Exhibit
10.1
  AMENDED
AND RESTATED


CLARCOR
INC.
 DEFERRED
COMPENSATION PLAN


(Effective
January 1, 2008)


TABLE
OF CONTENTS





PageARTICLE
      1
            
            ESTABLISHMENT
      AND PURPOSE
            
            11.1
            
            Establishment
      and Purpose
            
            11.2
            
            Applicability
            
            1ARTICLE
      2
            
            DEFINITIONS
            
            12.1
            
            Account
      Balance
            
            12.2
            
            Beneficiary
            
            12.3
            
            Board
      and Director(s)
            
            12.4
            
            Change-in-Control
            
            12.5
            
            Code
            
            22.6
            
            Committee
            
            22.7
            
            Company
            
            22.8
            
            Compensation
            
            32.9
            
            Deferral
      Period
            
            32.10
            
            Disability
            
            32.11
            
            Employee
            
            32.12
            
            Employer
            
            32.13
            
            ERISA
            
            32.14
            
            Fiscal
      Year
            
            32.15
            
            Participant
            
            32.16
            
            Performance-Based
      Compensation
            
            32.17
            
            Plan
            
            32.18
            
            Plan
      Year
            
            32.19
            
            Separation
      from Service
            
            32.20
            
            Spouse
            
            42.21
            
            Subsidiary
            
            42.22
            
            Unforeseeable
      Emergency
            
            4ARTICLE
      3
            
            ELIGIBILITY
      AND PARTICIPATION
            
            43.1
            
            Eligibility
      and Participation
            
            43.2
            
            Duration
            
            43.3
            
            Revocation
      of Future Participation
            
            43.4
            
            Notification
            
            4ARTICLE
      4
            
            BENEFITS,
      COMPENSATION REDUCTION AGREEMENTS, AND EARNINGS
            
            44.1
            
            Deferred
      Compensation Benefits
            
            44.2
            
            Payment
      of Benefits
            
            44.3
            
            Compensation
      Reduction Agreements
            
            54.4
            
            Modification
      of Compensation Reduction Agreements
            
            74.5
            
            Adjustments
      to Account Balances
            
            8ARTICLE
      5
            
            PAYMENT
      ON SPECIAL CIRCUMSTANCES
            
            9


i
  TABLE
OF CONTENTS


(continued)





Page5.1
            
            Disability
            
            95.2
            
            Death
            
            95.3
            
            Withdrawal
      for Unforeseeable Emergency
            
            95.4
            
            Change-in-Control
            
            95.5
            
            Delay
      in Payment to Specified Employees
            
            105.6
            
            Transition
      Rule Election
            
            10ARTICLE
      6
            
            ADMINISTRATION
            
            106.1
            
            Plan
      Administration
            
            106.2
            
            Deduction
      of Taxes from Amounts Payable
            
            116.3
            
            Indemnification
            
            116.4
            
            Expenses
            
            126.5
            
            Binding
      Decisions or Actions
            
            12ARTICLE
      7
            
            MISCELLANEOUS
            
            127.1
            
            Amendment;
      Termination
            
            127.2
            
            Unsecured
      General Creditor; Transfers in Trust
            
            127.3
            
            Notice
            
            137.4
            
            Incapacity
            
            137.5
            
            Nonassignability
            
            147.6
            
            Not
      a Contract of Employment
            
            147.7
            
            Miscellaneous
            
            14


ii
  AMENDED
AND RESTATED


CLARCOR
INC.
 DEFERRED
COMPENSATION PLAN


(Effective
January 1, 2008)


ARTICLE
1


ESTABLISHMENT
AND PURPOSE


1.1  Establishment and
Purpose. CLARCOR Inc. (the “Company”)
adopted the CLARCOR Inc. Deferred Compensation Plan (the “Plan”), effective as of November 1,
1998. The Company hereby fully amends and restates the Plan, effective January
1, 2008 (the “Effective Date”),
principally for the purpose of compliance with Section 409A of the Internal
Revenue Code of 1986, as amended from time to time (“Code”). The purpose
of the Plan is to provide each Participant in the Plan with an opportunity to
defer receipt of salary and annual and other periodic bonuses. The Company and
all designated Subsidiaries having Participants in the Plan shall be referred to
hereinafter as the “Employer.” The Plan
is intended to be an unfunded plan for the benefit of a select group of
management or highly compensated employees of the Employer within the meaning of
Sections 201, 301, and 401 of ERISA, and to therefore be exempt from the
requirements of Parts 2, 3, and 4 of Title I of ERISA.


1.2  Applicability. The
provisions of this amendment and restatement of the Plan shall apply only to a
person having an Account Balance on the Effective Date or who becomes eligible
to participate on or after the Effective Date.


