Exhibit
10.2(f)
  AMENDED
AND RESTATED


CLARCORINC.
  SUPPLEMENTAL
PENSION PLAN


(Effective
January 1, 2008)


TABLE
OF CONTENTS





PageARTICLE
      I
            PURPOSE
      AND EFFECT
            
            
            1ARTICLE
      II
            DEFINITIONS
            
            
            1ARTICLE
      III
            ADDITIONAL
      BENEFITS
            
            
            3ARTICLE
      IV
            BENEFIT
      COMMENCEMENT DATE AND FORM OF PAYMENT OF
    BENEFITS
            
            
            4ARTICLE
      V
            EXPENSES
            
            
            7ARTICLE
      VI
            INALIENABILITY
            
            
            8ARTICLE
      VII
            AMENDMENT
      AND TERMINATION OF THIS PLAN
            
            
            8ARTICLE
      VIII
            OBLIGATIONS
      OF SUCCESSORS
            
            
            8ARTICLE
      IX
            PARTICIPANT’S
      RIGHTS; PAYMENT FROM TRUST
            
            
            8ARTICLE
      X
            FORFEITURE
      OF BENEFITS
            
            
            9ARTICLE
      XI
            ADMINISTRATION
            
            
            9


AMENDED
AND RESTATED


CLARCOR
INC.
 SUPPLEMENTAL
PENSION PLAN


(Effective
January 1, 2008)


CLARCOR
Inc., a Delaware corporation (“CLARCOR”), adopted,
effective as of December 1, 1994, the unfunded 1994 Supplemental Pension Plan,
which CLARCOR hereby fully amends, restates and retitles as the “Supplemental
Pension Plan” effective January 1, 2008 (“Plan”), providing for the payment of
certain retirement and other benefits to
Participants.


ARTICLE
I


PURPOSE
AND EFFECT


1.1  Purpose. This Plan is
intended to provide participants in the CLARCOR Pension Plan with total
retirement or termination benefits that, but for the provisions of certain
limitations of the Internal Revenue Code of 1986, as amended from time to
time (“Code”),
would be provided by the CLARCOR Pension Plan. This amendment and
restatement is adopted principally for the purpose of compliance with
Section 409A of the Code.


1.2  Grandfathered
Benefits. All benefits that were accrued and vested under the
Plan prior to January 1, 2005 (“grandfathered
benefits”), whether or not payment had commenced by that date, shall
be governed by the terms of the Plan as in effect on October 3, 2004 (“1994Plan”) and not this
amendment and restatement of the Plan. All Participants accruing
benefits from and after the effective date of this amendment and
restatement of the Plan were fully vested in their benefit on December 31,
2004 and are entitled to grandfathered benefits. For all purposes, the
amount of a Participant’s grandfathered benefit under the 1994 Plan shall be
equal to the present value of the amount that the Participant would have
been entitled to receive if he had voluntarily terminated all services
(without Cause, as defined under the 1994 Plan) on December 31, 2004 and
commenced to receive payment of the benefit due under the 1994 Plan on the
earliest possible date allowed under the 1994 Plan in the form having the
maximum value.


1.3  Effect. This
amendment and restatement of the Plan applies to all benefits that are not
grandfathered benefits.


ARTICLE
II


DEFINITIONS


For all
purposes of the Plan, the following terms shall have the following
meanings:


“Benefit Limitations”
means the provisions of Sections 401(a)(17) and 415, or their successors, of the
Code as in force from time to time.


“Board” means the
Board of Directors of CLARCOR Inc. “Director” or “Directors” means one
or more members of the Board.


