Exhibit
10.2(c)




AMENDED
AND RESTATED




CLARCOR
INC.




EXECUTIVE
RETIREMENT PLAN








(Effective
January 1, 2008)









TABLE
OF CONTENTS




PageARTICLE I
              DEFINITIONS
              1ARTICLE II
              NORMAL
      RETIREMENT BENEFIT
              3ARTICLE III
              EARLY
      RETIREMENT BENEFIT
              4ARTICLE IV
              CHANGE
      OF CONTROL
              5ARTICLE V
              DISABILITY
              6ARTICLE VI
              DEATH
              7ARTICLE VII
              DEFERRED
      RETIREMENT
              8ARTICLE VIII
              FORM
      OF PAYMENT OF BENEFITS
              8ARTICLE IX
              EXPENSES
              10ARTICLE X
              INALIENABILITY
              11ARTICLE XI
              AMENDMENT
      AND TERMINATION
              11ARTICLE XII
              OBLIGATIONS
      OF SUCCESSORS
              11ARTICLE XIII
              PARTICIPANT’S
      RIGHTS
              11ARTICLE XIV
              FORFEITURE
      OF BENEFITS
              12ARTICLE XV
              ADMINISTRATION
              12ARTICLE XVI
              CLAIMS
      PROCEDURE
              14ARTICLE XVII
              APPLICABLE
      LAW
              14







AMENDED
AND RESTATED


CLARCOR
INC.


EXECUTIVE
RETIREMENT PLAN




(Effective
January 1, 2008)




CLARCOR
Inc., a Delaware corporation (“CLARCOR”), adopted,
effective as of December 1, 1994, the 1994 Executive Retirement Plan
(“Plan”), an
unfunded plan, providing for the payment of certain retirement and other
benefits to Participants, which Plan was fully amended and restated effective
December 20, 1999 (and thereupon retitled the “Executive Retirement
Plan”).  CLARCOR hereby fully amends and restates the Plan, effective
January 1, 2008, principally for the purpose of compliance with
Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).




The Plan
is intended to provide Participants certain retirement or other termination
benefits in excess of those amounts that may be provided under all other defined
benefit tax-qualified and non-qualified defined benefit pension plans, including
the CLARCOR Pension Plan and the CLARCOR Supplemental Plan.




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 (“1999 Plan”) and not
this amendment and restatement of the Plan.  All Participants accruing
benefits from and after January 1, 2005 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 1999
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 1999 Plan) on December 31, 2004
and commenced to receive payment of the benefits due under the 1999 Plan on the
earliest possible date allowed under the 1999 Plan in the form having the
maximum value.




This
amendment and restatement of the Plan applies to all benefits that are not
grandfathered benefits, which are benefits accruing to Participants from and
after January 1, 2005.




ARTICLE I


DEFINITIONS




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




“Average Monthly
Compensation” means the result obtained by dividing the total
Compensation received by a Participant for the three consecutive Fiscal Years of
service for CLARCOR for which such Participant received his highest Compensation
by 36.  In the case of a Disabled Participant, the Compensation
received in the Fiscal Year immediately preceding that in which the Disability
commences shall be divided by twelve and the greater of the amount so computed
or the amount calculated under the first sentence shall be the Average Monthly
Compensation of the Disabled Participant.









“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.




“Change of Control”
means, with respect to a Participant, a significant change in the ownership of
the stock of CLARCOR or in the membership of the Board, as such change may be
defined in an employment, severance, change of control or comparable agreement
(“Change of Control
Agreement”), if any, between CLARCOR and the Participant.




“CLARCOR Pension Plan”
means the CLARCOR Inc. Pension Plan (formerly the 1984 Restated CLARCOR Pension
Trust) as restated or amended from time to time.




“CLARCOR Supplemental
Plan” means the CLARCOR Inc. Supplemental Pension Plan as restated
effective January 1, 2008 and thereafter restated or amended from time to
time.




