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<FILENAME>c59555e10-k405.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>

<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K

<TABLE>
<CAPTION>
                           (MARK ONE)
<S> <C>
[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 2, 2000
                                 OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM  ____________________
COMMISSION FILE NUMBER 1-11024
</TABLE>

                                  CLARCOR Inc.
  ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                                    36-0922490
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

2323 Sixth Street, P.O. Box 7007, Rockford, Illinois                       61125
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:                 815-962-8867

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                          NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS              ON WHICH REGISTERED
          -------------------             ---------------------
<S>                                      <C>
Common Stock, par value $1.00 per share  New York Stock Exchange
Preferred Stock Purchase Rights
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

                                      None
              ----------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  X  No  __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

The aggregate market value (based on the closing price of registrant's Common
Stock on February 1, 2001 as reported on the New York Stock Exchange Composite
Transactions) of the voting stock held by non-affiliates of the registrant as at
February 1, 2001 is $557,981,284.

The number of outstanding shares of Common Stock as of February 1, 2001 is
24,462,933 shares.

Certain portions of the registrant's 2000 Annual Report to Shareholders are
incorporated by reference in Parts I, II and IV. Certain portions of the
registrant's Proxy Statement dated February 23, 2001 for the Annual Meeting of
Shareholders to be held on March 27, 2001 are incorporated by reference in Part
III.
<PAGE>   2

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     (a) General Development of Business

     CLARCOR Inc. ("CLARCOR") was organized in 1904 as an Illinois corporation
and in 1969 was reincorporated in the State of Delaware. As used herein, the
"Company" refers to CLARCOR and its subsidiaries unless the context otherwise
requires.

     The Company's fiscal year ends on the Saturday closest to November 30. For
fiscal year 2000 the year ended on December 2, 2000 and included 53 weeks. For
fiscal year 1999 the year ended on November 27, 1999 and included 52 weeks. In
this Form 10-K, all references to fiscal years are shown to begin on December 1
and end on November 30 for clarity of presentation.

     (i) Certain Significant Developments.

     During Fiscal 2000 the Company adopted a "Total Filtration" strategy. Under
the Total Filtration Program, the Company intends to supply every filter needed
by a customer for its facilities and its manufacturing, transportation and
construction equipment. Companies that now look to dozens of filter suppliers
for thousands of different filter requirements will be able, under the Program,
to purchase all of their filter requirements from one company, CLARCOR, thereby
reducing administrative burdens and uncertainty about filter pricing,
availability, delivery, performance and longevity. The Company is confident of
its ability to serve its customers' total filtration needs because it believes
that it now has the broadest range of filtration products in the industry. The
Company will also assist customers in determining which filters they require in
their operations, and with the servicing and installation of filters. While the
program is now in its early stages, the Company believes that implementation of
the Total Filtration concept over the next several years offers a significant
opportunity to continue the growth of the Company.

     (ii) Summary of Business Operations.

     During 2000, the Company conducted business in three principal industry
segments: (1) Engine/Mobile Filtration, (2) Industrial/Environmental Filtration
and (3) Packaging.

     Engine/Mobile Filtration. Engine/Mobile Filtration includes filters for
oil, air, fuel, coolants and hydraulic fluids for trucks, automobiles,
construction, mining and industrial equipment, locomotives, marine and
agricultural equipment.

     Industrial/Environmental Filtration. Industrial/Environmental Filtration
products are used primarily for commercial, residential and industrial
applications. The segment's industrial and environmental products include air
and antimicrobial treated filters and high efficiency electronic air cleaners
for commercial buildings, factories, residential buildings, paint spray booths,
gas turbine systems, medical facilities, motor vehicle cabins, clean rooms,
compressors and dust collector systems. The segment's process filtration
products include specialty filters, industrial process liquid filters, filters
for pharmaceutical processes, filtration systems for aircraft refueling,
anti-pollution and water recycling, bilge separators and sand control filters
for oil and gas drilling equipment.

     Packaging. Packaging products include a wide variety of custom styled
containers and packaging items used primarily by the food, confectionery, spice,
drug, toiletries and chemical specialties industries. The segment's products
include lithographed metal containers, flat sheet decorated metal, combination
metal and plastic containers, plastic closures and various specialties, such as
spools for wire and cable and outer shells for dry cell batteries and film
canisters.

     (b) Financial Information About Industry Segments

     Business segment information for the fiscal years 1998 through 2000 is
included on pages 23 and 24 of the Company's 2000 Annual Report to Shareholders
(the "Annual Report"), is incorporated herein by reference and is filed as part
of Exhibit 13(a)(vi) to this 2000 Annual Report on Form 10-K ("2000 Form 10-K").

