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                                                              EXHIBIT 10.4(c)(1)


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This Amended and Restated Employment Agreement by and between CLARCOR
Inc., a Delaware corporation (the "Corporation"), and Norman Johnson (the
"Executive") is dated as of December 17, 2000 (this "Agreement").

                               W I T N E S S E T H

         WHEREAS, the Executive currently serves as the Chairman of the Board of
Directors, President and Chief Executive Officer of the Corporation pursuant to
an Amended and Restated Employment Agreement dated as of March 25, 2000 (the
"Amended Agreement"); and

         WHEREAS, the Executive and the Corporation desire to amend and restate
the Amended Agreement as hereinafter provided to clarify certain terms and
conditions of Executive's employment by the Corporation as its Chairman of the
Board, President and Chief Executive Officer.

         NOW, THEREFORE, It is mutually agreed as follows:

         1.       Employment.

                  (a) The Corporation agrees to employ Executive as Chairman of
the Board, President and Chief Executive Officer and Executive agrees to serve
the Corporation in such capacities, upon the terms and conditions and for the
period of employment hereinafter set forth. Throughout the Employment Period (as
defined below), subject to the supervision of the Board of Directors (the
"Board"), Executive shall exercise such authority and perform such duties as are
commensurate with the authority exercised and the duties performed by the
Corporation's previous Chairman of the Board and Chief Executive Officer
immediately preceding the Effective Date (as defined below) of this Agreement.
Executive shall provide such services at the headquarters of the Corporation in
Rockford, Illinois, except as otherwise expressly provided herein. Throughout
the Employment Period, unless otherwise agreed in writing by Executive and the
Corporation, the Corporation shall neither demote Executive nor assign to
Executive any duties or responsibilities that are inconsistent with his
position, duties, responsibilities and status as Chairman of the Board,
President and Chief Executive Officer.

                  (b) During the Employment Period, and excluding any periods of
vacation and sick leave to which Executive is entitled, Executive agrees to
devote reasonable attention and time during normal business hours to the
business and affairs of the Corporation and, to the extent necessary to
discharge the responsibilities assigned to Executive hereunder, to use
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for Executive to (i) serve on corporate, civic or charitable
boards or committees, (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (iii) manage personal investments, so long
as such activities do not significantly interfere with the performance of
Executive's responsibilities as an employee of the Corporation in accordance
with this Agreement. It is expressly understood and agreed that to the extent
that any such activities have been conducted by Executive prior to the Effective
Date of this Agreement, the continued conduct of such

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activities (or conduct of activities similar in nature and scope thereto)
subsequent to the Effective Date of this Agreement shall not thereafter be
deemed to interfere with the performance of Executive's responsibilities to the
Corporation.

         2. Employment Period. The term of Executive's employment under this
Agreement shall commence as of the date of the Amended Agreement (the "Effective
Date"), and shall expire, subject to earlier termination of employment as
hereinafter provided, upon the occurrence of the annual meeting of the Board
held in March, 2003; provided, however, that unless the Board shall take
affirmative action to the contrary and the Corporation shall give prior written
notice thereof to Executive, as of the first day of the Corporation's 2001
fiscal year, and as of the first day of each succeeding fiscal year of the
Corporation, the term of this Agreement shall be extended automatically (for a
period of approximately one additional year) to the date of the annual meeting
of the Board held in March 2004, and each year thereafter (the "Employment
Period").

         3.       Compensation, Compensation Plans, Benefits and Perquisites.
During the Employment Period, Executive shall be compensated as follows:

                  (a) Effective as of October 1, 2000, he shall receive an
annual salary equal to $440,000, payable in equal monthly installments, with the
opportunity for increases, from time to time thereafter, in the discretion of
the Compensation and Stock Option Committee of the Board (the "Committee") in
accordance with the Corporation's regular practices. The initial review of
Executive's annual salary shall occur on October 1, 2001. Subsequent annual
reviews will be completed by October 1 of each subsequent year. In each case,
the Executive's salary range shall be based on salary ranges established by
national compensation studies of companies with revenues comparable to the
Corporation. The term "salary" as utilized in this Agreement shall refer to such
annual salary as increased.

