Exhibit
10.2(b)
  CLARCOR
INC.


EXECUTIVE
RETIREMENT PLAN


AS
AMENDED AND RESTATED


EFFECTIVE
DECEMBER 20, 1999











CLARCOR
INC.




EXECUTIVE
RETIREMENT PLAN




As
Amended and Restated Effective December 20, 1999




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 (as hereinafter defined). In order to clarify various provisions
therein, CLARCOR hereby adopts, effective as of July 1, 2000, an amended and
restated Plan, to be known as the CLARCOR Inc. Executive Retirement
Plan.




ARTICLE
I


DEFINITIONS




For all
purposes of the Plan, words and phrases as used herein with the initial letter
capitalized shall have the respective meanings stated:




“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 or her highest
Compensation by 36. In the case of a Participant deemed totally and permanently
disabled, 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.




“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. 1994 Supplemental Pension Plan as restated
or amended from time to time.




“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 the Participant under
the Retirement Savings Plan or similar programs; compensation excludes (i) any
extraordinary cash or imputed compensation,
such as the taxable value of benefits or perquisites provided by CLARCOR, (ii)
amounts paid or accrued under any long-term incentive plan of CLARCOR, (iii) any
cash or securities received by a Participant upon the exercise of a stock
appreciation right or stock option, (iv) employer contributions to any
tax-qualified retirement plan or to CLARCOR’s Monthly Investment Plan, and (v)
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.




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“Deferred Retirement
Date” means the first day of the month coincident with or next following
the date the Participant terminates employment with CLARCOR and all subsidiaries
after his or her Normal Retirement Date.




“Disability” or
“Disabled” means “total and permanent disability,” as defined in the
CLARCOR Pension Plan.




“Disability Retirement
Date” means the first day of the month coincident with or next following
the date that the Board determines that a Participant has become
Disabled.




“Involuntary
Termination” means, with respect to a Participant, a termination of the
employment 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.




“Normal Retirement
Benefit” shall have the meaning set forth in Article II.




“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 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 the
CLARCOR Inc. Executive Retirement Plan (formerly known as the 1994 Executive
Retirement Plan), as set forth herein.




“Plan Administrator”
means the individuals or entity responsible for administration of the Plan
determined in accordance with Article XV of the Plan.




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ARTICLE
II


NORMAL
RETIREMENT BENEFIT




(a)           In
the event the employment of a Participant by CLARCOR and/or its subsidiaries
terminates at Normal Retirement Date for any reason other than Cause or death,
such Participant shall receive a monthly benefit in the form of a life and 15
year certain annuity (the “Normal Retirement
Benefit”) pursuant to this Plan equal to the product of: (1) and (2), the
total of which shall be reduced by (3):




(1)           four
and one-third (4.333%) percent times 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 (65%) percent;
and




(2)           the
Participant’s Average Monthly Compensation;




(3)           the
sum of his or her 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 II shall commence on the Participant’s
Normal Retirement Date and shall be subject to the provisions of Article VI and
Article VIII of the Plan (relating to death and form of payment of benefits,
respectively).




ARTICLE
III


EARLY
RETIREMENT BENEFIT




(a)           In
the event the employment of a Participant by CLARCOR and all subsidiaries
terminates prior to his or her Normal Retirement Date but after he has both
attained age 50 and completed at least five years of service, for any reason
other than Cause, death or Involuntary Termination following a Change of
Control, such Participant shall receive a monthly benefit for his or her life
equal to the product of: (1) and (2), which shall be reduced by
(3):




(1)           four
and one-third (4.333%) percent times 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 (65%)
percent;




(2)           the
Participant’s Average Monthly Compensation computed at termination;




(3)           the
sum of his or her Pension Retirement Benefits payable at Normal Retirement Date
under the CLARCOR Pension Plan and the CLARCOR Supplemental Plan.




(b)           Payment
of benefits shall commence either (i) on the Participant’s Normal Retirement
Date or (ii) the first day of any month beginning after the later of the
Participant’s attainment of age 60 and the Participant’s termination of
employment with CLARCOR and all subsidiaries, as the Plan Administrator shall
determine and shall be subject to the provisions of Article VI and Article VIII
of the Plan.