“Committee” means the
Compensation Committee of the Board.




“Compensation” means
the amount received by a Participant for services rendered by such Participant
to CLARCOR and its subsidiaries as base salary, bonuses and other annual cash
incentives, including amounts of compensation deferred by election of the
Participant under the Retirement Savings Plan or similar programs.
“Compensation” shall not include (a) any extraordinary cash or imputed
compensation, such as the taxable value of benefits or perquisites provided by
CLARCOR, (b) amounts paid or accrued under any long-term incentive plan of
CLARCOR (including payment of any restricted stock units), (c) any cash or
securities received by a Participant upon the exercise of a stock appreciation
right or stock option, (d) employer contributions to any tax-qualified
retirement plan or the CLARCOR Employee Stock Purchase Plan, and (e) the
difference between the exercise price of any stock option exercised by a
Participant and the then fair market value of the securities of CLARCOR thereby
acquired.  Bonuses and other incentive pay shall be deemed to be
received in the Fiscal Year earned and not in the Fiscal Year paid.




“Disability” or “Disabled” means 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 long-term disability plan.




“Fiscal Year” means a
12-month period ending on November 30, or such other fiscal year as hereafter
may be adopted by CLARCOR for accounting purposes.




“Involuntary
Termination” means, with respect to a Participant, a Separation from
Service of the Participant under circumstances that entitle the Participant to
receive severance benefits that are payable only in the event of an “involuntary
termination,” as such change may be defined in a “Change of Control Agreement,”
if any, between CLARCOR and the Participant.




2




“Normal Retirement
Date” means the first day of the month coincident with or next following
the date a Participant attains age 65.




“Participant” means
those officers or key employees of CLARCOR or a subsidiary who have attained at
least 40 years of age and who have been designated by the Board as Participants
in the Plan.




“PBGC” means the
Pension Benefit Guaranty Corporation.




“Pension Retirement
Benefit” means the amount that would be payable to the Participant under
the CLARCOR Pension Plan or the CLARCOR Supplemental Plan (or both) as a monthly
pension payable in the form of a life and 10 year certain annuity as determined
in accordance with the provisions of the CLARCOR Pension Plan, as though the
Participant had elected such “normal form of benefit” under that
plan.




“Plan” means this
Amended and Restated CLARCOR Inc. Executive Retirement Plan (formerly known as
the 1994 Executive Retirement Plan), as set forth herein.




A
Participant’s “Separation from
Service” means a termination of the Participant’s employment in which the
Participant and CLARCOR reasonably anticipate that no further services would be
performed by the Participant for CLARCOR, or any other member of CLARCOR’s
controlled group (within the meaning of Treasury Regulation Section 1.409A-1(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-1(h).




ARTICLE II


NORMAL
RETIREMENT BENEFIT




(a)           In
the event of a Participant’s Separation from Service upon the Participant’s
Normal Retirement Date, the Participant shall receive a monthly benefit, in the
form of a single life and 15 year certain annuity, in an amount equal to the
product of (1) and (2), the total of which shall be reduced by (3):




(1)           four
and one-third percent (4.333%) multiplied by the number of full and fractional
years of service credited to such Participant under the CLARCOR Pension Plan
after attainment of age 40, but not more than sixty-five percent (65%);
multiplied by




(2)           the
Participant’s Average Monthly Compensation through the date of the Participant’s
Separation from Service; the product of which is reduced by




(3)           the
sum of the participant’s Pension Retirement Benefits payable at the
Participant’s Normal Retirement Date under the CLARCOR Pension Plan and the
CLARCOR Supplemental Plan.




3




(b)           Paragraph
(a) to the contrary notwithstanding, if the Participant’s Separation from
Service is due to the Participant’s death, Article VI shall apply or is due to
the Participant’s Disability, Article V shall apply.