“Cause” means fraud,
misappropriation or intentional material damage to the property or business of
CLARCOR or commission of a felony.
  1
  “Change of Control”
means the occurrence of any of the following events:


(a)  The
acquisition (other than from CLARCOR) 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
CLARCOR’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
CLARCOR’s then outstanding common stock and then outstanding
voting securities, as the case may be; or


(b)  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 CLARCOR’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


(c)  The
consummation of a reorganization., merger, or consolidation of CLARCOR, in
each case, with respect to which persons who were the shareholders
of CLARCOR 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


(d)  In any
transaction, or series of transactions during a 12-month period, any person
purchases or otherwise acquires assets of CLARCOR having a gross fair market
value equal to or exceeding 40% of the total gross fair market value of all
of CLARCOR’s assets immediately prior to such transaction (or immediately
prior to the first in such series of transactions). For the purpose of this
paragraph (d), 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 CLARCOR underlying such
option.
  2


“CLARCOR Pension Plan”
means the CLARCOR Inc. Pension Plan (formerly the 1984 Restated CLARCOR Pension
Trust) as restated or amended, and effective for benefits accruing or becoming
vested (or both), from time to time after October 3,
2004.


“Committee” means the
Compensation Committee of the Board.


A
Participant shall be “Disabled” on the date
that the 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 is receiving income replacement benefits for a least 3
months under CLARCOR’s or other participating employer’s long-term disability
plan.


“Employer” means
CLARCOR and each subsidiary of CLARCOR that is a participating employer under
the CLARCOR Pension Plan,


“Participant” means an
officer or key employee of an Employer who is a participant in the CLARCOR
Pension Plan and whose anticipated benefit level under the CLARCOR Pension Plan
is subject to reduction or limitation as a result of the Benefit
Limitations.


“PBGC” means the
Pension Benefit Guaranty Corporation.


“Plan” means this Amended and Restated
CLARCOR Inc. Supplemental Pension Plan, as may be amended from time to time
hereafter, as set forth herein.


A
Participant’s “Separation from
Service” means a termination of the Participant’s employment in which the
Participant and Employer reasonably anticipate that no further services would be
performed by the Participant for the Employer, or any other member of CLARCOR’s
controlled group (within the meaning of Treasury Regulation Section 1.409A-l(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 for CLARCOR and all other members of the controlled group and
otherwise within the scope of Treasury Regulation Section
1.409A-l(h).


ARTICLE
III


ADDITIONAL
BENEFITS


Each
Participant shall be entitled to receive total retirement or termination
benefits with respect to his total period of service for CLARCOR and its
subsidiaries that are equal to the benefits that the Participant would have
received (i) if he was a Participant under the CLARCOR Pension Plan during the
entire period of such service covered by the Plan, and (ii) if the CLARCOR
Pension Plan did not contain the Benefit Limitations. If upon retirement or
other termination a Participant (or spouse (for all purposes hereunder, as
determined under the CLARCOR Pension Plan), beneficiary or other person entitled
to receive benefits on behalf of a Participant) shall receive from the CLARCOR
Pension Plan, and from all other tax qualified retirement plans of CLARCOR and
its subsidiaries, total retirement or other termination benefits that are
less than the amount described in the preceding sentence, such Participant (or
other person) shall be entitled to receive, as a benefit under the Plan, an
amount equal to the deficiency. If, and to the extent that, retirement or
termination benefits are payable under a tax qualified retirement plan other
than the CLARCOR Pension Plan, the Board or Committee (or its delegate) shall
determine the actuarial equivalent value of the benefits payable under such plan
and apply such value in determining the amount of such deficiency. On the
effective date of this amendment and restatement of the Plan, the only
Participants accruing a benefit under the Plan from and after January 1, 2005
are those who are also actively participating and accruing additional benefits
under the CLARCOR Pension Plan during such period.


3
  ARTICLE
IV


BENEFIT
COMMENCEMENT DATE AND FORM OF PAYMENT OF BENEFITS


4.1  General. The benefits
payable under Article
III of the Plan shall be paid at such time and in such form as are
set forth in this ArticleIV.Such benefits shall be paid
to the same persons who are entitled to receive the benefit payable under
the CLARCOR Pension Plan to which such benefit
relates.