                  (b) Executive shall be eligible to participate on a basis
commensurate with his position as Chief Executive Officer of the Corporation as
determined by the Committee in the Corporation's 1994 Incentive Plan, Key
Management Incentive Plan and other bonus and incentive compensation plans
(whether now or hereinafter in effect). Options granted by the Committee shall
contain the provisions commonly contained in executive options awarded by the
Corporation, including an exercise price equal to the fair market value of the
Corporation's common stock on the date of grant. In the event of a Change of
Control (as defined in the Employment Agreement between the Executive and the
Corporation dated as of December 17, 2000 (the "CIC Agreement")) all options and
restricted stock shall become fully vested, and any options or restricted stock
to which Executive has become entitled pursuant to this provision but which have
not yet been granted by the occurrence of the Change of Control, shall be
granted immediately and shall be fully vested. Except as set forth in the CIC
Agreement, no additional compensation provided under any of such plans shall be
deemed to modify or otherwise affect the terms of this Agreement or any of
Executive's entitlements hereunder.

                  (c) Executive shall be entitled to participate in all employee
benefit plans, practices and programs maintained by the Corporation and made
available to employees generally, including, without limitation, all pension,
retirement, savings, medical, hospitalization, disability, dental, life, or
travel accident insurance benefit plans (collectively the "Benefit

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Plans"). Executive's participation in such Benefit Plans shall be on the same
basis and terms as are applicable to employees of the Corporation generally.
Such Benefit Plans shall include, but shall not be limited to, the following:

                           CLARCOR Inc. Pension Plan
                           Retirement Savings Plan and Trust (401(k) Plan)
                           Supplemental Retirement Plan
                           Monthly Investment Plan
                           Dental Plan
                           Health Care Plan
                           Life Insurance Plan/Supplemental Life Insurance Plan
                           Disability Plan
                           Executive Retirement Plan

                  (d) Executive shall be entitled to paid vacations in
accordance with the Corporation's vacation policy as in effect from time to time
and to all paid holidays given by the Corporation to its executive officers.

                  (e) Executive shall be entitled to all fringe benefits and
perquisites made available by the Corporation to its executive officers,
including, but not limited to, participation in the Automobile Plan.

                  (f) In addition to the amounts of compensation provided
elsewhere in this Agreement, if during the Employment Period the Corporation
shall achieve both (i) quarterly revenues of at least $250,000,000 and (ii) net
profits after tax equal to 7.5% of sales (both as reported on any of the
Corporation's regular quarterly earnings statements prepared in accordance with
Generally Accepted Accounting Principles consistently applied), the Committee
shall perform a special review of Executive's compensation and shall pay to
Executive a lump sum in such amount, if any, as it may determine in good faith
to be equitable. Further, in such circumstance the Committee may, if it so
determines, award to Executive an additional grant of options under the 1994
Incentive Plan in such amount, if any, as it may determine in good faith to be
equitable. Any payment or grants of options under this Section 3(f) may be made
at any time within the Employment Period.

         4.       Termination. Executive's employment with the Corporation may
be terminated by the Corporation or Executive only under the circumstances
described in this Section 4:

                  (a) Executive may voluntarily terminate his employment
hereunder, but only upon giving at least six months' prior written notice to the
Board, in which case the Employment Period shall terminate on the effective date
of such notice; provided, however, that the Board shall have the ability, in its
sole discretion, to waive the six month notice requirement.

                  (b) Executive's employment hereunder will terminate upon his
death.

                  (c) If Executive becomes Disabled, the Corporation may
terminate Executive's employment with the Corporation. For purposes of the
Agreement, Executive shall be deemed to have a "Disability" (and to be
"Disabled") if he has been determined by the

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Incumbent Board (as defined in the CIC Agreement), based on competent medical
evidence, to have a physical or mental disability that renders him incapable,
after reasonable accommodation by the Corporation, of performing his duties
under this Agreement.

                  (d) The Corporation may terminate Executive's employment
hereunder at any time for Cause. For purposes of this Agreement, the term
"Cause" shall mean fraud, misappropriation or intentional material damage to the
property or business of the Corporation or commission of a felony.