ARTICLE
2


DEFINITIONS


2.1  Account Balance.
“Account
Balance” means a Participant’s
deferred compensation account balance under the Plan, together with the
hypothetical investment return thereon, as determined from time to time pursuant
to Section 4.5.


2.2  Beneficiary. “Beneficiary” shall
have the meaning set forth in Section 5.2(b).


2.3  Board and Director(s). “Board” means the
Board of Directors of the Company. “Director” or “Directors” means one
or more members of the Board.


2.4  Change-in-Control.
“Change-in-Control”
shall mean the occurrence of any of the following events:


(i) The
acquisition (other than from the Company) by any person, entity or group, within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934 (“Exchange
Act”), during any 12-month period, of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of
either the then outstanding shares of common stock or the combined voting power
of the Company’s then outstanding voting securities entitled to vote generally
in the election of Directors; provided, however, no Change-in-Control shall be
deemed to have occurred for any acquisition by any corporation with respect to
which, following such acquisition, more than 60% of such corporation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals or entities who were the beneficial owners, respectively, of the
then outstanding shares of common stock or the combined voting power of the
corporation’s then outstanding voting securities immediately prior to such
acquisition in substantially the same proportions as their ownership,
immediately prior to such acquisition, of the Company’s then outstanding common
stock and then outstanding voting securities, as the case may be;
or







(ii)
Individuals who constitute the Board during any 12-month period (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board, provided
that any person becoming, during such 12-month period, a Director whose
election, or nomination for election by the Company’s shareholders, was endorsed
by a vote of at least a majority of the Directors then comprising the Incumbent
Board shall be, for purposes of the Plan, considered as though such person were
a member of the Incumbent Board; or


(iii) The
consummation of a reorganization, merger, or consolidation of the Company, in
each case, with respect to which persons who were the shareholders of the
Company immediately prior to such reorganization, merger or consolidation do
not, immediately thereafter, own at least 60% of the combined voting power
entitled to vote generally in the election of directors of the reorganized,
merged or consolidated corporation’s then outstanding voting securities;
or


(iv) In
any transaction, or series of transactions during a 12-month period, any person
purchases or otherwise acquires assets of the Company having a gross fair market
value equal to or exceeding 40% of the total gross fair market value of all of
the Company’s
assets immediately prior to such transaction (or immediately prior to the first
in such series of transactions). For the purpose of this paragraph (iv), any
transaction with a related person (within the meaning of Treasury Regulation
Section 1.409A-3(i)(5)(vii)(B)) shall be disregarded.


Provided,
the foregoing determination of a Change-in-Control shall be made with due regard
for the rules governing attribution of stock ownership under Section 318(a) of
the Code and the owner of all outstanding vested options shall be regarded as an
owner of shares of voting securities of the Company underlying such
option.


2.5  Code. “Code” has the meaning
set forth in Section 1.1.


2.6  Committee. The “Committee” means the
Compensation Committee of the Board.


2.7  Company. “Company” has the
meaning set forth in Section 1.1.
  2





2.8  Compensation. “Compensation” means,
for purposes of the Plan, base salary (including any deferred salary approved by
the Committee as compensation for purposes of the Plan) and annual and other
periodic bonuses.


2.9  Deferral Period.
“Deferral
Period” has the meaning set forth in Section
4.3(b).


2.10  Disability. “Disability” means
that a Participant (a) is unable to engage in substantial gainful activity by
reason of a medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months or (b) by reason of the Participant’s medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, the Participant has been receiving income replacement benefits for at
least 3 months under the Company’s or other Employer’s long-term disability
plan.


2.11  Employee. “Employee” means an
employee of an Employer who is a member of a select group of management or
highly compensated employees who is eligible to participate pursuant to Section
3.1.


2.12  Employer. “Employer” has the
meaning set forth in Section 1.1.


2.13  ERISA. “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to
time.


2.14  Fiscal Year. “Fiscal Year” means a
12-month period ending on November 30, or such other fiscal year as hereafter
may be adopted by the Company.


2.15  Participant. “Participant” means an
Employee who meets the requirements for eligibility under Section
3.1.


2.16  Performance-Based
Compensation. “Performance-Based
Compensation” means a Participant’s Compensation which is contingent on
the satisfaction of pre-established organizational or individual performance
criteria applicable to the Participant relating to a performance period of at
least 12 months, which criteria are established in writing not later than 90
days after commencement of the performance period, such performance criteria are
objective, or if subjective they satisfy the requirements of Treasury Regulation
Section 1.409A-1(e)(2), which performance criteria are substantially uncertain
at the time such criteria are established, and which Compensation otherwise
satisfies the requirements set forth in Treasury Regulation Section
1.409A-1(e).