4.2  Election as to Time and Form
of Payment of Benefits. Each Participant shall elect, in writing on
a form approved by the Board or Committee that is received and approved
by the Board or Committee (or its delegate) on or before the day in which
such election becomes irrevocable (as hereinafter provided), a Benefit
Commencement Date and a Form of Benefit with respect to the Participant’s
benefit accrued under the Plan after December 31, 2004 and
hereafter accruing, in accordance with the following
provisions:


(a)  The
“Benefit Commencement
Date” designated by the Participant shall be the latest of (i) the
date of the Participant’s attainment of age 55, (ii) attainment of either a
fixed age after age 55 (and not later than attainment of age 65) or date as
may be designated by the Participant, and (iii) the date of the
Participant’s Separation from Service. In the absence of a Participant’s
written designation of a Benefit Commencement Date under Section
4.2(a)(ii), Section 4.2(a)(ii) shall be disregarded. Upon the commencement
of benefit payments hereunder, such payments shall not be suspended upon
any resumption of services with CLARCOR or any subsidiary by the
Participant following a Separation from Service (and without regard for
any suspension of benefits under the CLARCOR Pension
Plan).


(b)  The “Form of Payment”
designated by the Participant shall be from one of:


(i) One
form of payment from among the forms of payment available to participants under
the CLARCOR Pension Plan to which such benefit relates as are available at the
time of such election; or


(ii) A
single sum payment that is the actuarial equivalent of the normal form of
benefit as in effect at the time of such election under the CLARCOR Pension Plan
(which on the effective date of this amendment and restatement of the Plan is a
single life and 10-year certain annuity) based on the unisex mortality
assumptions being used on the Benefit Commencement Date to calculate alternative
benefits under the CLARCOR
Pension Plan and on the immediate interest rate that would be used by the PBGC
for purposes of determining the present value of a lump sum distribution on a
tax-qualified plan termination as in effect on the Benefit Commencement
Date.
  4


In the
absence of a Participant designation of a Form of Payment, the Participant shall
be deemed to have elected to receive his benefit under the Plan as a single life
and 10-year certain annuity if the Participant is then unmarried and as a joint
and 100% survivor annuity if the Participant is then
married.


(c)  For
Participant’s having an accrued benefit under the Plan on December 31, 2008
(to the extent not constituting a grandfathered benefit), the
Participant’s election under this Section 4.2, whether deemed or by the
Participant in writing, shall become irrevocable on December 31, 2008;
provided, no election made by the Participant under Section 4.2, shall
cause any benefit that otherwise becomes payable during the 2008 calendar year
under the Plan to be paid in any calendar year after 2008 or to accelerate
into the 2008 calendar year payment of any benefit that otherwise would be
payable after the 2008 calendar year. The election under this Section 4.2
for any Participant who initially accrues a benefit under the Plan after
December 31, 2008 shall be made (whether deemed or made by the Participant in
writing) within, and become irrevocable, 30 days following the last day of
the first plan year in which the Participant accrues a benefit under the
Plan. For this purpose, the “plan year” is a twelve-month period ending on
November 30.


(d)  Anything
in the Plan to the contrary notwithstanding, single sum payments due under
the Plan shall be paid and annuity payments shall commence not later than the
later of December 31 of the calendar year in which the Benefit Commencement
Date (or any other such date in which such payment may be due) occurs or
the fifteenth day of the third calendar month following the Benefit
Commencement Date (or such other payment due date), and not more than 30
days prior to the Benefit Commencement Date (or such other payment due date),
and the Participant shall have no authority (directly or indirectly) to
designate which taxable year of the Participant such amount is paid or
annuity commences.


4.3 Subsequent
Elections.


(a)  A
Participant who has elected a Form of Payment that is a life
annuity (within the meaning of Treasury Regulation Section
1.409A-2(b)(2)(ii)) may, at any time and from time to time after the
Participant’s initial election otherwise has become irrevocable
under Section 4.2(c), subsequently elect another Form of Payment that also
is a life annuity having an actuarial equivalent value to the Form of
Payment in effect immediately prior to such subsequent election (determined
in the same manner as provided for such Form of Payment under the CLARCOR
Pension Plan). On the effective date of this amendment and restatement of the
Plan, all Forms of Payment under Section 4.2(b)(i) constitute a life
annuity under such regulation. A subsequent election under this Section
4.3(a) shall supersede the Participant’s previous Form of Payment election
(or deemed election).
 
