,
                  that no further service credit shall be granted under the Plan
                  for any
                  purpose except that service will continue to be counted for purposes
                  of
                  vesting of benefits that have accrued as of the Freeze Date and
                  for
                  determining eligibility for early retirement as to benefits accrued
                  as of
                  the Freeze Date, and no future compensation shall be taken into
                  account
                  for purposes of calculating a participant’s accrued benefit;

                


                RESOLVED,
                  FURTHER,
                  that on and after the Freeze Date, the determination of the amount
                  of a
                  participant’s accrued benefit shall be based on the provisions of the Plan
                  in effect as of the Freeze Date, but calculated as if the participant
                  had
                  terminated employment as of the Freeze Date;

                


                RESOLVED,
                  FURTHER,
                  that the Plan is hereby amended as appropriate to reflect the foregoing
                  resolutions by adding a new Article XIX to the end of the Plan
                  as
                  follows:

                


                


                ARTICLE
                  XIX

                FREEZING
                  OF PLAN

                


                19.1        
                  The
                  Plan has been frozen as of December 31, 2006 (the “Freeze Date”). There
                  shall be no future benefit accruals on and after the Freeze Date.
                  A
                  Participant’s Credited Service, Compensation, and Average Monthly Earnings
                  shall be determined as of the Freeze Date. A Participant’s accrued benefit
                  shall based on the provisions of the Plan in effect on the Freeze
                  Date,
                  but calculated as if the Participant had terminated employment
                  as of the
                  Freeze Date.

                


                19.2        
                  Notwithstanding
                  the above, Years of Service shall continue to be counted under
                  the Plan on
                  and after the Freeze Date solely for purposes of vesting in a benefit
                  accrued as of the Freeze Date and for determining eligibility for
                  early
                  retirement as to benefits accrued as of the Freeze Date, but not
                  for any
                  other purpose under the Plan.

                


                19.3        
                  All
                  benefits, rights and features shall be preserved as required under
                  Code
                  Section 411(d)(6) and regulations issued
                  thereunder.

              


      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    
      	
              RESOLVED,
                FURTHER,
                that the Company is authorized and directed to make any amendments
                to the
                Plan as may be required by the Internal Revenue Service or otherwise
                to
                maintain its tax-qualified status, the signature of an officer of
                the
                Company appearing on any such amendment being conclusive evidence
                of the
                approval thereof by the Board of Directors; and

              


              RESOLVED,
                FURTHER,
                that all previous actions taken by the proper officers or employees
                and
                counsel of the Company to implement the foregoing are hereby ratified
                and
                confirmed as if such action were approved at a duly convened meeting
                of
                the Directors.

              


              IN
                ALL OTHER RESPECTS,
                this Plan is continued in full force and effect. In order to maintain
                the
                terms of the Plan in a single document, this Amendment may be incorporated
                into the most recent restatement of the Plan.

              


              IN
                WITNESS WHEREOF,
                the Company has caused this Fifth Amendment to be executed by its
                duly
                authorized officer this 18th day of October,
                2006.

            


    

     

    
      	 	 	 	 	 	 	 
	
              ATTEST:

            	 	
              Met-Pro
                Corporation

            
	 	 	 	 	 	 	 
	
              By

            	/s/
              Gary J. Morgan	 	
              By

            	/s/
              Raymond J. De Hont
	 	 	 	 	 	 	 
	
              Title:

            	 	
              Vice
                President-Finance

            	 	Title:	 	
              President