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                                                                 EXHIBIT 10.4(f)


                              EMPLOYMENT AGREEMENT

     AGREEMENT by and between CLARCOR Inc., a Delaware corporation (the
"Corporation") and Michael J. Tilton (the "Executive") dated as of September
23, 1998.

     WHEREAS, Executive currently serves as Executive Vice President - Engine-
/Mobile Filtration of the Corporation; and

     WHEREAS, the Corporation desires to enter into this Agreement to assure
the benefits of the Executive's future services to the Corporation, and
Executive is willing to commit to render such services, upon the terms and
conditions set forth below.

     It is therefore mutually agreed as follows:

     1.  Employment.  The Corporation agrees to employ Executive as Executive   
Vice President - Engine/Mobile Filtration 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"), the Chief Executive Officer and the Chief Operating Officer of the
Corporation, Executive shall exercise such authority and perform such duties as
are commensurate with the authority being exercised and the duties being
performed by Executive immediately preceding the date of this Agreement.
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 Executive Vice
President - Engine/Mobile Filtration.

During the Employment Period, and excluding any periods of vacation 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 date of this
Agreement, the continued conduct of such activities (or conduct of activities
similar in nature and scope thereto) subsequent to the date of this


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Agreement shall not thereafter be deemed to interfere with the performance of
Executive's responsibilities to the Corporation.

     2.  Employment Period.   Except as provided in the last sentence of this
Section 2 and in Section 5 (b) (iv), the term of employment under this
Agreement (the "Employment Period") shall commence as of the date hereof, and
shall expire, subject to earlier termination of employment as hereinafter
provided, April 1, 1999; 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 April 1, 1999, and as of the first day of
April of each succeeding year, the Employment Period shall be extended
automatically (for a period of one additional year) thereafter.  For purposes
of Change of Control (as defined in Section 8) only, the Employment Period
shall begin on the date of such Change of Control and end on the third
anniversary of such date.

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

         (a) He shall receive an annual salary at a monthly rate at least equal
     to his salary on the date of this Agreement on an annualized basis, 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 term "salary" as utilized in this Agreement shall refer to such annual
     salary as increased.


         (b) He shall be eligible to participate on a reasonable basis in the
     Corporation's 1994 Incentive Plan, Key Management Incentive Plan, Long
     Range Performance Share Plan and other bonus and incentive compensation
     plans (whether now or hereinafter in effect.)  Except as provided below,
     Executive's participation in the 1994 Incentive Plan, the Key Management
     Incentive Plan and the Long Range Performance Share Plan shall be on the
     same basis and terms as in effect on the date of this Agreement and
     Executive's participation in any hereinafter established plans shall be on
     the same basis and terms as other executive officers of the Corporation. 
     No additional compensation provided under any such plans shall be deemed
     to modify or otherwise affect the terms of this Agreement or any of
     Executive's entitlements hereunder.


         (c) He 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
     Plans").


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     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


         (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.


        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 month's prior written notice to the Board,
     in which case the Employment Period shall terminate on the effective date
     of such notice.


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

         (c) If Executive is 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 Incumbent Board (as defined in Section 8), 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.


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         (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 an adverse change in the nature
     or scope of Executive's authority, duties or responsibilities from those
     referred to in Section 1, a reduction in total compensation, compensation
     plans, benefits or perquisites from those provided in Section 3, or 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 Section 8) 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 of the 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 8 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
     Corporate officers) 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
          present value of the salary, at the rate required by Section 3(a) as
          in effect immediately prior to the date of such termination of
          employment, to which he would have been entitled had he remained in
          the employ of the Corporation for


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          the remainder of the Employment Period.  The Corporation shall also 
          pay to Executive the average amount of any incentive compensation 
          and bonuses earned by Executive in the three years preceding 
          Executive's termination of employment with the Corporation.

               (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 Section 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.

               (iv)  For the purposes of this Section 5 (b) the "Employment
          Period" shall be deemed to be the 12-month period beginning on the
          date of such termination of employment.

     The amount of payments provided for in this Section 5(b) shall be
     determined by the Accounting Firm (as defined in Section 10) and such
     payments shall be made within 30 days after Executive's termination of
     employment with the Corporation.