                                        2
<PAGE>   3

     (c) Narrative Description of the Business

ENGINE/MOBILE FILTRATION

     The Company's engine/mobile filtration products business is conducted by
the following wholly-owned subsidiaries: Baldwin Filters, Inc.; Clark Filter,
Inc.; Hastings Filters, Inc.; Baldwin Filters (Aust.) Pty. Ltd.; Baldwin Filters
N.V.; and Baldwin Filters Limited. In addition, the Company owns (i) 90% of
Filtros Baldwin de Mexico ("FIBAMEX"), (ii) 75% of Baldwin-Weifang Filters Ltd.,
and (iii) 80% of Baldwin-Unifil S.A.

     The companies market a full line of oil, air, fuel, coolant and hydraulic
fluid filters. The filters are used in a wide variety of applications and in
processes where filter efficiency, reliability and durability are essential.
Impure air or fluid flow through semi-porous paper, cotton, synthetic, chemical
or membrane filter media with varying efficiency filtration characteristics. The
impurities on the media are disposed of when the filter is changed. The
segment's filters are sold throughout the world, primarily in the replacement
market for trucks, automobiles, locomotives, marine, construction, industrial,
mining and agricultural equipment. In addition, some first-fit filters are sold
to the original equipment market.

INDUSTRIAL/ENVIRONMENTAL FILTRATION

     The Company's industrial/environmental filtration products business is
conducted by the following wholly-owned subsidiaries: Airguard Industries, Inc.
("Airguard"); Airklean Engineering Pte. Ltd.; Airguard Asia Sdn. Bhd.; Facet
USA, Inc. and related Facet companies in Italy, Spain, the United Kingdom and
other European locations ("Facet"); Filter Products, Inc.; Purolator Facet, Inc.
("PFI"); Purolator Products Air Filtration Company ("Purolator"); United Air
Specialists, Inc.; and United Air Specialists (U.K.) Ltd. The segment's products
are sold throughout the world.

     The companies market commercial and industrial air filters and systems,
electrostatic contamination control equipment and electrostatic high precision
spraying equipment. The air filters and systems remove contaminants from
recirculated indoor air and from process air which is exhausted outdoors. The
products represent a complete line of air cleaners with a wide range of uses for
maintaining high quality standards in interior air and exterior pollution
control.

     Additional products include specialty filters, filtration systems for
aircraft refueling, anti-pollution and water recycling, and bilge separators.
These products are used in a wide range of applications including commercial,
military and general aviation, marine, oil and gas drilling and refining,
chemical and pharmaceutical processes, utilities, paper mills and general
industry. The filters are used for the process filtration of liquids using a
variety of porous and sintered and non-sintered metal media filters, strainers,
separators, coalescers and absorbent media. Many of these filter products and
systems require special technical approvals and product certification in order
to meet commercial and military requirements.

PACKAGING

     The Company's consumer and industrial packaging products business is
conducted by a wholly-owned subsidiary, J. L. Clark, Inc. ("J. L. Clark").

     J.L. Clark manufactures a wide variety of different types and sizes of
containers and packaging specialties. Metal, plastic and combination
metal/plastic containers and closures manufactured by the Company are used in
packaging a wide variety of dry and paste form products, such as food
specialties (tea, spices, dry bakery products, potato chips, pretzels, candy and
other confections); beverages and juices; cosmetics and toiletries; drugs and
pharmaceuticals; and chemical specialties (hand cleaners, soaps and special
cleaning compounds). Other packaging products include shells for dry batteries,
film canisters, candles, spools for insulated and fine wire, and custom
decorated flat steel sheets.

     Containers and packaging specialties are manufactured only upon orders
received from customers, and individualized containers and packaging specialties
are designed and manufactured, usually with distinctive decoration, to meet each
customer's marketing and packaging requirements and specifications.

                                        3
<PAGE>   4

DISTRIBUTION

     Engine/Mobile Filtration and Industrial/Environmental Filtration products
are sold primarily through a combination of independent distributors and dealers
for original equipment manufacturers.

