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Exhibit 10.7(a)
  CLARCOR
    INC.
    STOCK OPTION AGREEMENT
    Time and Manner of Exercise of Option
  1.1.
    Maximum Term of Option.  In no event may the
    Option be exercised, in whole or in part
    after          
    (the Expiration Date).1.2.
    Exercise of Option.  (a) Subject to
    Sections 1 (b), (c), (d) and 2.1 of this Agreement,
    this Option shall be exercisable in accordance with the
    following schedule:  Percentage ofOption StockFrom Option Date to 1st Anniversary of Option Date


0
%From 1st Anniversary of Option Date to 2nd Anniversary of Option
    Date


up to 25
%From 2nd Anniversary of Option Date to 3rd Anniversary of Option
    Date


up to 50
%From 3rd Anniversary of Option Date to 4th Anniversary of
    Option Date


up to 75
%Thereafter through the Expiration Date


up to 100
%             1.3.
    Method of Exercise.  (a) Subject to the
    limitations set forth in this Agreement, the Option may be
    exercised by the Optionee (1) by giving written notice to
    the Company specifying the number of whole shares of Stock to be
    purchased and accompanied by payment therefore in full (or
    arrangement made for such payment to the Committees
    satisfaction) either (i) in cash, (ii) in previously
    owned whole shares of Stock (which the Optionee has held for at
    least six months prior to the delivery of such shares and for
    which the Optionee has good title free and clear of all liens
    and encumbrances) having a Fair Market Value, determined as of
    the date of exercise, equal to the aggregate purchase price
    payable pursuant to the Option by reason of such exercise or
    (iii) a combination of (i) and (ii), and (2) by
    executing such documents as the Company may reasonably request.
    The Committee shall have sole discretion to




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disapprove of an election pursuant to clauses (ii) and
    (iii). No share of Stock shall be delivered until the full
    purchase price therefore has been paid.  2.
    Additional Terms and Conditions of Option.  2.1
    Special Forfeiture/Repayment Rules.  For so
    long as Optionee continues as an employee with the Company and
    for two years (or one year in the case of Triggering Conduct
    under Section 2.1(c)(3)) following Optionees
    termination of employment with the Company regardless of the
    reason (Restricted Period), Optionee agrees not to
    engage in Triggering Conduct. If Optionee engages in Triggering
    Conduct during the Restricted Period, then:  and
    Triggering Conduct




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2.2.
    Withholding Taxes.  (a) As a condition
    precedent to any exercise of the Option, the Optionee shall,
    upon request by the Company, pay to the Company in addition to
    the purchase price of the Option Stock, such amount of cash as
    may be determined, under all applicable federal, state, local or
    other laws or regulations, to withhold and pay over as income or
    other withholding taxes (the Tax Payments) with
    respect to such exercise of the Option. If the Optionee shall
    fail to advance the Tax Payments after request by the Company,
    the Company may, in its discretion, deduct any Tax Payments from
    any amount then or thereafter payable by the Company to the
    Optionee.    2.3.
    Compliance with Applicable Law.  The Option is
    subject to the condition that if the listing, registration or
    qualification of the shares subject to the Option upon any
    securities exchange or under any law, or the consent or approval
    of any governmental body, or the taking of any other action is
    necessary or desirable as a condition of, or in connection with,
    the purchase or delivery of shares hereunder, the Option may not
    be exercised, in whole or in part, unless such listing,
    registration, qualification, consent or approval shall have been
    effected or obtained, free of any conditions not acceptable to
    the Company. The Company agrees to use reasonable efforts to
    effect or obtain any such listing, registration, qualification,
    consent or approval.2.4.
    Option Confers No Rights as Stockholder.  The
    Optionee shall not be entitled to any privileges of ownership
    with respect to shares of Stock subject to the Option unless and
    until purchased and delivered upon the exercise of the Option,
    in whole or in part, and the Optionee becomes a stockholder of
    record with respect to such delivered shares; and the Optionee
    shall not be considered a stockholder of the Company with
    respect to any such shares not so purchased and delivered.2.5.
    Option Confers No Rights to Continued
    Employment.  In no event shall the granting of the
    Option or its acceptance by the Optionee give or be deemed to
    give the Optionee any right to continued employment by the
    Company or any affiliate of the Company.2.6.
    Agreement Subject to the Plan.  All of the
    terms and conditions applicable to this Agreement and the Option
    are not set forth herein. Reference is made to the Plan for a
    complete statement of such terms and




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conditions. This Agreement is subject to the provisions of the
    Plan, and shall be interpreted in accordance therewith. The
    Optionee hereby acknowledges receipt of a copy of the Plan.  2.7.
    Meaning of Legal
    Representative.  As used herein, the term
    Legal Representative shall include an executor,
    administrator, guardian, legal representative or other person
    acting in a similar capacity.2.8.
    Successors.  This Agreement shall be binding
    upon and inure to the benefit of any successor or successors of
    the Company and any person or persons who shall, upon the death
    of the Optionee, acquire any rights hereunder in accordance with
    this Agreement or the Plan.2.9.
    Governing Law.  The Option, this Agreement, and
    all determinations made and legal actions taken pursuant hereto
    and thereto, to the extent not governed by the laws of the
    United States, shall be governed by the laws of the State of
    Tennessee and construed in accordance therewith without regard
    to principles of conflicts of laws.    ­
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