                  (e) Executive may resign at any time for Good Reason. For
purposes of this Agreement, "Good Reason" shall mean (i) a material adverse
reduction in the nature or scope of Executive's authority, duties or
responsibilities from those referred to in Section 1(a), as determined in good
faith by Executive, (ii) a relocation of more than 35 miles from (A) Executive's
workplace, or (B) the principal offices of the Corporation (if such offices are
Executive's workplace), in each case without the consent of Executive, (iii) a
reduction in total compensation, compensation plans, benefits or perquisites
from those provided in Section 3, or (iv) the breach by the Corporation of any
other provision of this Agreement, Board action to prevent the automatic
extension of this Agreement as provided in Section 2 hereof, or a determination
by Executive that as a result of a Change of Control (as defined in the CIC
Agreement) and a change in circumstances thereafter significantly affecting his
position, he is unable to exercise the authorities, powers, function or duties
attached to his position and contemplated by Section 1(a) of this Agreement. For
purposes of this Section 4 a reasonable determination made by Executive in good
faith shall be conclusive.

         5.       Termination Payments. In the event of a termination of
Executive's employment with the Corporation and subject to the provisions of
Section 4 of this Agreement, the Corporation shall pay to Executive and provide
him with the following:

                  (a) If Executive's termination occurs due to death or
Disability, Executive (or his estate or beneficiaries, if applicable) shall be
entitled to any unpaid salary for days worked prior to his date of termination
and payment for unused vacation days (determined in accordance with the policies
of the Corporation as in effect at that time for officers of the Corporation)
earned prior to the date of termination, and to all other benefits available to
Executive or his estate and beneficiaries under the Corporation's Benefit Plans
as in effect on the date of such termination of employment.

                  (b) If Executive's employment is terminated by the Corporation
without Cause or if Executive resigns for Good Reason, Executive shall be
entitled to the following:

                           (i) The Corporation shall pay to Executive the lump
         sum of three times the sum of Executive's Base Salary plus Annual
         Bonus. Base Salary shall mean the amount of the salary in effect under
         Section 3(a) immediately prior to the date of such termination of
         employment, and Annual Bonus shall mean the greater of (i) Executive's
         target bonus for the Year of Termination, or (ii) Executive's highest
         annual bonus received (determined without regard to any deferral
         thereof) during the three year period prior to the Termination.
         Further, Executive shall become fully vested in any stock options and
         in any restricted stock in which Executive had not yet become vested.

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                           (ii) During the remainder of the Employment Period,
         Executive shall continue to be treated as an employee under the
         provisions of the Corporation's plans referred to in Section 3(b). In
         addition, Executive shall continue to be entitled to all benefits and
         service credits for benefits, programs and arrangements of the
         Corporation described in Sections 3(c) and (e) as if he were still
         employed during such period under this Agreement.

                           (iii) If, despite the provisions of subparagraph (ii)
         above, benefits or service credits or the right to accrue further
         benefits or service credits under any plan referred to in Section 3(b)
         or (c) shall not be payable or provided under such plan to Executive,
         or his dependents, beneficiaries and estate because he is no longer an
         employee of the Corporation, the Corporation itself shall, to the
         extent necessary, pay or provide for payment of such benefits and
         service credits for such benefits to Executive, his dependents,
         beneficiaries and estate.

                  (c) The amount of payments provided for in Section 5(b) shall
be determined by the Accounting Firm (as defined in Section 9) and such payments
shall be made within 30 days after Executive's termination of employment with
the Corporation.

         6.       Non-Competition; Non-Solicitation; and Confidentiality.
Executive agrees that:

                  (a) There shall be no obligation on the part of the
Corporation to provide any further payments or benefits (other than benefits or
payments already earned, accrued or paid) described in Section 5 or Section 8
if, during the Employment Period, Executive shall be employed by (or become an
owner, director or officer of, or a consultant to) any business which directly
competes with any business of the Corporation or of any of its subsidiaries at
such time; provided, however, that Executive shall not be deemed to have
breached this undertaking if his sole relationship with such entity consists of
his holding, directly or indirectly, an equity interest in such entity not
greater than five percent of such entity's outstanding equity interest;

                  (b) Executive covenants and agrees that during the Employment
Period, Executive shall not (i) directly or indirectly solicit or encourage any
person to leave his/her employment with the Corporation or assist in any way
with the hiring of any employee of the Corporation by any other business; and/or
(ii) solicit business from, or sell to, any of the Corporation's clients or
customers or any other person, firm or corporation to whom the Corporation has
sold products or services where such solicitation or sale would involve the sale
of products or services competitive with those sold by the Corporation;