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(c)           If
payment of benefits commences prior to the Participant’s Normal Retirement Date,
the benefit determined above will be actuarially reduced according to the same
unisex mortality assumption and interest rate being used on the annuity
commencement date to calculate alternate benefits under the CLARCOR Pension
Plan.




(d)           If
the employment of a Participant by CLARCOR and all subsidiaries terminates
before he has attained age 50 and completed 5 years of service for any reason
other than Cause, death, disability or Involuntary Termination following a
Change of Control, no benefits will be payable from the Plan to or with respect
to such Participant.




(e)           If
the employment of a Participant is terminated by CLARCOR and all subsidiaries
for Cause no benefits will be payable from the Plan to or with respect to such
Participant.




ARTICLE
IV


INVOLUNTARY
TERMINATION


FOLLOWING
CHANGE OF CONTROL




In the
event the employment of a Participant by CLARCOR and all subsidiaries terminates
prior to his or her Normal Retirement Date by reason of an Involuntary
Termination following a Change of Control, the Participant shall be entitled to
receive a single sum payment, determined in accordance with Article VIII of the
Plan, in an amount equal to the actuarial equivalent of a monthly benefit in the
form of a life and 15 year certain annuity.




(1)           Compute
an Early Retirement Benefit for the Participant as provided in Article III
(whether or not such Participant had reached 50 years of age or completed 5
years of service prior to the date of his or her Involuntary Termination) but
including one additional year of service credit (not to exceed 5 years) for each
year between the date of such termination and the Participant’s Normal
Retirement Date; and,




(2)           Assume
payments of such Early Retirement Benefit commenced on the first day of the
month following the date of such termination, without actuarial reduction
attributable to the first five years prior to Normal Retirement
Date.




ARTICLE
V


TOTAL
AND PERMANENT DISABILITY




(a)           In
the event the employment of a Participant by CLARCOR and all subsidiaries
terminates prior to his or her Normal Retirement Date under circumstances in
which the Board determines that a Participant has become Disabled, such
Participant shall be entitled to receive a monthly benefit equal to the product
of (1 and (2) reduced by (3)):




(1)           four
and one-third (4.333%) percent times 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 (65%) percent;




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(2)           the
Participant’s Average Monthly Compensation computed at termination;




(3)           the
sum of his or her Pension Retirement Benefits payable at Normal Retirement Date
under the CLARCOR Pension Plan and the CLARCOR Supplemental Plan.




(b)           Payment
of benefits shall commence either (i) on the Participant’s Normal Retirement
Date or (ii) the first day of any month beginning after the Participant’s
termination of employment with CLARCOR and all subsidiaries, as the Plan
Administrator shall determine.




(c)           If
payment of benefits as an annuity commences prior to the Participant’s Normal
Retirement Date, the benefit determined in (a) above will be actuarially reduced
according to the same unisex mortality assumption and interest rate being used
on the annuity commencement date to calculate alternate benefits under the
CLARCOR Pension Plan.




ARTICLE
VI


DEATH




In the
event that a Participant predeceases his or her spouse, the spouse shall be
entitled to receive the following benefits:




(a)           If
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 calculated in accordance with Article V, in the
amount that would have been payable to the Participant if he or she had
terminated employment on the day preceding his or her date of death and had
elected an actuarially reduced annuity commencing on that date. If 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 calculated in accordance with Article VII as if such
Participant had retired on the day preceding his or her date of death and had
elected an annuity commencing on that date. Payment of monthly benefits to the
spouse shall commence on the first day of the month following such Participant’s
death and continue for 15 years or until the death of the spouse, whichever
occurs first.




(b)           If
the death of the Participant occurs after the commencement of payment of
benefits hereunder, his or her surviving spouse to whom he was married at the
date benefits commenced shall receive monthly payments equal to those being paid
to such Participant on the date of his or her death. Such payments shall
continue so that the total payment period (including all payments to the
Participant) equals 15 years, or until the death of the spouse, whichever occurs
first.




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(c)           If
the Participant has received the benefits to which he is entitled from this Plan
in the form of a single sum payment prior to his or her death, no further
benefits shall be paid.