 5


(b)  After the
date on which the Participant’s election becomes irrevocable under Section
4.2(c), the Participant may subsequently elect a Form of Payment under
Section 4.2(b) (other than as to an election under Section 4.3(a)),
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 single sum payment is
scheduled to occur or other benefit would commence, respecting a modification of
any elected fixed date for such payment under Section 4.2(a)(3);
and


(iii) Provides
that such lump sum payment or annuity benefit 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 a Separation from
Service due to death or Disability.


A
subsequent election under this Section 4.3(b) shall supersede the Participant’s
latest preceding election (including any deemed election) under the Plan.
Anything in this Section 4.3(b) to the contrary notwithstanding, any election
under this Section 4.3(b) shall be void if the Participant is participating
under the CLARCOR Executive Retirement Plan and has not made the same subsequent
election as to form of payment under such plan as is made as under this
Plan.


4.4 Payment Under Special
Circumstances. Anything herein to the contrary
notwithstanding:


(a)  If a
Participant shall die (i) after the Participant had become vested in
his benefit under the CLARCOR Pension Plan, (ii) prior to the Participant’s
annuity starting date thereunder, and (iii) prior to the Participant’s
Benefit Commencement Date under the Plan, and thereupon the Participant’s
surviving spouse becomes entitled to a pre-retirement survivor annuity
under the CLARCOR Pension Plan, then the Participant’s surviving spouse shall
be entitled to a benefit commencing on the date of the Participant’s death
in the form of a Survivor Annuity (as determined under the CLARCOR Pension
Plan but taking into account the principles under Article III in
determining the amount of such benefit). If the Participant shall die
before the Participant’s Benefit Commencement Date and if no qualified
pre-retirement survivor annuity under the CLARCOR Pension Plan is payable,
then no benefit shall be payable under the Plan.


(b)  If the
Participant shall become Disabled prior to the Participant’s
Benefit Commencement Date, the Participant’s Benefit Commencement Date
shall be deemed to be the date the Participant becomes Disabled without
regard for any contrary written or deemed election by the Participant under
Section 4.2(a).


(c)  If the
actuarial present value of a Participant’s benefit on the
Participant’s Benefit Commencement Date, as determined in accordance the
interest and mortality assumptions applicable under the CLARCOR Pension
Plan on such date for the determination of benefit actuarial equivalency,
is less than $5,000, such benefit shall be paid to the Participant in
a single sum within 60 days following the Benefit Commencement Date in full
satisfaction of the Participant’s interest in any benefit under the
Plan.


(d)  Upon a
Participant’s Separation from Service (or death) upon or at any time
following the occurrence of a Change of Control, the Participant’s (or, for a
deceased  Participant,
his surviving spouse’s or other beneficiary’s) benefit shall become immediately
payable in a single sum in amount equal to the actuarially equivalent value of
such benefit (i) in the case of a Change of Control occurring before the
Participant’s Benefit Commencement Date, as determined under Section 4.2(a)(ii)
and (ii) in the case of a Change of Control occurring after the Participant’s
Benefit Commencement Date, in an amount that is actuarially equivalent to the
Participant’s remaining unpaid benefit payment amount determined under Section
4.2(a)(ii) but applying a mortality factor and interest rate as would apply if
the Participant’s Benefit Commencement Date was the date of the Change of
Control.
  6


(e)  Any
payment due to a Participant, as a single sum or as an annuity, commencing
upon the occurrence of a Separation from Service who is a specified employee
shall be delayed and the delayed amount paid in a single sum, together with
interest thereon (not compounded) at the prime rate, 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” on the date of the
Participant’s Separation from Service 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.


(f)  Except as
provided at Section 4.4(d), if the Form of Payment is a single sum and the
full amount of the single sum would not be deductible by CLARCOR, under
the provisions of the Code if paid in one taxable year of CLARCOR, CLARCOR
shall delay payment of such portion that would not be deductible and pay
that amount in the first succeeding taxable year of the Participant in
which it is deductible by CLARCOR. Interest shall be paid on the unpaid
balance at the prime rate.