     The engine/mobile segment also distributes filtration products worldwide
through each of its subsidiaries. Baldwin Filters N.V. and Baldwin Filters
Limited primarily serve the European markets. Baldwin Filters (Aust.) Pty. Ltd.,
markets heavy duty liquid and air filters in Australia and New Zealand. FIBAMEX
manufactures filters in Mexico with distribution in Mexico and Central and South
America. Through the Company's investment in Baldwin-Weifang Filters Ltd., heavy
duty filters are manufactured in China for distribution in China. Additionally,
through Baldwin-Unifil S.A., air filtration products are manufactured in South
Africa with distribution throughout Africa, Great Britain, Europe and the Middle
East.

     The industrial/environmental segment also distributes and services
filtration products through company-owned branches and wholly-owned subsidiaries
located throughout the United States and Europe and in Singapore and Malaysia.

     Packaging salespersons call directly on customers and prospective customers
for containers and packaging specialties. Each salesperson is trained in all
aspects of J.L. Clark's manufacturing processes with respect to the products
sold and is qualified to consult with customers and prospective customers
concerning the details of their particular requirements. In addition,
salespersons with expertise in specific areas, such as flat-sheet decorating,
are focused on specific customers and markets.

CLASS OF PRODUCTS

     No class of products accounted for as much as 10% of the total sales of the
Company.

RAW MATERIAL

     Steel, filter media, cartons, aluminum sheet and coil, stainless steel,
chrome vanadium, chrome silicon, resins, roll paper, bulk and roll plastic
materials and cotton, wood and synthetic fibers and adhesives are the most
important raw materials used in the manufacture of the Company's products. All
of these are purchased or are available from a variety of sources. The Company
has no long-term purchase commitments. The Company did not experience shortages
in the supply of raw materials during 2000.

PATENTS, TRADEMARKS AND TRADENAMES

     Certain features of some of the Company's products are covered by domestic
and, in some cases, foreign patents or patent applications. While these patents
are valuable and important for certain products, the Company does not believe
that its competitive position is dependent upon patent protection. The Company
believes, however, that its trademarks and tradenames used in connection with
certain products may be significant to its business.

CUSTOMERS

     The largest 10 customers of the Engine/Mobile Filtration segment accounted
for 20.6% of the $259,791,000 of fiscal year 2000 sales of such segment.

     The largest 10 customers of the Industrial/Environmental Filtration segment
accounted for 15.1% of the $319,746,000 of fiscal year 2000 sales of such
segment.

     The largest 10 customers of the Packaging segment accounted for 60.5% of
the $72,611,000 of fiscal year 2000 sales of such segment.

     No single customer accounted for 10% or more of the Company's consolidated
2000 sales.

                                        4
<PAGE>   5

BACKLOG

     At November 30, 2000, the Company had a backlog of firm orders for products
amounting to approximately $74,300,000. The backlog figure for 1999 was
approximately $72,100,000. Substantially all of the orders on hand at November
30, 2000 are expected to be filled during fiscal 2001.

COMPETITION

     The Company encounters strong competition in the sale of all of its
products. The Company competes in a number of filtration markets against a
variety of competitors. The Company is unable to state its relative competitive
position in all of these markets due to a lack of reliable industry-wide data.
However, in the replacement market for heavy duty liquid and air filters used in
internal combustion engines, the Company believes that it is among the top five
measured by annual sales. In addition, the Company believes that it is a leading
manufacturer of liquid and air filters for diesel locomotives. The Company
believes that for industrial and environmental filtration products, it is among
the top five measured by annual sales.

     In the Packaging segment, its principal competitors include several
manufacturers whose specialty packaging segments are smaller than the Company's
and who often compete on a regional basis only. Strong competition is also
presented by manufacturers of paper, plastic and glass containers. The Company's
competitors generally manufacture and sell a wide variety of products in
addition to packaging products of the type produced by the Company and do not
publish separate sales figures relative to these competitive products.
Consequently, the Company is unable to state its relative competitive position
in those markets.

     The Company believes that it is able to maintain its competitive position
because of the quality and breadth of its products and services and the broad
geographic scope of its operations.

PRODUCT DEVELOPMENT

     The Company's Technical Centers and laboratories test product components
and completed products to insure high quality manufacturing results, evaluate
competitive products, aid suppliers in the development of product components,
and conduct controlled tests of newly designed filters, filtration systems and
containers for particular uses. Product development departments are concerned
with the improvement and creation of new filters, filtration systems, containers
and packaging products in order to broaden the uses of these items, counteract
obsolescence and evaluate other products available in the marketplace.

     In fiscal 2000, the Company employed 69 professional employees on a
full-time basis on research activities relating to the development of new
products or the improvement or redesign of its existing products. During this
period the Company spent approximately $6,942,000 on such activities as compared
with $5,562,000 for 1999 and $4,855,000 for 1998.