(c)           Unless
the Participant had elected otherwise under Article III, Paragraph (b)(2),
payment of the Participant’s benefit pursuant to this Article II shall
commence on the first day of the first calendar month following the date of the
Participant’s Separation from Service and shall be subject to the provisions of
Article VI and Article VIII of the Plan (relating to the Participant’s
death and the form of payment of benefits, including the Participant’s election
of an optional form of benefit, respectively).




ARTICLE III


EARLY
RETIREMENT BENEFIT




(a)           In
the event of a Participant’s Separation from Service prior to the Participant’s
Normal Retirement Date but after the Participant has both attained age 50 and
completed at least five years of service, the Participant shall receive a
monthly benefit, in the form of a single life and 15 year certain annuity, in an
amount equal to the product of (1) and (2), which shall be reduced by
(3):




(1)           four
and one-third percent (4.333%) multiplied by the number of full and fractional
years of service the Participant has been credited with under the CLARCOR
Pension Plan after attainment of age 40, but not more than sixty-five percent
(65%); multiplied by




(2)           the
Participant’s Average Monthly Compensation through the date of the Participant’s
Separation from Service; the product of which is reduced by




(3)           the
sum of the Participant’s Pension Retirement Benefits payable at the
Participant’s Normal Retirement Date under the CLARCOR Pension Plan and the
CLARCOR Supplemental Plan.




(b)           Payment
of benefits pursuant to this Article III shall commence on the first day of the
first calendar month following the latest date hereinafter
provided:




(1)           the
date of the Participant’s attainment of age 55,




(2)           the
date of the Participant’s attainment of a fixed age or date, after age 55, (and
not later than attainment of age 65) as may be designated by the Participant,
and




(3)           the
date of the Participant’s Separation from Service.




In the
absence of a Participant’s written designation of a benefit commencement date
under Paragraph (b)(2), Paragraph (b)(2) shall be
disregarded.  Anything herein to the contrary notwithstanding, any
benefit payable under this Plan pursuant to Article II, this Article III,
Article V or Article VII shall be paid or commence to be paid on the date or the
occurrence of the event that benefits accruing from and after January 1, 2005
are payable or commence to be payable to the Participant (if payable to the
Participant) under the CLARCOR Inc. Amended and Restated Supplemental Pension
Plan (“SPP”) in
such case as benefits become payable under the SPP upon the occurrence of the
Participant’s Benefit Commencement Date (as defined in the SPP).




4




(c)           The
Participant’s election under Paragraph (b) shall be made on or before the day
that is 30 days following the first day of the Participant’s eligibility to
participate under the Plan and (whether made or deemed made) shall become
irrevocable on such 30th day.  Any Participant who is participating in
the Plan on or before December 31, 2008 may make a written election or deemed
election under Paragraph (b) on or before December 31, 2008, and which election
(whether made or deemed made) shall become irrevocable on December 31, 2008;
provided, no such election or deemed election shall cause any amount due under
the Plan to be accelerated into the 2008 calendar year that otherwise would be
payable in a calendar year after 2008 or cause any such payment that becomes
payable during  the 2008 calendar year to be postponed into a calendar
year after 2008.  The election provided under Paragraph (b) shall be
in writing on a form approved by the Committee (or its delegate) and received by
the Committee (or its delegate) not later than the date such election becomes
irrevocable hereunder.




(d)           Benefit
payments shall be subject to the provisions of Article VI and Article
VIII  of the Plan (relating to death and the form of payment of
benefits, including the Participant’s election of an optional form of benefit,
respectively).  If payment of benefits commences prior to the
Participant’s Normal Retirement Date, the benefit determined under Paragraph (a)
shall be actuarially reduced, before determination of any actuarially equivalent
optional form of benefit under Article VIII, according to the same unisex
mortality assumption and interest rate being used on the annuity commencement
(or other payment) date to calculate alternate benefits under the CLARCOR
Pension Plan.




