Exhibit
10.2
  AMENDED
AND RESTATED


DEFERRED
COMPENSATION PLAN


FOR
DIRECTORS OF


CLARCOR
INC.


(Effective
January 1, 2008)


ARTICLE I –PURPOSE


The
Deferred Compensation Plan for Directors of CLARCOR inc. (the “Plan”) shall provide certain members
of the Board of Directors (“Board” and each
member a “Director”) of CLARCOR
Inc., (the “Company”) the
opportunity to defer receipt of compensation, in whole or in part, from the
Company for service as a Director.


ARTICLE II –
PARTICIPATION


A.           Election to
Participate.


Each
Director who is not an employee of the Company may elect to participate in the
Plan (becoming a “Participant”) and
thereby defer receipt of all or a portion of the cash fees to which he or she
may thereafter be entitled as a Director. Each such election shall be in writing
in a form prescribed by the Directors Affairs/Corporate Governance Committee of
the Board (“Committee”) and,
except as otherwise provided herein, shall remain in effect as long as the
Participant shall continue as a Director.


An
initial deferral election to participate may be made within thirty (30) days
after the day first elected as a Director for services performed after the
deferral election is made.


Thereafter,
a deferral election may be made at any time on or before the November 30
preceding the fiscal year for services performed for which fees are
payable.


B.           Election of Manner of
Distribution of Deferred Compensation.


At the
time of the Participant’s election to defer fees under this Plan, pursuant to
Article II(A), the Director shall specify the form of payment and time of
commencement of payment of amounts to be deferred, as
follows:


1. Form of
Payment.


Amounts
deferred under the Plan shall be paid to the Participant in accordance with one
of the following, as the Participant shall elect:


a.
                substantially
      equal annual, quarterly or monthly installments over a period of not more
      than ten years; or


b.
              a
      lump sum.


2.           Commencement of
Payment.


Payment
of amounts deferred under the Plan shall commence in accordance with one of the
following, as the Participant shall elect:


a.
              on
      the first day of the calendar month after the Participant
      ceases being a Director of the Company (and otherwise being a
      separation from service from the Company and all members of the
      Company controlled group, within the meaning of Treasury
      Regulation Sections 1.409A-l(g) and
(h));


b.
              on
      the first day of the first calendar month after the
      Participant attains a specified
age;


c.
              on
      a specific date; or


d.
              on
      the first or last to occur, as the Participant elects, of
      any combination of a, b, or c
above.


3.           Transition
Election


Article
II(B)(1) and (2) to the contrary notwithstanding, Participants may elect a form
of payment under Article II(B)(1) and a payment commencement date under Article
II(B)(2), respecting all deferred fees (including interest earned thereon)
earned or to be earned for services through November 30, 2008 (“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. The
Transition Rule Election shall be in writing on a form approved by the Committee
and received by the Committee not later than, and become irrevocable on,
November 30, 2008.


ARTICLE III –
DESIGNATION OF BENEFICIARY


Each
Participant entitled to payment of amounts hereunder may at any time name any
beneficiary or beneficiaries to whom any such deferred fees (and interest
thereon) are to be paid in case of his or her death before he or she receives
any or all of such fees. Each designation shall revoke all prior designations by
the Participant, and shall be in writing in a form prescribed by the
Committee.


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  ARTICLE IV –
MODIFICATION OR REVOCATION OF PARTICIPATION


A
Participant may, by written notice filed with the Committee at least thirty (30)
days prior to the first day of any fiscal year, cancel or modify his or her
deferral election hereunder effective
with respect to fees earned for services during the succeeding fiscal year and
thereafter. In the event a Participant changes his or her election, the form and
commencement date for payment of any fees previously deferred (and interest
thereon) shall continue to be subject to the terms of the prior election by the
Participant in effect when such fees were earned.


ARTICLE V – DEFERRED
FEE ACCOUNT


The
Company shall create and credit each calendar quarter a special bookkeeping
account (the “Deferred Fee
Account”) the appropriate amounts of fees deferred pursuant to each
Participant’s election. There shall be credited to the Deferred Fee Account each
calendar quarter an additional amount equal to the interest which would have
been earned on such principal amount if such amount had earned interest at a
rate equal to the prime rate as announced and adjusted at the end of each
calendar quarter in The Wall Street Journal (Electronic
Edition).