ARTICLE
V


EXPENSES


Costs and
expenses of administering the Plan and providing its benefits shall be paid by
CLARCOR. CLARCOR shall pay, to the full extent permitted by law, all legal fees
and expenses which the Participant may reasonably incur as a result of any
contest (regardless of the outcome thereof) by CLARCOR, the Participant or
others of the validity or enforceability of, or liability under, any provision
of the Plan or any guarantee of performance thereof (including as a result of
any contest by the Participant about the amount of any payment pursuant to the
Plan), plus in each case interest on any delayed payment of such fees and
expenses at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Code (determined as of the date such contest commences), and for such delay
in payment of the Participant’s benefit bearing interest in the manner provided
under Section 4.4(d). In all events, such payment of fees and expenses shall be
made not later than the last day of the taxable year of the Participant
following the taxable year in which such fees or expenses were
incurred.
  7




ARTICLE
VI


INALIENABILITY


No
benefit payment under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge prior to
actual receipt thereof by a Participant or his spouse or beneficiary and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge prior to such receipt shall be void; nor shall CLARCOR be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person entitled to any benefit.


ARTICLE
VII


AMENDMENT
AND TERMINATION OF THIS PLAN


CLARCOR
may amend or terminate the Plan at any time by action of the Board, without the
consent of any Participant or his spouse or beneficiaries; provided, however,
that (a) the Plan shall not be amended or terminated so as to reduce the
benefits payable to a Participant to less than the amount the Participant would
have been entitled to receive if the Participant had retired (if the Participant
was then eligible to do so) or otherwise terminated his employment immediately
preceding the effective date of such amendment or termination; (b) no amendment
or termination shall reduce the benefit payable under the Plan to a Participant
whose employment terminated prior to such amendment or termination, or to a
spouse or beneficiary of such Participant; and (c) 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
1.409A-3(j).


ARTICLE
VIII


OBLIGATIONS
OF SUCCESSORS


CLARCOR
shall not be a party to any merger, consolidation or reorganization, or sale of
all or substantially all of its assets and businesses, unless its obligations
under the Plan are expressly assumed by its successor or successors. The
provisions of the Plan shall bind and inure to the benefit of CLARCOR and its
successors and assigns.


ARTICLE
IX


PARTICIPANT’S
RIGHTS; PAYMENT FROM TRUST


9.1Benefits Unsecured.
The right of a Participant or any person claiming under the Plan to receive
distributions hereunder shall be an unsecured claim against the general assets
of CLARCOR and no Participant (or surviving spouse or other beneficiary) shall
have any rights in or against any particular asset of CLARCOR. Such assets of
CLARCOR 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 CLARCOR under the Plan. The Company in its
sole discretion, may, however, elect to provide for its liabilities under the
Plan through a trust or funding vehicle; provided, however, that the terms of
any such trust or funding vehicle shall not alter the status of Participants,
surviving spouses and other beneficiaries as mere general unsecured creditors of
CLARCOR or otherwise cause the Plan to be funded or benefits taxable to
Participants, surviving spouses and other beneficiaries except upon actual
receipt.
  8


9.2  Limitation on Trust.
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 CLARCOR or any member of
CLARCOR’s controlled group (as defined under “Separation from Service” at
Article II) 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 CLARCOR 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 CLARCOR or any other
controlled group member (other than a multi-employer defined benefit plan
for employees covered by a collective bargaining agreement with CLARCOR or
any controlled group member). For such purpose, “applicablecovered employee” and
“restricted
period” shall have the meanings set forth in Section 409A(b)(3)
of the Code.


9.3  No Right To
Employment. Nothing herein shall confer upon any Participant
any right to continue in the Employer’s employment.


ARTICLE
X
 FORFEITURE
OF BENEFITS


10.1  Forfeiture for Cause.
If the employment of a Participant is terminated by the Employer for Cause
no benefits shall be payable from the Plan to or with respect to
such Participant.