2.17  Plan. “Plan” means this CLARCOR Inc. Deferred
Compensation Plan, as documented herein and as may be amended from time to time
hereafter.


2.18  Plan Year. “Plan Year” means a
12-month period from January 1 through December 31.


2.19  Separation from
Service. A Participant’s
“Separation from
Service” means a termination of the Participant’s employment in which the
Participant and the Employer reasonably
anticipate that no further services would be performed by the Participant for
the Employer, or any other member of the Company’s controlled group (within the
meaning of Treasury Regulation Section 1.409A-1(g), the “controlled group”),
or that the Participant would not thereafter perform services that exceed 20% of
the average services performed over the preceding thirty-six (36)-month period
and otherwise within the scope of Treasury Regulation Section
1.409A-1(h).


3


2.20  Spouse. “Spouse” means the
person married to the Participant on the date benefits become payable under the
Plan.


2.21  Subsidiary. “Subsidiary” means any
subsidiary of the Company that is consolidated with the Company for federal
income tax purposes.


2.22  Unforeseeable
Emergency. “Unforeseeable
Emergency” has the meaning set forth in Section
5.3(b).


ARTICLE
3


ELIGIBILITY
AND PARTICIPATION


3.1  Eligibility and
Participation. Persons eligible to participate in the Plan are limited to
Employees from time to time selected by the Committee and who timely elect to
participate in the Plan.


3.2  Duration. Any
Employee who became a Participant shall continue to be a Participant as long as
he is entitled to benefits hereunder.


3.3  Revocation of Future
Participation. The Committee may revoke a Participant’s eligibility to
elect to make future Compensation deferrals under the Plan. Such revocation
shall be effective as of the first day of the next succeeding Plan Year, or
Fiscal Year respecting bonus Compensation (including Performance-Based
Compensation) and other applicable Compensation, but shall not affect in any
manner a Participant’s Account Balance or his participation pursuant to other
terms of the Plan.


3.4  Notification. A
Participant shall be notified by the Committee, in writing, of his eligibility
to participate in the Plan.


ARTICLE
4


BENEFITS,
COMPENSATION REDUCTION AGREEMENTS, AND EARNINGS


4.1  Deferred Compensation
Benefits. Each Participant shall be entitled to a deferred compensation
benefit equal to his Account Balance, determined under and payable in accordance
with this Article 4.


4.2  Payment of Benefits.
A Participant’s Account Balance shall be payable in accordance with the date (or
dates) elected by the Participant under Section 4.3 or subsequently elected
under Section 4.4(b); provided, the provisions of Article 5 shall control the
timing and form of
payment of a Participant’s Account Balance, over the provisions of Section 4.3
or Section 4.4(b), upon the occurrence of an event set forth under Article
5.
  4


4.3 Compensation Reduction
Agreements.


(a) Elections. A
Participant may elect to defer the payment of Compensation otherwise payable to
the Participant for services rendered during a Plan Year (for salary) or a
Fiscal Year (for bonuses) in accordance with the provisions of this Section 4.3.
Such election shall be made in writing on a compensation reduction agreement in
the form approved by the Committee, that is received and approved by the
Committee (or its delegate) on or before the day in which such election becomes
irrevocable, and shall designate:


(i) The
amount to be deferred in whole percentages of Compensation or as a dollar amount
(or both, if reconcilable);


(ii) The
Form of Payment; and
  (iii) The
Deferral Period.


(b) Form of Payment. Each
such election, the Participant shall designate a “Form of Payment” of
deferred Compensation, together with the hypothetical investment return thereon,
from one of:


(i) A
lump sum payable at the end of the Deferral Period; or


(ii) A
series of annual installments payable over a period of five, ten, fifteen or
twenty years commencing within 60 days following the last day of the Deferral
Period.


In the
absence of a Participant designation of a Form of Payment, the Participant shall
be deemed to have elected to receive such amount in a lump
sum.


(c) Deferral Period. For
each such election, the “Deferral Period”
shall commence on the date such Compensation would have been payable but for
such deferral election and shall end on the date designated by the Participant
in his election from one of:


(i) the
date of the Participant’s Separation from Service;


(ii) the
first to occur of (1) the date of the Participant’s Separation from Service or
(2) a fixed date of any one anniversary of the first through the tenth
anniversary of the last day of the Plan Year in which such Compensation would
have been payable but for the Participant’s deferral election;
or


(iii) a
fixed date of any one of the first, second or third anniversary of the date of
the Participant’s Separation from Service.