(e)           Paragraph
(a) to the contrary notwithstanding, no benefits shall be payable from the Plan
to or with respect to a Participant if the Participant’s Separation from
Service  occurs before the Participant has both attained age 50 and
completed at least five years of service, unless such Separation from Service is
(x) due to the Participant’s death (in which case Article VI shall apply), (y)
due to the Participant’s Disability (in which case Article V shall apply), or
(z) due to the Participant’s Involuntary Termination following a Change of
Control (in which case Article IV, shall apply).




ARTICLE IV


CHANGE
OF CONTROL




In  the
event of a Change of Control, and at any time following such Change of Control
the employment of a Participant by CLARCOR and all subsidiaries terminates prior
to his Normal Retirement Date by reason of an Involuntary Termination following
a Change of Control, the Participant shall be entitled to receive payment of his
benefit as determined as of the date of the Participant’s Separation from
Service in the manner set forth below, subject to any further deferral required
pursuant a subsequent election made under Article VIII, Paragraph
(d):




(1)           A
single sum payment of his benefit, which shall be in an amount that is
actuarially equivalent to such benefit as determined in accordance with Article
VIII.




5




(2)           The
Participant’s election or deemed election under Article III, Paragraph (b),
shall be disregarded.




(3)           The
requirement that the Participant have attained age 50 and completed at least
five years of service shall be deemed satisfied (if he had not otherwise
actually satisfied such requirement).




(4)           The
terms of Article III, Paragraph (a), shall apply, together with the appropriate
actuarial reduction under Paragraph (d) determined based on the Participant’s
age on the date of the Separation from Service, except that for purposes of
computing the Article III benefit under Paragraphs (a)(1) and (a)(2) thereof
(and prior to reduction under Paragraph (d) thereof) the Participant shall be
deemed to have completed one additional year of service (not to exceed five
years) for each 365-day period from the date of such Separation from Service
through the attainment of the Participant’s Normal Retirement Date;
and




(5)           In
applying Article III, Paragraph (d), the Participant shall be deemed
to  have a Normal Retirement Date that is the attainment of age 60
solely for the purpose of determining the actuarial reduction, if
any.  For such purpose, Article VII shall not apply if the Participant
had actually attained age 60 on the date of his Separation from
Service.




Provided,
if such Change of Control is not a change in ownership or effective control of
CLARCOR or of a substantial portion of the assets of CLARCOR, within the meaning
of section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) or
such Separation from Service does not occur within two years following a Change
of Control that is such a change in ownership or effective control of CLARCOR or
of a substantial portion of the assets of CLARCOR, the provisions of
Subparagraphs (1) and (2) this Article IV shall not apply and the provisions of
Article III, Paragraphs (b), (c) and (d) shall apply.




ARTICLE V


DISABILITY




(a)           In
the event of a Participant’s Disability prior to his Normal Retirement Date, the
Participant shall be entitled to receive a monthly benefit, in the form of a
single life and 15 year certain annuity, equal to the product of (1) and (2)
reduced by (3):




(1)           four
and one-third percent (4.333%) multiplied by the number of full and fractional
years of service credited to the Participant under the CLARCOR Pension Plan
after attainment of age 40, but not more than sixty-five percent (65%);
multiplied by




(2)           the
Participant’s Average Monthly Compensation through the date of the Participant’s
Disability; the product of which is reduced by




6




(3)           the
sum of the Participant’s Pension Retirement Benefits payable at the
Participant’s Normal Retirement Date under the CLARCOR Pension Plan and the
CLARCOR Supplemental Plan.




(b)           Payment
of benefits shall commence on the first day of the first calendar month
following the date of the Participant’s Disability, determined as if the
Participant had Separated from Service under Article III on the date of the
Participant’s Disability (if not otherwise Separating from Service on such
date), including any actuarial reduction determined according Article III,
Paragraph (d), and disregarding the Participant’s election or deemed election
under Article III, Paragraph (b).  Payment of benefits shall be
subject to the provisions of Article VI and Article VIII of the Plan (relating
to death and the form of payment of benefits, including the Participant’s
election of an optional form of benefit, respectively).