(d)           Notwithstanding
the foregoing, if benefits under this Plan were payable in a single sum or in
installments under an election made by the Participant under Article VIII of the
Plan, but the full value of the Participant’s benefit had not been paid as of
the date of his or her death, payment of any unpaid installments shall be made
to the Participant’s beneficiary, as named in a document filed with the
Secretary of CLARCOR, or if none is so named, to the Participant’s surviving
spouse, if any, or, if none, to the estate or estate planning trust of the
Participant, as the Plan Administrator shall determine.




ARTICLE
VII


DEFERRED
RETIREMENT




(a)           In
the event a Participant continues employment beyond his or her Normal Retirement
Date, such Participant shall receive a monthly benefit for his or her life alone
equal to the product of (1) and (2), the total of which shall be reduced by
(3).




(1)           four
and one-third (4.333%) percent times 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 (65%) percent.




(2)           the
Participant’s Average Monthly Compensation computed at termination,




(3)           the
sum of his or her 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 Participant’s
Deferred Retirement Date and shall be subject to the provisions of Article VI
and Article VIII of the Plan.




ARTICLE
VIII


FORM
OF PAYMENT OF BENEFITS




Payment
of benefits shall be made either in the form of a life and 15 year certain
annuity, a single sum payment, or in substantially equal installments payable at
least annually over a period not to exceed 10 years. The single sum payment and
the installment payments shall be actuarially equivalent to the life and 15-year
certain annuity. The form of payment shall be as elected by the Participant
prior to the end of the calendar year immediately preceding the year in which
the Participant commences benefit payments, or at such other times as approved
by the Plan Administrator. The determination of the single sum payment 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 lump sum distribution on plan termination as in effect as of the date
of distribution. If payment is to be made in installments, the principal amount
thereof shall be the single sum payment as calculated above, and interest shall
be paid on the unpaid balance at the prime rate. All payments under the Plan
shall be subject to all applicable income and other tax withholding
requirements




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ARTICLE
IX


EXPENSES




Costs and
expenses of administering this Plan and providing the benefits hereunder will be
paid by CLARCOR. CLARCOR will 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 this 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 this 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 Internal
Revenue Code of 1986, as amended.




ARTICLE
X


INALIENABILITY




No
benefit payment under this 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 or her spouse or beneficiary and
any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge prior to such receipt shall be void; nor shall CLARCOR be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of any person entitled to any benefit.




ARTICLE
XI


AMENDMENT
AND TERMINATION




CLARCOR
may amend or terminate this Plan at any time by action of the Board, without the
consent of any Participant or his or her spouse or beneficiaries; provided, however, that (i)
this 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 he had retired (if he was then eligible to do so)
immediately preceding the effective date of the amendment or termination, or (if
he was not then eligible to retire) if his or her employment had then terminated
under Article III, disregarding any minimum required age or period of service,
and (ii) no amendment or termination shall reduce the benefit payable under this
Plan to a Participant whose employment terminated prior to such amendment or
termination, or to a spouse or beneficiary of such Participant.




ARTICLE
XII


OBLIGATIONS
OF SUCCESSORS




CLARCOR
will not be a party to any merger, consolidation or reorganization unless its
obligations under this Plan are expressly assumed by its successor or
successors.




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ARTICLE
XIII


PARTICIPANT’S
RIGHTS




The right
of a Participant or any person claiming under this Plan to receive distributions
hereunder shall be an unsecured claim against the general assets of CLARCOR and
no Participant shall have any rights in or against any particular asset of
CLARCOR.




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




ARTICLE
XIV


FORFEITURE
OF BENEFITS




Anything
to the contrary contained in this Plan notwithstanding, unless the Board shall
otherwise determine in its sole discretion, all benefits paid or payable to a
Participant under this 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




This Plan
shall be administered by the Board which may delegate its duties to or request
advice from its Compensation and Stock Option Committee. Said Board or Committee
in the event of delegation shall have sole discretionary authority to control
and manage the operations and administration of this Plan, including the
discretionary 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.




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ARTICLE
XVI


CLAIMS
PROCEDURE




If the
Participant or his or her beneficiary 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 or she may file a claim with the Compensation and Stock Option
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 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. 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 or her 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, 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 and in no event
shall such an extension exceed 60 days. 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




This Plan
shall be governed by and subject to applicable Federal laws and the laws of the
State of Illinois.





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