In the
absence of a Participant designation of a Deferral Period, the Participant shall
be deemed to have elected a Deferral Period ending on the date of the
Participant’s Separation from Service.
  5


(d)  Separate Elections of Salary
and Bonuses. The Participant may enter into separate compensation
reduction agreements respecting one or more of the deferral of the Participant’s
salary payable for services rendered during a Plan Year and the deferral of the
Participant’s annual bonus or other period bonus (including Performance-Based
Compensation) earned for services rendered during the Fiscal Year ending during
the Plan Year respecting such election. Salary deferrals shall be made in equal
payroll installments for each payroll period during the Plan
Year.


(e)  Date Elections Become
Irrevocable. Participants shall make such deferral elections not later
than, and all such elections shall become irrevocable:


(i)
Respecting salary deferral elections, on November 30 preceding the Plan Year in
which services are to be rendered for which such Compensation is to be
deferred.


(ii)
Respecting annual bonus deferral elections, on May 31 of the Fiscal Year for
which services are rendered for which such bonus-eligible Compensation relates;
provided, any such election made after the November 30 immediately preceding the
Fiscal Year for which services are to be rendered for which such bonus-eligible
Compensation relates shall be void unless (1) the Participant continuously
provides services to the Employer from the later of the first day of the Fiscal
Year or the date the performance criteria are established under the applicable
annual bonus plan for such Fiscal Year; (2) at the time of such election, the
amount of the bonus has not become readily ascertainable; and (3) such annual
bonus constitutes Performance-Based Compensation. For purposes of any election
to defer payment of a bonus earned over a period other than annually over a
Fiscal Year, references to the “Fiscal Year” shall mean such other applicable
performance period and the reference to “May 31” shall mean the date that is six
months prior to the last day of such performance period.


(iii)
Notwithstanding the foregoing, an Employee who initially becomes eligible to
participate after, or less than 30 days before, the day an election under
Section 4.3(e)(i) or (ii) would become irrevocable may make an initial deferral
election within 30 days after becoming a Participant with respect to
Compensation (including salary and annual bonuses (including Performance-Based
Compensation)) otherwise payable for services performed after the election is
made.


(f) Payment. With respect
to each Participant election under Section 4.3(a): (i) any elected lump sum
payments shall be paid as soon as practicable after the last day of the calendar
month in which the Deferral Period ends, but in no event later than the
fifteenth day of the third month following the last day of the Deferral Period;
and (ii) installment payments shall commence on the first anniversary of the
last day of the calendar month in which the Deferral Period ends, but in no
event later than the fifteenth day of the third month following the first
anniversary of the last day of the Deferral Period, and each subsequent
installment shall be payable on the applicable successive anniversary of the
installment payment commencement date. The Participant shall have no authority
(directly or indirectly) to designate which taxable year of the Participant such
amount is paid. For each series of installment payments, the amount of each
elected installment payment shall be equal to the sum of (1) the fraction, the
numerator of which
is the Compensation deferred under such installment series and the denominator
of which is the number of installments so elected in such series, plus (2) the
hypothetical investment return on those principal installments remaining to be
paid in such series. For purposes of Section 409 A of the Code, each elected
series of installment payments (representing a particular Plan Year’s or Fiscal
Year’s Compensation deferrals, with the hypothetical investment return) shall be
treated as a single payment.


6


4.4 Modification of Compensation
Reduction Agreements. Section 4.3(e) to the contrary notwithstanding, a
Participant may modify an election under Section 4.3 as provided in this Section
4.4.


(a) Cancellation of Deferral
Election.


(i) A
Participant may cancel a deferral election as a result of an Unforeseeable
Emergency or in connection with a hardship distribution under the CLARCOR 401
(k) Plan or the CLARCOR Retirement Savings Plan.


(ii) A
Participant may cancel a deferral election upon the occurrence of the
Participant’s Disability if such cancellation occurs on or before the later of
(1) last day of the taxable year of the Participant and (2) the fifteenth day of
the third month following the date the Participant’s Disability
occurred.


Any such
cancellation shall apply to Compensation deferred after the date of cancellation
but shall not cause any previous deferral to be paid to the Participant other
than as provided under Section 4.2 (and the provisions of the Plan referenced
therein).