ARTICLE VI


DEATH




In the
event that a married Participant dies before his spouse (“spouse,” as determined
under the CLARCOR Pension Plan), the surviving spouse shall be entitled to
receive the following benefits:




(a)           If
the death of the Participant occurs prior to the commencement of benefits
hereunder, and prior to the Participant’s Normal Retirement Date, the
Participant’s spouse shall receive a monthly benefit actuarially equivalent to
the benefit calculated in accordance with Article V, in the amount that
would have been payable to the Participant if he had become Disabled on the date
of the Participant’s death.  If the death of the Participant occurs
prior to the commencement of benefits hereunder, and on or after the
Participant’s Normal Retirement Date, the Participant’s spouse shall receive a
monthly benefit actuarially equivalent to the benefit calculated in accordance
with Article VII as if such Participant had Separated from Service on the
day of the Participant’s death.   Payment of monthly benefits to
the surviving spouse shall be in the form of a single life annuity that is
actuarially equivalent to a 15 year temporary annuity (i.e., payments until the
first to occur of the surviving spouse’s death or the lapse of 15 years) of the
benefit amount determined under Article V or Article VII, as the case may be,
and shall commence on the first day of the first calendar month following the
later of (i) the date the Participant dies and (ii) the date the
Participant would have attained age 60 had the Participant
survived.  If the Participant shall die before the commencement of
benefits under the Plan and the Participant is not married at the time of his
death, then no benefit shall be payable under the Plan.




(b)           If
the death of the Participant occurs after the commencement of payment of annuity
benefits hereunder (if so elected by the Participant), the Participant’s
surviving spouse to whom the Participant was married at the date benefits
commenced (if still so married on the date of the Participant’s death and if not
so married the spouse shall be deemed to have not survived the Participant)
shall continue to receive monthly payments, in the same amount as paid to the
Participant, as a 15 year temporary annuity benefit (i.e., payments until the
first to occur of the surviving spouse’s death or the lapse of 15 years from the
date payments to the Participant commenced). Unless the Participant is married
on the date that the Participant commenced benefits, no further benefit shall be
payable after the death of the Participant under the Plan.




7




(c)           If
the Participant has received the benefits to which he is entitled from the Plan
in the form of a single sum payment prior to his death, no further benefits
shall be paid thereafter.  If the Participant dies without a surviving
spouse, no further benefits shall be paid thereafter.




ARTICLE VII


DEFERRED
RETIREMENT




(a)           In
the event a Participant’s Separation from Service occurs after his Normal
Retirement Date, the Participant shall receive a monthly benefit, in the form of
a single life and 15 year certain annuity, in an amount equal to the product of
(1) and (2), the total of which shall be reduced by (3).




(1)           four
and one-third  percent (4.333%) multiplied by the number of full and
fractional years of service credited to the Participant under the CLARCOR
Pension Plan after attainment of age 40 to the Participant’s Deferred Retirement
Date, but not more than sixty-five percent (65%); multiplied by




(2)           the
Participant’s Average Monthly Compensation through the date of the Participant’s
Separation from Service; the product of which is reduced by




(3)           the
sum of the Participant’s Pension Retirement Benefits payable at Normal
Retirement Date under the CLARCOR Pension Plan and the CLARCOR Supplemental
Plan.




(b)           Payment
of benefits pursuant to this Article VII shall commence on the first day of
the first calendar month following the date elected (or deemed elected) by the
Participant pursuant to the provisions of Article III, Paragraph (b), and shall
be subject to the provisions of Article VI and Article VIII of the
Plan.




