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                                                                EXHIBIT 10.5(B)

                                  CLARCOR INC.

                                   RESOLUTIONS
                                     OF THE
                               BOARD OF DIRECTORS
                        AMENDING THE 1994 INCENTIVE PLAN

        Pursuant to Article IX, Section 2 of the Company's 1994 Incentive Plan
(the "Plan"), the Board of Directors of CLARCOR Inc. adopted and approved the
following amendments to the Plan.

        RESOLVED, that on September 20, 1999, Article II, Section 3a of the Plan
be amended to read in its entirety as follows:

                  "(a) Retirement. Subject to paragraph (e) below and unless
                  otherwise determined by the Committee, if the employment by
                  the Company of the holder of an option or SAR terminates by
                  reason of retirement on or after age 65 (or prior to such age
                  with the consent of the Committee), each option and SAR held
                  by such holder shall become fully exercisable and may
                  thereafter by exercised by such holder (or such holders
                  guardian, legal representative or similar person) for a period
                  specified at any time or from time to time by the Committee
                  prior to the date on which such retirement begins; provided
                  that such period shall not extend beyond the expiration date
                  of the term of such option or SAR specified in the Agreement
                  relating thereto."

        RESOLVED, that on December 20, 1999, Article IX, Section 5 Tax
Withholding be, and it is hereby amended by the deletion therefrom of the
sentence reading "An Agreement may provide for shares of Common Stock to be
delivered or withheld having an aggregate Fair Market Value in excess of the
minimum amount required to be withheld, but not in excess of the amount
determined by applying the holder's maximum marginal tax rate." and substituting
therefor the following sentence: "Shares of Common Stock to be delivered or
withheld may not have an aggregate Fair Market Value in excess of the amount
determined by applying the minimum statutory withholding rate."

        RESOLVED, FURTHER, that Article II, Section 1(c) Method of Exercise,
shall be amended by deleting clause (C) therefrom so that such provision reads
in its entirety as follows:

                  "(c) Method of Exercise. An option may be exercised (i) by
                  giving written notice to the Company specifying the number of
                  whole shares



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                  of Common Stock to be purchased and accompanied by payment
                  therefor in full (or arrangement made for such payment to the
                  Committee's satisfaction) either (A) in cash, (B) in
                  previously owned whole shares of Common Stock (which the
                  optionee has held for at least six months prior to delivery of
                  such shares and for which the optionee has good title free and
                  clear of all liens and encumbrances) having a Fair Market
                  Value, determined as of the date of exercise, equal to the
                  aggregate purchase price payable pursuant to such option by
                  reason of such exercise, (C) in cash by a broker-dealer
                  acceptable to the Company to whom the optionee has submitted
                  an irrevocable notice of exercise or (D) a combination of (A)
                  and (B), in each case to the extent determined by the
                  Committee at the time of grant of the option, (ii) if
                  applicable, by surrendering to the Company any Tandem SARs
                  which are canceled by reason of the exercise of the option and
                  (iii) by executing such documents as the Company may
                  reasonably request. The Committee shall have sole discretion
                  to disapprove of an election pursuant to any of clauses (B)
                  through (D) above. No shares of Common Stock shall be issued
                  until the full purchase price has been paid."

        RESOLVED, FURTHER, that Article II, Section 3(c) Other Termination shall
be amended to read in its entirety as follows:

                  "(c) Other Termination. Subject to paragraph (e) below and
                  unless otherwise determined by the Committee at the time of
                  grant of an option or SAR, as the case may be, if the
                  employment by the Company of the holder of an option or SAR
                  terminates for any reason other than retirement on or after
                  age 65 (or prior to such age with the consent of the
                  Committee), Disability or death, each option and SAR held by
                  such holder shall terminate 90 days (or such shorter period as
                  may be determined by the Committee) after the date of such
                  termination of employment or upon the expiration of the term
                  of such option or SAR, whichever period is shorter. Such
                  option or SAR shall be exercisable only to the extent such
                  option or SAR was exercisable the date of such holder's
                  termination of employment."