(b) Subsequent Elections,
After a Participant’s deferral election has become irrevocable pursuant to
Section 4.3(e), the Participant may make a subsequent election to modify his
compensation reduction agreement as to the Form of Payment (under Section
4.3{b)) or the date on which the Deferral Period ends (under Section 4.3(c)),
provided such subsequent election:


(i) Shall
not take effect until at least 12 months after the date on which such subsequent
election is made;


(ii) Is
made not less than 12 months before the date on which a lump sum payment is
scheduled to occur or a series of installment payments to commence, respecting a
modification of an elected fixed date for such payment (and not respecting a
deferral election for payment, or installments to commence, only upon the
occurrence of the Participant’s a Separation from Service);
and


(iii)
Provides that such lump sum payment or installment payment commencement date is
further deferred for a period of not less than five years. Such further deferral
shall not apply to any payment due upon the occurrence of (1) a Separation from
Service due to death or Disability or (2) an Unforeseeable Emergency. A
subsequent election as to the form or date of payment or commencement of a
series of installment payments shall supersede only those preceding elections
that are expressly referenced as superseded by such subsequent
election.


7


4.5 Adjustments to Account
Balances.


(a)  Methodology. A
Participant’s Account Balance shall initially be zero. Thereafter, from time to
time, the Participant’s Account Balance shall be credited with amounts as and
when deferred pursuant to compensation reduction agreements, debited with all
payments to the Participant as and when made hereunder, and from time to time
further credited or debited in an amount equal to the hypothetical investment
return on such undistributed Account Balance. The Participant’s Account Balance
shall be adjusted for the hypothetical investment return on the Account Balance
through the last day of the calendar month preceding each payment until the
Participant’s Account Balance is reduced to zero. Such adjustments shall be made
by treating such Account Balance as if it had been actually invested during such
period in one or more investments provided in this Section
4.6.


(b)  Sub-Account Balances.
Unless a Participant’s elections provide that the Account Balance shall be
payable pursuant to a single Deferral Period ending date in a single Form of
Payment, a separate sub-Account Balance shall be maintained with respect to each
of the Participant’s compensation reduction agreements having a like Deferral
Period ending date and a like Form of Payment, to accurately allocate the
hypothetical investment return to the appropriate Deferral Period and Form of
Payment. A Participant’s array of hypothetical investments, and the hypothetical
investment return thereon, under this Section 4.5 shall from time to time be
deemed proportionately allocated to, among and in accordance with the amount of
all such sub-Account Balances.


(c)  Hypothetical Investments;
Elections. Adjustments of a Participant’s Account Balance shall be
determined based on the hypothetical investment return (increases and decreases
in the value of hypothetical shares, and hypothetical dividends and capital gain
distributions thereon) on the hypothetical investment of each such separate
investment fund. A Participant may elect to modify how deferrals are deemed to
be hypothetically invested among the available hypothetical investment funds, in
a manner prescribed by the Committee, not more than four (4) times per Plan
Year, after which the Participant’s hypothetical investments under his Account
Balance shall be reallocated accordingly. The Committee shall provide each
Participant with a schedule of available hypothetical investments which may be
designated by such Participant for purposes of determining the hypothetical
adjustments to such Participant’s Account Balance. The available hypothetical
investment funds on the Effective Date are set forth on the attached Schedule.
The Committee (or its delegate) may, in its sole discretion, add new
hypothetical funds or eliminate existing hypothetical funds to or from those
listed on the Schedule, at which time the Schedule shall be modified
accordingly, each Participant’s Account Balance shall be deemed reinvested
accordingly, and each Participant shall be so advised. A Participant’s
hypothetical investment election shall be used only to compute the hypothetical
investment return credited or debited to the Participant’s Account Balance and
shall not represent an interest in any particular investment or other property
of the Company. The Company shall have no obligation to set aside or invest
actual funds in respect of a Participant’s Account Balance or the hypothetical
investment return thereon.
  8





ARTICLE
5


PAYMENT
ON SPECIAL CIRCUMSTANCES


Anything
in Article 4 to the contrary notwithstanding:


5.1  Disability. A
Participant’s Account Balance shall be payable in a lump sum upon the occurrence
of the Participant’s Disability on a date before the date a lump sum payment
otherwise would be due or installment payments scheduled to commence pursuant to
the Participant’s election under Section 4.3.


5.2  Death.


(a)  A
Participant’s Account Balance shall be payable in a lump sum to the
Participant’s Beneficiary upon the occurrence of the Participant’s death
(regardless of whether installment payments had previously commenced), as soon
as practicable after satisfactory proof of death is received by the Committee,
but not later than the later of (i) the last day of the taxable year of the
Participant in which, or (ii) the fifteenth day of the third month after, such
death occurs.


(b)  The
Participant’s “Beneficiary” shall be
(i) an individual, estate or trust designated by the Participant on a form
approved by the Committee (or its delegate) or (ii) in the absence of such
designation (including if the last surviving designated Beneficiary dies before
the Participant) the Participant’s estate. The Participant may revoke or modify
his designation of beneficiary at any time (or times) which shall be effective
upon receipt of such revocation or a subsequent designation in writing by the
Committee (or its delegate).


