Met-Pro Corporation
Board of Directors
Corporate Governance Guidelines

The following Corporate Governance Guidelines will provide the principles by which the Board of Directors of Met-Pro Corporation intends, generally to organize and execute its responsibilities along with the requirements of the Company’s Articles of Incorporation, Bylaws and the laws and regulations governing the Company and its Board of Directors. These Guidelines have been developed by the Corporation’s Corporate Governance and Nominating Committee, which intends to review these Guidelines at least annually and to recommend to the full Board of Directors any changes that are deemed necessary or appropriate.

Composition of the Board

1. A majority of the Board of Directors shall be comprised of independent Directors as determined under the guidelines established by the New York Stock Exchange.
2. No Director will be independent unless the Board affirmatively determines that the Director has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company).
3. The Board has established the following standards for determining Director independence:
   
   • a) Categorical Standards. A Director will not be deemed independent if, within the period prescribed by the New York Stock Exchange:
     
     • i. the Director was employed by the Company during the prior three years (excluding service as an interim Chairman of Met-Pro);
     • ii. someone in the Director’s immediate family was employed as an executive officer of the Company during the prior three years (excluding service as an interim Chairman of Met-Pro);
     • iii. the Director was employed by or affiliated with the Company’s present or former internal auditor or outside independent auditor;
     • iv. someone in the Director’s immediate family was employed or affiliated with the Company’s present or former internal auditor or outside independent auditor in a professional capacity;
     • v. the Director or someone in her/his immediate family was employed as an executive officer of another entity that concurrently has or had as a member of its compensation committee of the Board of Directors any of the Company’s executive officers; or
     • vi. the Director received, or someone in the Director’s immediate family received, more than $100,000 per year (i.e., during any twelve month period) in direct compensation from the Company, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and, in the case of an immediate family member, other than compensation for service as a non-executive employee of the Company.
     
     
   • b) In addition, a Director will not be deemed independent if:
     
     • i. the Director is an executive officer or employee, or someone in her/his immediate family is an executive officer of, another company that, during any of the other company’s past three fiscal years made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year of the other company, exceeds $1 million or two percent, whichever is greater, of the other company's consolidated gross revenues; or
     • ii. the Director serves as an executive officer of a charitable organization and, during any of the charitable organization’s past three fiscal years, the Company made charitable contributions to the charitable organization in any single fiscal year of the charitable organization that exceeded $1 million or two percent, whichever is greater, of the charitable organization’s consolidated gross revenues.
     • iii. For the purposes of these categorical standards, the term “immediate family member” has the meaning set forth in the New York Stock Exchange’s corporate governance rules.
     
     
   • c) For relationships not prohibited by the guidelines in subsection a or b above, the determination of whether the Director would be independent or not shall be made by the Board of Directors, unless an independence determination is otherwise precluded by a listing or regulatory requirement.
4. In accordance with the Company’s Articles and Bylaws, the size of the Board of Directors is determined by the Board of Directors.
5. The nomination of candidates for election to the Board of Directors is the responsibility of the Board of Directors. The identification, evaluation and recommendation of candidates for nomination for election is the responsibility of the Corporate Governance and Nominating Committee, taking into consideration input from other members of the Board, input from management and candidates recommended by shareholders. Recommendations of candidates by shareholders should be submitted to the Chairman of the Corporate Governance and Nominating Committee at least 120 days before the anniversary date on which the Company first mailed its proxy materials for the prior year’s Annual Meeting of Shareholders.
6. Candidates for nomination to the Board will be considered based on their personal abilities and qualifications, independence, and the diversity of their expertise and experience in fields and disciplines relevant to the Company, including financial expertise. Due consideration will also be given to the position the candidate holds at the time of their nomination and their capabilities to advance the Company’s interests with its various constituencies, as well as to a candidate’s race and gender, as part of the Company’s commitment to diversity.
7. The Board believes that having three classes of Directors, with as nearly equal number of members as practicable, serves the best interests of the Company and provides for the effective continuance of the knowledge and experience gained by the members of the Board.
8. Within three months prior to the expiration of a Director’s term, the Chair of the Corporate Governance and Nominating Committee and the Chairman of the Board (or, if the term of one or both of them shall presently be expiring, other independent Director(s) whose term(s) shall not presently be expiring, as selected by a majority of the independent Directors whose terms shall not presently be expiring) will meet with the Director to discuss the appropriateness of nominating the Director for re-election to another term. In determining whether to recommend a Director for re-election, consideration will be given to, among other things, the Director’s past attendance at meetings and participation in and contributions to the activities of the Board. The Chair of the Corporate Governance and Nominating Committee will then make a recommendation to the Corporate Governance and Nominating Committee regarding the Director’s re-nomination.
9. The Board does not believe that it should establish term limits. Term limits have the disadvantage of causing the loss of the contribution of Directors who have developed, over a period of time, meaningful insight into the Company and its operations, and therefore can provide an increasing contribution to the Board as a whole.
10. Any new Director whose term begins on or after January 1, 2004 will be required to retire at the end of the term of service in which the Director turns age 70. All Directors in office prior to January 1, 2004 will be required to retire at the end of the term of service in which the Director turns age 75.
11. It is not the Board of Directors’ intention that a Director must resign from the Board in the event of retirement, a geographic change or other change in the position (whether as employed by the Company or employed by a third party) he/she held when joining the Board. However, it is the belief of the Board that if such an event were to occur, the Director should meet prior to the next annual shareholders’ meeting with the Chairman of the Board and the Chair of the Corporate Governance and Nominating Committee to discuss the situation (or, if one or both of them shall be a Director so in question, other independent Director(s) not so in question, as selected by a majority of the independent Directors not so in question). The Corporate Governance and Nominating Committee, in consultation with the Chairman of the Board (or such independent Directors, as aforementioned), will then determine if the Director’s continued service is appropriate.
12. The Board’s policy is that the positions of Chairman and Chief Executive Officer be held by the same person, except in unusual circumstances such as a transition in leadership. The Board believes this combination has served the Company well over many years by providing unified leadership and direction. The Board may separate these positions in the future should circumstances change.
13. The Board endorses the informal role of a presiding independent Director to be appointed by the independent Directors, for the purpose of serving as chairman of the Executive Sessions of the Board.

