Exhibit (10.y)

AMENDMENT NO. 2 made effective the 24th day of February, 2003 (this "Amendment")
to DIRECTORS'  RETIREMENT  PLAN TRUST  AGREEMENT  made the 11th day of February,
2000,  by  and  between  Met-Pro   Corporation,   a  Delaware  corporation  (the
"Company"), and Mellon Bank, N.A. ("Trustee").

                                   WITNESSETH:

WHEREAS,  the Company and Trustee are party to an agreement entitled "Directors'
Retirement Plan Trust  Agreement" (the "Trust  Agreement")  made the 11th day of
February, 2000 that established a Trust (as defined therein) with respect to the
Company's Directors' Retirement Plan (the "Plan").

WHEREAS,  the  Company  and  Trustee  reserved  the  power to amend the Trust by
written instrument under Section 13(a) of the Trust Agreement.

WHEREAS, the Company and Trustee now desires to amend the Trust Agreement to the
extent and upon the terms set forth in this Amendment.

NOW, THEREFORE, the parties hereto do hereby agree as follows:

        1.      All terms used but not defined in this Amendment shall have such
                meaning as is ascribed to them in the Trust Agreement.

        2.      Section  1(b) of the  Trust  Agreement  is  hereby  restated  as
                follows:

                "(b)    Immediately  prior to a Change of Control (as defined in
                        Section 14 of the Trust  Agreement),  the Company  shall
                        contribute  to the Trust that amount  necessary to fully
                        fund all benefits  under the Plan without  regard to the
                        lump sum limitations provided for by Section 4(d) of the
                        Plan, and the Trustee shall, immediately upon receipt of
                        such   contribution,   pay  each  Plan   participant  or
                        beneficiary   thereof   the   benefits   to  which  Plan
                        participants   or  their   beneficiaries   are  entitled
                        pursuant  to the  terms  of the  Plan as of the  date on
                        which the Change of Control occurred."

        3.      Section  13(a) of the  Trust  Agreement  is hereby  restated  as
                follows:

                "(a)    This Trust  Agreement  may be amended  only by a written
                        instrument  executed  by the  Trustee  and the  Company;
                        provided,  however, that no such amendment may adversely
                        affect any right or interest of any Plan  participant or
                        beneficiary."

        4.      The Company agrees that should it fail to cure any breach of its
                obligations  under  this  Trust  Agreement  in less than 30 days




                after  receiving  written notice of same from any beneficiary of
                the Trust,  the Company (i) shall, on the 31st day following the
                date of such written notice, make an irrevocable contribution to
                the Trust in the amount  provided  for in  Section  1(b) of this
                Trust  Agreement,  exactly  as if a Change of  Control  had then
                occurred,  and  (ii)  shall  be  liable  to pay  the  reasonable
                attorneys' fees and expenses incurred by any such beneficiary in
                filing suit and prosecuting  such claims should such beneficiary
                be the prevailing party in such litigation.

        5.      Except  to  the  extent  expressly  set  forth  herein  in  this
                Amendment,  the Trust  Agreement is unmodified and in full force
                and effect.

IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  their duly  authorized
officers to execute this Amendment as of the day and year first above written.


MET-PRO CORPORATION

BY:/s/ Raymond J. De Hont                   ATTEST: /s/ Gary J. Morgan
   --------------------------------                 ----------------------------
                                                              Secretary


MELLON BANK, N.A.

BY:                                         ATTEST:
   --------------------------------                 ----------------------------
                                                              Secretary