ARTICLE VIII


FORM
OF PAYMENT OF BENEFITS




(a)           A
Participant may elect to receive the payment of his benefit in one of the
following optional forms: (1) a single sum payment or (2) a single life and 15
year certain annuity.  The determination of an elected single sum
payment shall be actuarially equivalent to a single life and 15 year certain
annuity and shall be based on the unisex mortality assumptions then being used
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 single sum distribution on plan termination
as in effect as of the date benefits under the Plan are to
commence.




(b)           The
Participant’s election under Paragraph (a) shall be made in writing, in a form
approved by the Committee (or its delegate), at such time as his election is due
under Article III, Paragraph (c), and shall become irrevocable on the last date
thereunder for making such election (except as provided in Paragraph (d) of this
Article VIII).




8




(c)           In
the absence of the Participant’s timely written election to receive his benefit
in a single sum under Paragraph (a), the Participant shall be deemed to have
elected to receive his benefits in the form of a single life and 15 year certain
annuity if paid pursuant to Article II, III, V or VII.




(d)           After
the date on which the Participant’s election of a benefit commencement date
under Article III, Paragraph (b), or of a form of payment under
Paragraph (b) of this Article VIII, becomes irrevocable, the Participant
may subsequently elect a different benefit commencement date under Article III,
Paragraph (b) or form of payment under Article VIII, Paragraph (a), or
both, provided such subsequent election:




(1)           Shall
not take effect until at least 12 months after the date on which such subsequent
election is made;




(2)           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 Article III,
Paragraph (b)(2), if applicable; and




(3)           Provides
that such single sum payment date or annuity payment commencement date is
further deferred for a period of not less than five years from the payment or
commencement date that otherwise would apply in the absence of such subsequent
election.  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 Paragraph (d) shall supersede the Participant’s
latest preceding election (including any deemed election) under the
Plan.  Anything in this Paragraph (d) to the contrary notwithstanding,
any election under this Paragraph (d) shall be void if the Participant is
participating under the SPP and has not made the same subsequent election as to
form of payment under the SPP (disregarding any subsequent election under the
SPP from one form of annuity to another actuarial equivalent form of annuity
thereunder) as is made as under this Plan (for which purpose a single life and
15 year annuity certain annuity hereunder shall be deemed the same as any
annuity benefit subsequently elected under the SPP).




(e)           Anything
in the Plan to the contrary notwithstanding, single sum payments due under the
Plan shall be paid or annuity payments shall commence:




(1)           Not
later than the later of (x) December 31 of the calendar year in which the
Participant’s Separation from Service or  elected fixed date under
Article III, Paragraph (b)(2) (or any other such date in which such payment may
be due) (each an “applicable date”), or
(y) the fifteenth day of the third calendar month following such applicable
date,




(2)           Not
more than 30 days prior to such applicable date, and




(3)           The
Participant shall have no authority (directly or indirectly) to designate which
taxable year of the Participant such amount is paid or annuity
commences.




9




Upon the
commencement of annuity 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).




(f)           Subject
to any further deferral required pursuant a subsequent election made under
Article VIII, Paragraph (d), any payment due to a Participant, as a single sum
or 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-1(i), with the “identification date” to be December 31 and the
“effective date” to be the April 1 following the identification
date.




(g)           Except
as provided at Article IV, if the Participant has elected payment in the form of
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, subject to any further deferral required pursuant a subsequent
election made under Article VIII, Paragraph (d), 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.




(h)           All
payments under the Plan shall be subject to all applicable income and other tax
withholding requirements.




ARTICLE IX


EXPENSES




Costs and
expenses of administering the Plan and providing the benefits hereunder 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 relating to 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 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 Article VIII, Paragraph
(g).   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.




10




ARTICLE X


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 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 XI


AMENDMENT
AND TERMINATION




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 of such Participant; and (c) no amendment or termination of the Plan
shall accelerate the payment of any amount to a Participant from the date on
which such amount otherwise is payable hereunder except as permitted pursuant to
Treasury Regulation Section 1.409A-3(j).