5.3 Withdrawal for Unforeseeable
Emergency.


(a)  Withdrawal. Prior to
a Participant’s Separation from Service, the Participant may obtain a payment
under the Plan if the Participant experiences an Unforeseeable Emergency. Such
payment shall be in a lump sum and shall be limited to the amount required to
alleviate such Unforeseeable Emergency. A payment to a Participant on account of
an Unforeseeable Emergency shall not be made to the extent that such emergency
is or may be relieved through reimbursement or compensation from insurance or
otherwise, by liquidation of the Participant’s assets to the extent the
liquidation of such assets would not cause severe financial hardship, or by
cancellation of a deferral election under Section 4.4(a).


(b)  Unforeseeable
Emergency. An “Unforeseeable Emergency” is a
severe financial hardship of the Participant resulting from any of (i) an
illness or accident of the Participant, the Participant’s Spouse, beneficiary or
dependent, (ii) a loss of the Participant’s property due to casualty or (iii)
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, all of which circumstances
shall be interpreted within the meaning of Treasury Regulation Section
1.409A-3(i)(3)(i).


5.4 Change-in-Control.
Upon the occurrence of a Change-in-Control, each Participant shall receive an
immediate lump sum payment of the Participant’s Account Balance, which Account
Balance shall be adjusted for the hypothetical investment return through the
fifth business
day preceding the date of such Change-in-Control, which payment shall be made
upon the occurrence of the Change-in-Control or within fifteen days
thereafter.
  9


5.5  Delay in Payment to
Specified Employees. Any payment due to a Participant upon the occurrence
of a Separation from Service and who is a specified employee shall be delayed
and paid in a lump sum as soon as practicable (but not later than the fifteenth
day of the third calendar month) after the later of the date that is six months
after the date of the Participant’s Separation from Service or the date of the
death of the Participant after the Participant’s Separation from Service. For
purposes hereof, whether the Participant is a “specified employee” shall be
determined in accordance with the default provisions of Treasury Regulation
Section 1.409A-l(i), with the “identification date” to be December 31 and the
“effective date” to be the April 1 following the identification
date.


5.6  Transition Rule
Election. Anything in the Plan to the contrary notwithstanding, with
respect to each Participant’s Account Balance determined as of December 31,
2008, the Participant may elect to receive payment of all or a portion of that
Account Balance in any Form of Payment and over any Deferral Period (“Transition Rule
Election”); provided, the Transition Rule Election shall not accelerate
any payment into calendar 2008 that otherwise is payable in a calendar year
after calendar 2008 and shall not postpone any payment that is or becomes
payable during calendar 2008 into a calendar year after calendar 2008. Separate
Transition Rule Elections may be made with respect to separate portions of the
Participant’s December 31, 2008 Account Balance. The Transition Rule Election or
Elections shall be in writing on a form approved by the Committee (or its
delegate) and received by the Committee (or its delegate) not later than
December 31, 2008.





ARTICLE
6


ADMINISTRATION


6.1 Plan
Administration.


(a)  Committee Administers;
Delegation. This Plan shall be administered by the Committee, which shall
have discretionary authority to make, amend, interpret and enforce all
appropriate rules and regulations for the administration of the Plan and decide
or resolve any and all questions including interpretations of the Plan, as may
arise in connection with the Plan. The Committee may delegate to one or more
officers of the Company the authority to administer the Plan in accordance with
the terms hereof, provided that none of such officers shall exercise any
discretion to determine the amount due, or the form or timing of the election to
defer Compensation or the payment of amounts due under the Plan with respect to
any one or more of such officers. By adoption of this amendment and restatement,
the Committee has delegated such limited authority to the Chief Executive
Officer, Chief Financial Officer and Chief Administrative Officer of the Company
as a committee to act by a majority thereof. Subject to the foregoing, in the
administration of the Plan, the Committee may, from time to time, employ agents
and delegate to them such administrative duties as it deems appropriate, and may
from time to time consult with legal counsel who may be legal counsel to the
Company.
  10


(b)  Claims.





(i) Any
claims for benefits shall be submitted to the Committee (or its delegate). If
any such claim is wholly or partially denied, the Committee shall notify the
claimant in writing of its decision. The notification shall contain (1) specific
reasons for the denial, (2) specific reference to pertinent Plan provisions, (3)
a description of any additional material or information necessary to perfect the
claim and an explanation of why such material or information is necessary, and
(4) information as to the steps to be taken to submit a request for review. Such
notification shall be given within 90 days (45 days in the case of a claim of
Disability) after the claim is received by the Committee (or within 180 days (75
days in the case of a claim of Disability), if special circumstances require an
extension of time for processing the claim, and if written notice of such
extension and circumstances is given to the claimant within the initial 90-day
period (45 days in the case of a claim of Disability)). If such notification is
not given within such period, the claim shall be considered denied as of the
last day of such period and the claimant may request a review of the
claim.