10.2  Forfeiture for Breach of
Participant Obligations. Anything to the contrary contained in the
Plan notwithstanding, unless the Board or Committee shall otherwise
determine in its sole discretion, all benefits paid or payable to a
Participant (or surviving spouse or other beneficiary) under the Plan shall
be forfeited if the Participant, prior to a Change of Control and without
the prior written consent of CLARCOR, knowingly engages in (as owner,
partner, shareholder, employer, director, officer, agent, consultant or
otherwise), with or without compensation, any business which is in
competition with CLARCOR or any of its subsidiaries or if the Participant,
without the prior written consent of CLARCOR, provides any third party
with any confidential information with respect to CLARCOR or any of its
subsidiaries.


ARTICLE
XI


ADMINISTRATION


11.1 Administration. This
Plan shall be administered by the Board which may delegate (and revoke such
delegation of) its duties to or request advice from the Committee. On the date
of this amendment and restatement of the Plan, the Board has delegated its
administrative responsibilities (but not its authority to determine
Participants, as defined under Article II) to the Committee. The Board or
Committee shall have sole discretionary authority to control and manage the
operations and administration of the Plan, including the authority to construe
and interpret the Plan, decide all questions of eligibility and determine the
amount, manner and time of payment of any benefits hereunder, and all other
rights and powers necessary and convenient to the carrying out of its functions
hereunder. Any decision by the Board or Committee
shall be final and binding on all parties hereto, subject to the claims
procedure described below. The Board or Committee may appoint one or more
officers of CLARCOR to assist it in the administration of 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 payment of
benefits due under the Plan with respect to any one or more of such
officers.
  9


11.2  Incapacity. If the
Board or Committee finds that any Participant, surviving spouse or other
beneficiary to whom an amount is payable under the Plan is unable to care for
his affairs, any payment due (unless prior claim therefor shall have been
made by a duly authorized guardian or other legal representative) may be
paid, upon appropriate indemnification of the Board and Committee to any
person who is charged with the support of the Participant, surviving spouse
or other beneficiary. Any such payment shall be payment for the benefit of
the Participant and shall be a complete discharge of any liability of
Employers under the Plan to the Participant, surviving spouse or other
beneficiary.


11.3  Claims. Any denial of
a claim for benefits hereunder shall be stated in writing, shall set forth
the specific reasons for the denial, and the Participant shall be given a
reasonable opportunity for review and appeal of the decision denying the
claim, all in accordance with the claims procedures set forth in the
CLARCOR Pension Plan for claims with respect to benefits thereunder (the
terms of which are hereby incorporated herein by reference), except that
the Board or Committee shall act in place of the Pension Committee under
the CLARCOR Pension Plan.


11.4  Indemnification.
CLARCOR shall indemnify and hold harmless each employee, officer, or
director of CLARCOR (or any other employer hereunder) 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 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
CLARCOR. Notwithstanding the foregoing, CLARCOR shall not indemnify
any person for any such amount incurred through any settlement or
compromise of any action unless CLARCOR consents in writing to such
settlement or compromise.


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


If to
CLARCOR:


CLARCOR
Inc.


840
Crescent Centre Drive


Suite
600


Franklin,
TN 37067


ATT:
Chief Administrative Officer


If to the
Participant, surviving spouse or other beneficiary:


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


11.6  Construction. The
captions of the articles and sections of the Plan are for convenience only
and shall not control or affect the meaning or construction of any of
its provisions. Use of the masculine, feminine and neuter pronouns in the
Plan are intended to be interchangeable and use of the singular shall
include the plural, unless the context clearly indicates otherwise. The use
of the words “include,” “includes” and “including” shall be deemed to
be followed by the words and punctuation, “without limitation,”. The illegality
or invalidity of any provision of the Plan shall not affect its remaining
parts, but the Plan shall be construed and enforced without such illegal or
invalid provisions.


11.7  Applicable Law. This
Plan shall be governed by and subject to applicable Federal laws and the
laws of the State of Tennessee.
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