                  (c) During and after the Employment Period, he shall retain in
confidence any confidential information known to him concerning the Corporation
and its subsidiaries and their respective businesses. The term confidential
information does not include information that (i) is or becomes generally
available to the public other than as a result of a disclosure by the Executive;
(ii) was readily available to the Executive on a nonconfidential basis prior to
its disclosure to the Executive by the Corporation; (iii) was already lawfully
in the Executive's possession as evidenced by records kept in the ordinary
course of business or by proof of actual prior possession; or (iv) becomes
available to the Executive on a nonconfidential basis from a source other than
the Corporation provided that such source is not known by the Executive to be

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bound by a confidentiality agreement or obligation with the Corporation or one
of its representatives. Notwithstanding the foregoing, a breach by Executive of
this Section 6(c) shall not be used to set-off or delay amounts payable under
this Agreement; and

                  (d) Executive acknowledges and agrees that irreparable harm
would result from any breach or threatened breach by Executive of the provisions
of this Agreement, and monetary damages alone would not provide adequate relief
for any such breach. Accordingly, if Executive breaches this Agreement,
injunctive relief in favor of the Corporation is proper without the necessity of
the Corporation posting bond. Moreover, any award of injunctive relief shall not
preclude the Corporation from seeking or recovering any lawful compensatory
damages which may have resulted from a breach of this Agreement, including a
forfeiture of any payments not made and a return of any payments already
received.

         7. No Obligation to Mitigate Damages. Executive shall not be obligated
to seek other employment in mitigating of amounts payable or arrangements made
under the provisions of this Agreement and the obtaining of such other
employment shall in no event effect any reduction of the Corporation's
obligations under this Agreement.

         8. Termination of Executive Following a Change of Control. In the event
the Executive's employment with the Corporation is terminated during the
Employment Period pursuant to or following a Change of Control (as defined in
the CIC Agreement), Executive shall be entitled to the salary, compensation and
benefits provided to him under the CIC Agreement in lieu of any termination
payments described in Section 5 hereof.

         9.       Certain Additional Payments by the Corporation. The
Corporation agrees that:

                  (a) In the event it shall be determined that any payment or
distribution by the Corporation to or for the benefit of Executive (whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 9) (a "Payment") is an excess parachute payment
which would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are
incurred by Executive with respect to such excise tax (such excise tax, together
with any such interest and penalties, and hereinafter collectively referred to
as the "Excise Tax"), then Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by Executive
of all taxes (including, without limitation, any interest or penalties imposed
with respect to such taxes), including, without limitation, any income taxes
(and any interest and penalties imposed with respect thereto) and Excise Tax
imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payment. Notwithstanding the
foregoing or other provisions of this Section 9, in the event that the amount of
parachute payments paid or payable to Executive do not exceed Executive's safe
harbor (determined pursuant to Section 280G of the Code) by at least ten percent
(10%), then the additional payment described in this Section 9 shall not be paid
and the termination payments payable to Executive hereunder shall be reduced
such that no amounts paid or payable to Executive hereunder shall be deemed to
constitute parachute payments subject to excise tax under Section 4999 of the
Code.

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                  (b) Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9, including whether and
when a Gross-Up Payment or a reduction in the termination payments is required
and the amount of such Gross-Up Payment or reduction and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally
recognized accounting firm (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Corporation and Executive within 15 business
days of the receipt of notice from Executive that there has been a Payment, or
such earlier time as is requested by the Corporation. In the event that the
Accounting Firm is serving as accountant or auditor for the individual, entity
or group effecting the Change of Control, Executive shall appoint another
nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this
Section 9, shall be paid by the Corporation to Executive within five days of the
receipt of the Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by Executive (whether or not as a
result of a reduction in the termination payments), it shall furnish Executive
with a written opinion that failure to report the Excise Tax on Executive's
applicable federal income tax return would not result in the imposition of a
negligence or similar penalty, which opinion shall also include a detailed
calculation of any reduction in the termination payments. Any determination by
the Accounting Firm shall be binding upon the Corporation and Executive. As a
result of the uncertainty in the application of Sections 4999 and 280G of the
Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid
which should not have been paid (an "Overpayment") or a Gross-Up Payment (or a
portion thereof) which should have been paid by the Corporation will not have
been paid (an "Underpayment").