(ii)
Within 60 days after the date on which the claimant receives a written notice of
a denied claim (or, if applicable, within 60 days after the date on which such
denial is considered to have occurred) (180 days in the case of a claim of
Disability), the claimant (or the claimant’s duly authorized representative) may
(1) file a written request with the Committee for a review of the denied claim
and of pertinent documents and (2) submit written issues and comments to the
Committee. The Committee shall notify the claimant of its decision in writing.
Such notification shall be written in a manner calculated to be understood by
the average person and shall contain specific reasons for the decision as well
as specific referrals to pertinent Plan provisions. The decision on review shall
be made within 60 days (45 days in the case of a claim of Disability) after the
request for review is received by the Committee (or within 120 days (90 days in
the case of a claim of Disability), if special circumstances require an
extension of time for processing the request, such as an election by the
Committee to hold a hearing, and if written notice of such extension and
circumstances is given to you within the initial 60-day period (45 days in the
case of a claim of Disability)). If the decision on review is not made within
such period, the claim shall be considered denied.


(iii)
References to the Committee under this claim procedure shall also refer to its
delegates.


6.2  Deduction of Taxes from
Amounts Payable. The Employer may deduct from the amount to be
distributed under the Plan such amount as the Employer, in its sole discretion,
deems proper for the payment of income, employment, death, succession,
inheritance, or other taxes with respect to benefits under the
Plan.


6.3  Indemnification. Each
Employer shall indemnify and hold harmless each employee, officer, or director
of an Employer to whom is delegated duties, responsibilities, and authority with
respect to the Plan against all claims, liabilities, fines and penalties, and
all expenses reasonably incurred by or imposed upon him (including but not
limited to reasonable attorney fees) which arise as a result of his actions or
failure to act in connection with the operation and administration of the Plan
to the extent lawfully allowable and to the extent that such claim, liability,
fine, penalty, or expense is not paid for by liability insurance purchased or paid for
by an Employer. Notwithstanding the foregoing, an Employer shall not indemnify
any person for any such amount incurred through any settlement or compromise of
any action unless the Employer consents in writing to such settlement or
compromise.
  11


6.4  Expenses. The
expenses of administering the Plan shall be paid by the
Employer.


6.5  Binding Decisions or
Actions. The decision or action of the Committee in respect of any
question arising out of or in connection with the administration, interpretation
and application of the Plan and the rules and regulations thereunder shall be
final and conclusive and binding upon all persons having any interest in the
Plan.





ARTICLE
7


MISCELLANEOUS


7.1 Amendment;
Termination.


(a)  Amendment. The Board
or the Committee (but not a delegate) may at any time amend the Plan in whole or
in part. However, no amendment shall be effective to decrease or restrict any
then existing Account Balance or to change the Company’s obligations under any
then existing Beneficiary designation. Without limiting the foregoing, such
amendment may freeze further eligibility and deferrals (which amendment may be
effective as soon as permitted under Section 409A of the Code), but continue to
credit and debit a hypothetical investment return (under Section 4.5) and pay
Account Balances in accordance with the terms of Articles 4 and
5.


(b)  Termination. The
Committee (but not a delegate) or the Board may at any time terminate the Plan
in its entirety, in which event all deferrals shall immediately cease, the
Company shall complete a final accounting of all Account Balances and all
Account Balances shall be distributed in a lump sum as soon as may be
practicable but not later than the fifteenth day of the third month
thereafter.


(c)  409A Controls. The
foregoing to the contrary notwithstanding, no amendment or termination of the
Plan shall accelerate the payment of any amount to a Participant or Beneficiary
from the date on which such amount otherwise is payable hereunder except as
permitted pursuant to Treasury Regulation Section
L409A-3(j).