     6. Non-Competition 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 9 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 any of its
     subsidiaries at such time; provided, however, that Executive shall not be
     deemed to have breached this undertaking if (i) his sole relationship with


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     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, and (ii) such employment or activity is not
     likely to cause serious damage to the Corporation or any of its
     subsidiaries at such time; and

         (b)  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 so long
     as such information is not publicly disclosed.  Notwithstanding the
     foregoing, a breach by Executive of this Section 6(b) shall not be used to
     set-off or delay amounts payable under this Agreement.

     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.  Change of Control.  For the purpose of this Agreement, a "Change of
Control" shall mean:

         (a)  The acquisition (other than from the Corporation) 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 (the "Exchange Act"), of beneficial
     ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
     Act) of 15% or more of either the then outstanding shares of common stock
     or the combined voting power of the Corporation'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 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 the Corporation's then
     outstanding common stock and then outstanding voting securities, as the
     case may be; or

         (b)  Individuals who, as of the date hereof, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board, provided that any person becoming a director



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     subsequent to the date hereof whose election, or nomination for election
     by the Corporation's shareholders, was approved by a vote of at least a
     majority of the directors then comprising the Incumbent Board (other than
     an election or nomination of an individual whose initial assumption of
     office is in connection with an actual or threatened election contest
     relating to the election of the Directors of the Corporation, as such
     terms are used in Rule 14a-11 of Regulation 14A promulgated under the
     Exchange Act) shall be, for purposes of this Agreement, considered as
     though such person were a member of the Incumbent Board; or

         (c)  Approval by the stockholders of the Corporation of a
     reorganization, merger or consolidation, in each case, with respect to
     which persons who were the stockholders of the Corporation immediately
     prior to such reorganization, merger or consolidation do not, immediately
     thereafter, own more than 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 a
     liquidation or dissolution of the Corporation or of the sale of all or
     substantially all of the assets of the Corporation.

     9.  Termination of Executive Following a Change of Control.  In the
event the Corporation terminates Executive's employment with the Corporation or
the Executive terminates such employment for Good Reason during the Employment
Period pursuant to or following a Change of Control, Executive shall be
entitled to the salary, compensation and benefits provided to him under Section
5(b)(i), (ii) and (iii) provided that in either such event the Employment
Period shall be deemed to have begun on the date of such Change of Control and
end on the third anniversary of such date.

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

         (a)  Anything in this Agreement to the contrary notwithstanding, 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 10) (a "Payment") 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,

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     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.

         (b)  Subject to the provisions of Section 10(c), all determinations
     required to be made under this Section 10, including whether and when a
     Gross-Up Payment is required and the amount of such Gross-Up Payment and
     the assumptions to be utilized in arriving at such determination, shall be
     made by PricewaterhouseCoopers, L.L.P. (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 10, 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, 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.  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 10(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 


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     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,

               (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 10(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 


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     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. 
     Futhermore, 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 10(c), Executive becomes entitled to
     receive any refund with respect to such claim, Executive shall (subject to
     the Corporation's complying with the requirement of Section 10(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 10(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.

         (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 in 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 


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     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.

     11. Deferral of Payments.  Notwithstanding anything herein to the
contrary, the Corporation may defer any payment due under this Agreement (other
than payments called for by Section 8) to the earliest date upon which the
payment can be made and deducted by the Corporation in light of the provisions
of Section 162(m) of the Code.

     12. 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.

     13. 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.

     14. 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.

     15. Notices.  Any notices, requests, demands and other communication
provided for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to Executive at 1142 Tuneberg Pkwy., Belvidere, IL
61008, or at the last address he has filed in writing with the Corporation or,
in the case of the Corporation, at its principal Executive offices.


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     16. 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.

     17. Governing Law.  The provisions of this Agreement shall be
construed in accordance with the laws of the State of Illinois.

     18. 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.

     19. 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.

         (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 19(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 19(c).

     20. 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.


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     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/ Michael J. Tilton
                                                        ------------------------
                                                        Michael J. Tilton


                                                        CLARCOR Inc.



                                                        By /s/ Lawrence E. Gloyd
                                                          ----------------------

ATTEST:


/s/ Marcia S. Blaylock
----------------------
Secretary

(Seal)


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