1. It is the responsibility of the Board to provide guidance and direction on the Company’s general business goals and strategy, and to provide general oversight of, and direction to, management so that the affairs of the Company are conducted in the long-term interests of all its shareholders.
2. The Board, directly and through its Committees, is responsible for: (a) oversight of the preparation of the Company’s financial statements; (b) oversight of the Company’s compliance with legal and regulatory requirements; (c) the selection and oversight of the Company’s independent auditor; (d) the establishment of an internally consistent and externally competitive executive compensation program designed to attract, retain and incent qualified executives and approval of the annual and long-term compensation of the Company’s Chief Executive Officer (the “CEO”) and executive officers; (e) the identification and selection of qualified individuals to become Board members; (f) the development and review of appropriate Corporate Governance Guidelines; (g) the development and periodic review of a management succession plan for the CEO and other executives as appropriate; (h) the review, approval and monitoring of fundamental financial and business strategies and major corporate actions.
3. The Board will review and, if it deems appropriate, approve changes to these Corporate Governance Guidelines that have been recommended to the Board by the Corporate Governance and Nominating Committee.
4. The Board believes that the Company should maintain an appropriate code of ethical business conduct: (i) conflicts of interest, (ii) corporate opportunities, (iii) confidentiality, (iv) fair dealing, (v) protection and proper use of company assets, (vi) compliance with laws, rules, and regulations, (vii) encouraging the reporting of any illegal or unethical behavior and (viii) such other matters as the Board deems appropriate. Such code also will include standards of conduct reasonably applicable to designated persons, including the CEO and the Chief Financial Officer (the “CFO”), designed to promote: (i) honest and ethical conduct, (ii) full, fair, accurate, timely, and understandable disclosure in the periodic reports, proxy statements, and other filings under the Securities Exchange Act, that are required to be filed by the Company, (iii) compliance with applicable governmental rules and regulations, (iv) the prompt internal reporting of violations of the codes and (v) the accountability for adherence to the codes.

1. At present, the Board generally holds a minimum of six regularly scheduled meetings each year. Directors are expected to attend all regularly scheduled meetings and to have, prior to the meetings, reviewed the written materials distributed to them in advance.
2. The Board believes that maintaining confidentiality of information and deliberations is an imperative.
3. The Board of Directors believes that its responsibilities can be fulfilled most effectively through the operation of committees. Each of these committees will be designated by the Board and will have a written charter intended to meet all legal and stock exchange requirements that will be reviewed periodically by the full Board. Under the Company’s present circumstances, the Board believes that three committees are appropriate: Audit, Corporate Governance and Nominating, and Compensation and Stock Option Committees. The Board will review and, if it deems appropriate, approve changes to the committee charters that have been recommended to the Board by such committees.
4. Each year the Corporate Governance and Nominating Committee, in consultation with the Chairman of the Board, will propose the members of the committees to the Board of Directors for review and approval.
5. The Chairman of the Board will establish the agenda for each Board of Directors meeting. Each Board member is encouraged to submit items for consideration for inclusion.
6. At the meetings of the Board and its Committees, the Directors will review and discuss reports by management on the performance of the Company, its strategic and operating plans and any significant issues facing the Company. It is management’s responsibility to submit important information and data to the Board of Directors in writing in advance of each Board meeting.
7. The Board of Directors shall have such access to management as it deems necessary or desirable for the accomplishment of its responsibilities. The Board, including the independent members of the Board, has the authority, in their discretion and at the Company’s expense, to retain independent advisors.
8. The non-management members of the Board of Directors will meet as a group in executive session (i.e. with no executive officer present) at least twice a year to review the overall state of the Company, the Company’s strategy and management’s performance, including an evaluation of the CEO. These sessions will be led by the presiding Director for general purposes and the Chair of the Compensation and Stock Option Committee will lead the discussion on management’s performance. In addition, every Board meeting will provide time for an executive session if any member of the Board so desires to discuss any matter.
9. The Board of Directors will establish performance criteria for itself and annually review the Board’s performance against those criteria. These criteria should include guidelines as to the ownership of stock in the Company and attendance at Board and Committee meetings. The Chair of the Corporate Governance and Nominating Committee will lead these discussions.
10. The Compensation and Stock Option Committee will periodically review the compensation package for Directors and make recommendations to the Board of Directors for any changes. Such reviews shall take place at least annually. The Board should make changes in its Director compensation only upon recommendation by the Compensation and Stock Option Committee after discussion and unanimous concurrence by the full Board. Both the Compensation and Stock Option Committee and the Board should be guided by the following principles: compensation should fairly pay Directors for the work required; compensation should align Directors’ interests with the long-term interests of shareholders, while not calling into question their objectivity; and the structure of the compensation should be simple, transparent and easy for shareholders to understand.

(As amended through April 6, 2005)

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