Exhibit
10.7(b)
  CLARCOR
INC.


AGREEMENT
 FOR
THE ISSUANCE OF
  RESTRICTED
STOCK UNITS


This
agreement (this “Agreement”) made as
of this __ day of _____________, 20__ (the “Award Date”), between
CLARCOR Inc., a Delaware corporation (the “Company”), and «First
Name» «Last Name» (the “Participant”) relates
to the grant to the Participant by the Company of Restricted Stock Units
pursuant to the Company’s 2004 Incentive Plan (the “Plan”). Applicable
provisions of the Plan are incorporated herein as though set forth herein in
full. Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings specified in the Plan.


Section 1 Restricted Stock Unit
Award.The Company hereby awards to the Participant as of the Award Date,
«Units» Restricted Stock Units (the “Units”). Twenty-five
percent (25%) of such Units shall vest on each anniversary of the Award Date
until all of such Units have vested; provided that, except as expressly provided
in Section 3(b) of this Agreement, in the event that the Participant ceases to
be an employee of the Company and all of its subsidiaries, he or she shall
forfeit any Units which have not previously vested. Subject to Section 3 of this
Agreement, promptly after such vesting the Company shall issue to the
Participant one (1) share of Common Stock for each vested Unit, which payment
shall in all events occur not later than the fifteenth day of the third calendar
month following the date on which such Units vest. The Units shall not be
transferable by the Participant by means of sale, assignment, exchange, pledge,
gift, operation of law or otherwise.


Section 2 Voting and Dividend
Rights.Until the issuance of Common Stock to the Participant as provided
in Section 1 of this Agreement, the Participant shall not be entitled to any
rights as a stockholder of the Company with respect to the Common Stock issuable
pursuant to the Units. However, on each date, if any, that the Company pays a
dividend to the holders of its outstanding Common Stock, it shall pay to the
Participant an amount equal to the dividend per share so paid times the number
of vested and unvested Units which have not been paid to the Participant,
pursuant to Section 1 or Section 3, as applies, on the record date for such
dividend, each of which shall be treated as a separate payment
hereunder.


Section 3 Special Deferral Rules.(a) The Participant may elect in writing (on a form approved by the
Compensation Committee) to defer the receipt of the shares of Common Stock
issuable with respect to any vested Units, provided that such election is
received by the Corporate Secretary of the Company on or before the thirtieth
day after the Award Date and provided further that such election is made at
least twelve (12) months prior to the first date on which Units under the Award
vest in accordance with this Agreement. Such deferral election shall be
irrevocable and, subject to Sections 3(b), 3(c), 3(d) and 3(e) of this
Agreement, shall designate the date on which the Units are payable from either
(i) a date that is one (1) to ten (10) full years from the date such Units vest
under Section 1 or (ii) the date of the Participant’s 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
date of the Participant’s separation from service from the Company and all
members of the Company controlled group by reason of his or her death,
retirement on or after age 60, or Disability, all then unvested Units shall
vest and the Units shall be immediately payable to the Participant (or his
or her estate) in a single sum, and in all events shall be paid to the
Participant (or his or her estate) not later than the fifteenth day of the third
calendar month following the Participant’s death or other such separation
from service. On the date of the Participant’s separation from service from
the Company and all members of the Company controlled group by reason of
his or her retirement prior to age 60 with the consent of the Committee,
all then unvested Units shall vest but shall remain payable as provided pursuant
to Section 1 or as may have been elected by the Participant pursuant to
Section 3(a) hereof, as the case may be.


(c)  In
accordance with Article VII, Section 8 of the Plan, upon a Change-in-Control of
the Company, all unvested Units shall immediately vest and, any election
under Section 3(a) to the contrary notwithstanding, all of the Units shall
be payable to the Participant in a single sum within fifteen days
thereafter. Provided, if such Change-in-Control does not constitute a
change in the ownership or effective control of the Company or of a
substantial portion of the assets of the Company (within the meaning of
Treasury Regulation Section 1.409A-3(i)(5); a “409A Change in
Control”), subject to any postponement applicable pursuant to a
subsequent election under Section 3(d), any such payment shall be postponed
until the earliest to occur of (i) a 409A Change in Control, (ii) the
Participant’s separation from service from the Company and all members of
the Company controlled group or (iii) any specified date for payment
elected by the Participant under Section 3(a), and upon which event such Units
shall be paid within fifteen days thereafter.


(d)  Anything
in this Agreement to the contrary notwithstanding, in the event the
Participant makes a deferral election pursuant to Section 3(a) hereof, the
Participant may subsequently modify such election as to the date on which
such Units hereunder are payable, 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 payment of such Units is
scheduled to occur, respecting a modification of an elected fixed date for such
payment (and not respecting a deferral election under Section 3(a) for payment
only upon the occurrence of the Participant’s a separation from service);
and


(iii)
Provides that payment of such Units 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 a separation from service due to death or
Disability.


(e)
Anything in this Agreement to the contrary notwithstanding (and subject to
any further postponement applicable under Section 3(d)), any payment of Units
payable to a Participant
upon the occurrence of a separation from service from the Company and all
members of the Company controlled group 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 earlier of the date that is
six months after the date of such separation from service or the date of the
death of the Participant after such 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.


Section 4 No Discretion of Taxable
Year of Payment.Anything under this Agreement to the contrary
notwithstanding, Participants shall have no discretion to determine the taxable
year in a Units is paid hereunder in such case in which such Unit could be paid
in more than one taxable year pursuant to Section 1 or Section 3, as
applies.
  CLARCOR
      INC.By:Name:Title:Accepted
      this ____ day of _____________, 20__._______________________________________

                  Participant