7.2 Unsecured General Creditor;
Transfers in Trust.


(a) This
Plan is unfunded and accordingly the Company’s (and each Employer’s)
obligation under the Plan shall be that of an unsecured promise to pay money in
the future. Benefits shall be paid from the Company’s (or other Employer’s)
general assets and accordingly Participants and their Beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights, interest or
claims in any property or assets owned or which may be acquired by the Company
(or any other Employer). Such assets of the Company (and each other Employer)
shall not be held under any trust for the benefit of Participants, their
beneficiaries, heirs, successors or assigns, or held in any way as collateral
security against the obligations of the Company under this Plan. The Company in
its sole discretion may elect to provide for its liabilities
under this Plan through a trust or funding vehicle; provided, the terms of any
such trust or funding vehicle shall not alter the status of Participants and
Beneficiaries as mere general unsecured creditors of the Company (and each other
Employer) or otherwise cause the Plan to be funded or benefits taxable to
Participants except upon actual receipt.
  12


(b)
Anything in the Plan or in any trust providing benefits under the Plan to the
contrary notwithstanding, no asset of any such trust shall be located outside
the United States of America. Anything in the Plan to the contrary
notwithstanding, at no time shall any asset of the Company or any member of the
Company’s controlled group (as defined at Section 2.19) be restricted, set
aside, reserved or transferred in trust for the benefit of (a) any Participant
under the Plan, as a result of a change in the financial health of the Company
or any controlled group member or (b) an applicable covered employee (to the
extent applicable under Section 409A(b)(3)(A)(i) of the Code) or other employee,
that is a Participant under the Plan, at any time during a restricted period
respecting any tax-qualified defined benefit plan sponsored by the Company or
any other controlled group member (other than a multi-employer defined benefit
plan for employees covered by a collective bargaining agreement with the Company
or any controlled group member). For such purpose, “applicable covered
employee” and “restricted period”
shall have the meanings set forth in Section 409A(b)(3) of the
Code.


7.3 Notice. Any notice or
filing required or permitted to be given to the Committee (or its delegate)
under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to:


If to the
Company or any Employer:


CLARCOR
Inc.


840
Crescent Centre Drive


Suite
600


Franklin,
TN 37067


ATT:
Chief Administrative Officer


If to the
Participant or Beneficiary:


At the
last known address on the personnel records of the
Employer


Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the third day after the date shown on the postmark on the receipt
for registration or certification.


7.4 Incapacity. If the
Committee (or its delegate) finds that any Participant or Beneficiary to whom an
amount is payable under this Plan is unable to care for his affairs, any payment
due (unless prior claim therefore shall have been made by a duly authorized
guardian or other legal representative) may be paid, upon appropriate
indemnification of the Committee (and its delegates), to any person who is
charged with the support of the Participant or Beneficiary. Any such payment
shall be payment for the account of the Participant and shall be a complete
discharge of any liability of the Company and each Employer under the Plan to
the Participant or Beneficiary.
  13


7.5  Nonassignabilitv.
Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber,
transfer, hypothecate, or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof. The rights to all such amounts are
expressly declared to be unassignable and non-transferable. No part of the
amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony, or separate
maintenance owned by Participants or any other person, nor be transferable by
operation of law in the event of a Participant’s or any other person’s
bankruptcy or insolvency, except as required by law.


7.6  Not a Contract of
Employment. The terms and conditions of this Plan shall not be deemed to
constitute a contract of employment between the Employer and a Participant, and
a Participant shall have no rights against the Employer except as may otherwise
be specifically provided herein. Moreover, nothing in the Plan shall be deemed
to give a Participant the right to be retained in the service of the Company or
to interfere with the right of the Company to discipline or discharge an
employee at any time.


7.7  Miscellaneous. Use of
the masculine, feminine and neuter pronouns in this Plan are intended to be
interchangeable and use of the singular shall include the plural, unless the
context clearly indicates otherwise. The captions of the articles and sections
of this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions. The use of the words
“include,” “includes” and “including” shall be deemed to be followed by the
words and punctuation, “without limitation,”. This Plan shall be governed
by the laws of the United States and, to the extent not preempted thereby, the
laws (other than its conflict of laws rules) of the State of Tennessee. The
illegality or invalidity of any provision of this Plan shall not affect its
remaining parts, but this Plan shall be construed and enforced without such
illegal or invalid provisions. The provisions of this Plan shall bind and inure
to the benefit of the Company and its successors and assigns. The term
successors as used herein shall include any corporation or other business entity
which shall, whether by merger, consolidation, purchase of assets, or otherwise,
acquire all or substantially all of the business or assets of the Company, and
successors of any such corporation or other business entity.
  14





SCHEDULE


Pursuant
to Section 4.5(c) of the Plan the available hypothetical investment funds are as
follows:




Prime
      Money Market FundIntermediate-Term
      Treasury FundIntermediate-Term
      Investment-Grade FundWellington
      Fund500
      Index FundWindsor
      II FundU S
      Growth FundMid-Cap
      Index FundSmall-Cap
      Index FundExplorer
      FundInternational
      Growth FundTarget
      Retirement 2005 FundTarget
      Retirement 2015 FundTarget
      Retirement 2025 FundTarget
      Retirement 2035 FundTarget
      Retirement 2045 FundTarget
      Retirement Income Fund





15