ARTICLE XII


OBLIGATIONS
OF SUCCESSORS




CLARCOR
shall not be a party to any merger, consolidation or reorganization 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 XIII


PARTICIPANT’S
RIGHTS




(a)           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) 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.  CLARCOR
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.




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(b)           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 I) be restricted, set aside, reserved or transferred in trust for the
benefit of (1) any Participant under the Plan, as a result of a change in the
financial health of CLARCOR or any controlled group member or (2) 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, “applicable covered
employee” and “restricted period”
shall have the meanings set forth in Section 409A(b)(3) of the
Code.




(c)           Nothing
herein shall confer upon any Participant any right to continue in CLARCOR’s
employment.




ARTICLE XIV


FORFEITURE
OF BENEFITS




(a)           Anything
to the contrary contained in the Plan notwithstanding, if the employment of a
Participant is terminated by CLARCOR and/or its subsidiaries for Cause no
benefits shall be payable from the Plan to or with respect to such
Participant.




(b)           Anything
to the contrary contained in the Plan notwithstanding, unless the Board shall
otherwise determine in its sole discretion, all benefits paid or payable to a
Participant under the Plan prior to a Change of Control (other than benefits
payable pursuant to Article IV) shall be forfeited if the Participant,
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 XV


ADMINISTRATION




(a)           The
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 I) 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.




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(b)           If
the Board or Committee finds that any Participant or surviving spouse 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 or surviving spouse.  Any such payment
shall be payment for the benefit of the Participant and shall be a complete
discharge of any liability of CLARCOR and all participating employers under the
Plan to the Participant or surviving spouse.




(c)           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 but not limited to 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.




(d)           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 or surviving spouse:





At the
last known address on the personnel records of CLARCOR




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.




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(e)           The
captions of the articles 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.




ARTICLE XVI


CLAIMS
PROCEDURE




If the
Participant or his spouse believes he or she is entitled to benefits pursuant to
the Plan in an amount greater than those which he is receiving or has received,
he may file a claim with the Committee.  Such a claim shall be in
writing and state the nature of the claim, the facts supporting the claim, the
amount claimed, and the address of the claimant.  The Committee shall
review the claim and, unless special circumstances require an extension of time,
within 90 days (45 days in the case of a claim of Disability) after receipt of
the claim, give written notice by registered or certified mail to the claimant
of its decision with respect to the claim.  If special circumstances
require an extension of time, the claimant shall be so advised in writing within
the initial 90-day period and in no event shall such an extension exceed 90 days
(30 days in the case of a claim of Disability).  The notice of the
Committee’s decision with respect to the claim shall be written in a manner
calculated to be understood by the claimant and, if the claim is wholly or
partially denied, shall set forth the specific reasons for the denial, specific
references to the pertinent Plan provisions on which the denial is based, a
description of any additional material or information necessary for the claimant
to perfect the claim, an explanation of why such material or information is
necessary, and an explanation of the claim review procedure under the
Plan.  The Committee shall also advise the claimant that the claimant
or his duly authorized representative may request a review by the Committee of
the denial by filing with the Committee, within 65 days after notice of the
denial has been received by the claimant, a written request of such
review.  The claimant shall be informed that he may have reasonable
access to pertinent documents and submit comments in writing to the Committee
within the same 65-day period.  If a request is so filed, review of
the denial shall be made by the Committee within, unless special circumstances
require an extension of time, 60 days after receipt of such request (45 days in
the case of a claim of Disability), and the claimant shall be given written
notice of the final decision.  If special circumstances require an
extension of time, the claimant shall be so advised in writing within the
initial 60-day period (45 days in the case of a claim of Disability) and in no
event shall such an extension exceed 60 days (45 days in the case of a claim of
Disability).  The notice of the final decision shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based and shall be written in a manner
calculated to be understood by the claimant.




ARTICLE XVII


APPLICABLE
LAW




The Plan
shall be governed by and subject to applicable Federal laws and the laws of the
State of Tennessee.




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