ARTICLE VI – PAYMENT OF
DEFERRED COMPENSATION


A.           Participant’s
Election.


Except as
otherwise provided in this Article VI, the Company shall pay to any Participant
all amounts deferred in accordance with the participant’s election pursuant to
Article II.


B.           Death of
Participant.


In the
event of a Participant’s death prior to commencement of payments or during the
term of payments as elected by the Participant, the balance in full or any
amounts then remaining in Participant’s Deferred Fee Account shall be
immediately payable in a lump sum to his estate, unless the Participant
designated a beneficiary pursuant to Article III.


C. Change of
Control.


In the
event of a Change of Control prior to commencement of payments or during the
term of payments as elected by the Participant, the balance in full or any
amounts then remaining in Participant’s Deferred Fee Account shall be
immediately payable in a lump sum to the Participant. “Change of Control”
shall have the meaning set forth on the Attachment hereto.


ARTICLE VII – GENERAL
PROVISIONS
  A. Source of
Payment.


All
payments provided by the Plan shall be paid in cash from the general funds of
the Company and no separate fund shall be established and no other segregation
of assets shall be made to assure payment. Nothing contained in this Plan and no
action taken pursuant to the provisions of the Plan shall create or be construed
to create a trust of any kind, or a fiduciary relationship between the Company
and any Participant, his designated beneficiary or any other person. Fees
deferred under the
provisions of this Plan shall continue for all purposes to be a part of the
general funds of the Company. To the extent that any person acquires a right to
receive payments from the Company under this Plan, such right shall be no
greater than the right of any unsecured general creditor of the
Company.


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  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 (within the meaning of Treasury Regulation Section 1.409A-1 (g)) 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
Internal Revenue Code of 1986, as amended (“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.


B.           Nonassignability.


The right
of a Participant or any other person to the payment of deferred compensation or
other benefits under this Plan shall not be assigned, transferred, pledged or
encumbered except by will or by the laws of descent and
distribution.


C.           Right to Continued Service
as a Director.


Nothing
contained herein shall be construed as conferring upon any Participant the right
to continue to serve the Company as a Director or in any other
capacity.


D.           Administration.


The
Committee shall have full power and authority to interpret, construe and
administer this Plan and the Committee interpretation and construction thereof,
and actions thereunder, including the amount or recipient of the payment to be
made therefrom, shall be binding and conclusive on all persons for all purposes.
No member of the Committee or the Board or any employee acting at the direction
of the Committee or the Board shall be liable to any person for any action taken
or omitted in connection with the interpretation and administration of this Plan
unless attributable to his own willful misconduct or lack of good
faith.


E.          
 Amendment of
Plan.


The Plan
may be amended from time to time by the Board, but no such amendment shall
permit amounts deferred pursuant to the Plan prior to the amendment
to be paid to a Participant prior to the time that he would otherwise be
entitled thereto or in a form other than that which otherwise would be payable
hereunder.


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  F.           
Effective Date of
Amended and Restated Plan


This
amendment and restatement of the Plan shall be effective with respect to any
cash fees payable to a Director for services as such on and following January 1,
2008.


G.           
Termination of
Plan.


The Plan
will continue in effect until terminated by the Board, but in the event of such
termination, except for any payment upon such termination as is then permitted
pursuant to Treasury Regulation Section 1.409A-3(j), the amounts deferred
pursuant to the Plan prior to its termination will continue to be subject to the
provisions of the Plan as if the Plan had not been
terminated.


H. Notices.


All
notices or elections required or permitted under the Plan shall be in writing
and addressed, if to the Company to: CLARCOR Inc., 840 Crescent Centre Drive,
Suite 600, Franklin, Tennessee 37067, ATT: Chief Administrative Officer. If to
the Participant, to the most recent address of the Participant on the books of
the Company. Notices may be delivered personally or by mail. All notices and
elections shall be effective only upon actual receipt by the
addressee.


DATED at
Franklin, Tennessee this _______ day of ____________, 2008 pursuant to
the resolution of the Board
of Directors, dated __________________, 2008.




CLARCOR
      Inc.By:Norman
      E. Johnson,Chairman
      of the Board &Chief
      Executive Officer




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  ATTACHMENT
  Change of Control
  “Change of Control”
shall mean the occurrence of any of the following events:


1.      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 of 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


2.      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


3.      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


4.      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 of 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.
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