                  (c) An Underpayment shall be deemed to occur upon a claim by
the Internal Revenue Service that the tax liability of Executive (whether in
respect of the then current taxable year of Executive or in respect of any prior
taxable year of Executive) may be increased by reason of the imposition of the
Excise Tax on a Payment or Payments with respect to which the Corporation has
failed to make a sufficient Gross-Up Payment. In the event that the Corporation
exhausts its remedies pursuant to this Section 9(c) and Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Corporation to or for the benefit of
Executive. Executive shall notify the Corporation in writing of any claim by the
Internal Revenue Service. Such notification shall be given as soon as
practicable but no later than ten business days after Executive is informed in
writing of such claim and shall apprise the Corporation of the nature of such
claim and the date on which such claim is requested to be paid. Executive shall
not pay such claim prior to the expiration of the 30-day period following the
date on which he gives such notice to the Corporation (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Corporation notifies Executive in writing prior to the expiration of such
period that it desires to contest such claim, Executive shall:

                           (i)   give the Corporation any information reasonably
         requested by the Corporation relating to such claim,

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                           (ii)  take such action in connection with contesting
         such claim as the Corporation shall reasonably request in writing from
         time to time, including, without limitation, accepting legal
         representation with respect to such claim by an attorney reasonably
         selected by the Corporation,

                           (iii) cooperate with the Corporation in good faith
         in order effectively to contest such claim, and

                           (iv)  permit the Corporation to participate in any
         proceedings relating to such claim;

provided, however, that the Corporation shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold Executive harmless, on
an after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 9(c), the Corporation shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and Executive agrees to prosecute such contest
to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Corporation shall
determine; provided, however, that if the Corporation directs Executive to pay
such claim and sue for a refund, the Corporation shall advance the amount of
such payment to Executive, on an interest-free basis and shall indemnify and
hold Executive harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest or penalties with respect thereto) imposed with respect
to such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of Executive with respect to
which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Corporation's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder. Executive shall be entitled to settle or contest, as the case may be,
any other issue raised by the Internal Revenue Service or any other taxing
authority.

                  (d) If, after the receipt by Executive of an amount advanced
by the Corporation pursuant to Section 9(c), Executive becomes entitled to
receive any refund with respect to such claim, Executive shall (subject to the
Corporation's complying with the requirements of Section 9(c)), promptly pay to
the Corporation the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by
Executive of an amount advanced by the Corporation pursuant to Section 9(c), a
determination is made that Executive shall not be entitled to any refund with
respect to such claim and the Corporation does not notify Executive in writing
of its intent to contest such denial of refund prior to the expiration of 30
days after such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.

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                  (e) An Overpayment shall be deemed to have occurred upon a
"Final Determination" (as defined below) that the Excise Tax shall not be
imposed upon a Payment or Payments with respect to which Executive had
previously received a Gross-Up Payment. A Final Determination shall be deemed to
have occurred when Executive has received from the Internal Revenue Service a
refund of taxes or other reduction in his tax liability by reason of the
Overpayment and upon either (i) the date a determination is made by, or an
agreement is entered into with, the Internal Revenue Service which finally and
conclusively binds Executive and the Internal Revenue Service, or in the event
that a claim is brought before a court of competent jurisdiction, the date upon
which a final determination has been made by such court and either all appeals
have been taken and finally resolved or the time for all appeals has expired or
(ii) the statute of limitations with respect to Executive's applicable tax
return has expired. If an Overpayment occurs, the amount of the Overpayment
shall be treated as a loan by the Corporation to Executive and Executive shall,
within ten business days of the occurrence of such Overpayment, pay the
Corporation the amount of the Overpayment plus interest at an annual rate equal
to the rate provided for in Section 7872(f)(2)(A) of the Code from the date of
the Gross-Up Payment (to which the Overpayment related) was paid to Executive.

                  (f) Notwithstanding anything contained in this Agreement to
the contrary, in the event it is determined that an Excise Tax will be imposed
on any Payment or Payments, the Corporation shall pay to the Internal Revenue
Service as Excise Tax withholding, the amount of the Excise Tax the Corporation
has actually withheld from the Payment or Payments.

         10. Expenses. During the Employment Period, the Corporation shall
promptly pay or reimburse Executive for all reasonable expenses incurred by
Executive in the performance of duties hereunder.

         11. Full Settlement. The Corporation's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Corporation may have against
Executive or others. The Corporation agrees to pay, to the full extent permitted
by law, all legal fees and expenses which Executive may reasonably incur as a
result of any contest (regardless of the outcome thereof) by the Corporation,
Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any contest by Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of
the Code.

         12. Payments to Beneficiaries. Any payments due under this Agreement as
a result of Executive's death shall be made to Executive's surviving spouse. If
Executive is not survived by a spouse, payment shall be made to the persons or
entities named by Executive as his beneficiary for payment in a written document
provided to the Corporation prior to his death. In the absence of a surviving
spouse or any such named beneficiary, payment shall be made to Executive's
estate.

         13. Notices. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to Executive at 9040 Smokethorn Trail, Belvidere,
Illinois 61008, or at the last address he has filed

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in writing with the Corporation or, in the case of the Corporation, at its
principal Executive offices.

         14. Non-Alienation. Executive shall not have any right to pledge,
hypothecate, anticipate or in any way create a lien upon any amounts provided
under this Agreement; and no benefits payable hereunder shall be assignable in
anticipation of payment either by voluntary or involuntary acts, or by operation
of law, except by will or the laws of descent and distribution.

         15. Governing Law. The provisions of this Agreement shall be construed
in accordance with the laws of the State of Illinois without regard to any
conflict of laws provisions thereof.

         16. Arbitration. Any dispute or controversy between the Corporation and
the Executive, whether arising out of or relating to this Agreement, the breach
of this Agreement, or otherwise, shall be settled by arbitration administered in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA") then in effect, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction. Any arbitration
shall be held before a single arbitrator who shall be selected by the mutual
agreement of the Corporation and the Executive, unless the parties are unable to
agree to an arbitrator, in which case, the arbitrator will be selected by the
then President of the Chicago Bar Association. The arbitrator shall have the
authority to award any remedy or relief that a court of competent jurisdiction
could order or grant, including, without limitation, the issuance of an
injunction. However, either party may, without inconsistency with this
arbitration provision, apply to any court having jurisdiction over such dispute
or controversy and seek interim provisional, injunctive or other equitable
relief until the arbitration award is rendered or the controversy is otherwise
resolved. Except as necessary in court proceedings to enforce this arbitration
provision or an award rendered hereunder, or to obtain interim relief, or as
required by law, neither a party nor an arbitrator may disclose the existence,
content or results of any arbitration hereunder without the prior written
consent of the Corporation and the Executive. The Corporation and the Executive
acknowledge that this Agreement evidences a transaction involving interstate
commerce. Notwithstanding any choice of law provision included in this Agreement
the United States Federal Arbitration Act shall govern the interpretation and
enforcement of this arbitration provision. The arbitration proceeding shall be
conducted in Chicago, Illinois or such other location to which the parties may
agree. The Corporation shall pay the costs of any arbitrator appointed
hereunder.

         17. Amendment. This Agreement may be amended or canceled by mutual
agreement of the parties in writing without the consent of any other person,
and, so long as Executive lives, no person, other than the parties hereto, shall
have any rights under or interest in this agreement or the subject matter
hereof.

         18. Successors.

                  (a) This Agreement is personal to Executive and without the
prior written consent of the Corporation shall not be assignable by Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by Executive's legal
representatives.

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                  (b) This Agreement shall inure to the benefit of and be
binding upon the Corporation and its successors and assigns.

                  (c) The Corporation will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform it if no such
succession had taken place. As used in this Agreement, "Corporation" shall mean
the Corporation as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise. Any failure by the Corporation to comply with
and satisfy this Section 18(c) shall constitute a termination as provided in
Section 4 of this Agreement, provided that such successor has received at least
ten days' prior written notice from the Corporation or Executive of the
requirements of this Section 18(c).

         19. Severability.  In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect.

                            [SIGNATURE PAGE FOLLOWS]





                                      -11-
<PAGE>   12


         IN WITNESS WHEREOF, Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Corporation has caused
these presents to be executed in its name on its behalf, and its corporate seal
to be hereunto affixed and attested by its Secretary, all as of the day and year
first above written.

                                    /s/ NORMAN E. JOHNSON
                                    --------------------------------------------
                                    Norman Johnson
                                    Chairman & CEO

                                    CLARCOR Inc.


                                    By: /s/ J. MARC ADAM
                                       -----------------------------------------
                                         J. Marc Adam
                                         Compensation & Stock Option Committee

ATTEST:

/s/ DAVID J. BOYD
--------------------------------
Secretary

(Seal)




                                      -12-