ENVIRONMENTAL FACTORS

     The Company is not aware of any facts which would cause it to believe that
it is in material violation of existing applicable standards respecting
emissions to the atmosphere, discharges to waters, or treatment, storage and
disposal of solid or hazardous wastes.

     The Company is party to various proceedings relating to environmental
issues. The U.S. Environmental Protection Agency (EPA) and/or other responsible
state agencies have designated the Company as a potentially responsible party
(PRP), along with other companies, in remedial activities for the cleanup of
waste sites under the federal Superfund statute.

     Environmental and related remediation costs are difficult to quantify for a
number of reasons including the number of parties involved, the difficulty in
determining the extent of the contamination, the length of time remediation may
require, the complexity of environmental regulation and the continuing
advancement of remediation technology. Applicable federal law may impose joint
and several liability on each PRP for the cleanup. It is the opinion of
management, after consultation with legal counsel, that additional liabilities,
if

                                        5
<PAGE>   6

any, resulting from these matters are not expected to have a material adverse
effect on the Company's financial condition or consolidated results of
operations.

     The Company does anticipate, however, that it may be required to install
additional pollution control equipment to augment existing equipment in the
future in order to meet applicable environmental standards. The Company is
presently unable to predict the timing or the cost of such equipment and cannot
give any assurance that the cost of such equipment may not have an adverse
effect on earnings. However, the Company is not aware, at this time, of any
current or pending requirement to install such equipment at any of its
facilities.

EMPLOYEES

     As of November 30, 2000, the Company had approximately 4,560 employees.

     (d) Financial Information About Foreign and Domestic Operations and Export
Sales

     Financial information relating to export sales and the Company's operations
in the United States and other countries is set forth on page 24 of the Annual
Report and is incorporated herein by reference and filed as Exhibit 13(a)(vi) to
this 2000 Form 10-K. The Company is not aware of any unusual risks attendant to
the conduct of its operations in other countries.

ITEM 2. PROPERTIES.

     (i) Location

     An office building owned by the Company located in Rockford, Illinois
houses the Corporate offices and the Packaging segment headquarters offices in
22,000 square feet of office space.

     Engine/Mobile Filtration. The following is a description of the principal
properties utilized by the Company in conducting its Engine/Mobile Filtration
business:

     The Baldwin Filters' Kearney, Nebraska plant contains 516,000 square feet
of manufacturing and warehousing space, 25,000 square feet of research and
development space, and 40,000 square feet of office space. The Kearney facility
is located on a site of approximately 40 acres. A manufacturing facility located
in Yankton, South Dakota has approximately 170,000 square feet of floor space on
a 21 acre tract. Both facilities are owned by the Company. In addition, Baldwin
has a capital lease for a 100,000 square foot manufacturing facility on a site
of 20 acres in Gothenburg, Nebraska.

     The Company also manufactures filters in Lancaster, Pennsylvania at its
Clark Filter plant. The building, constructed about 1968 on an 11.4 acre tract
of land, contains 168,000 square feet of manufacturing and office space and is
owned by the Company.

     The Company leases various facilities in Australia, Belgium, Mexico, South
Africa and the United Kingdom for the manufacture and distribution of filtration
products.

     Industrial/Environmental Filtration. The following is a description of the
principal properties utilized by the Company in conducting its
Industrial/Environmental Filtration business:

     Airguard has nine manufacturing and warehousing locations. It leases
318,000 square feet in New Albany, Indiana, 84,000 square feet in Corona,
California, 44,500 square feet in Dallas, Texas and 83,000 square feet in
Rockford, Illinois. Smaller facilities are also leased in North Carolina and
Wisconsin. The Company owns the following three facilities. The Airguard High
Efficiency Filter plant, located in Jeffersontown, Kentucky on a 7.5 acre tract
of land, contains 100,000 square feet of manufacturing and office facilities.
Airguard's ATI manufacturing and office facility in Ottawa, Kansas, contains
31,000 square feet. During fiscal 2000 Airguard purchased an existing 240,000
square foot manufacturing facility in Campbellsville, Kentucky. Production of
air filtration products began in December 2000 at Campbellsville.

     Airguard administrative and sales offices and distribution facilities are
located in leased facilities in Louisville, Kentucky; Cincinnati, Ohio; Toledo,
Ohio; Nashville, Tennessee; Atlanta, Georgia; Columbus,

                                        6
<PAGE>   7

Ohio; Birmingham, Alabama; Portland, Oregon; Commerce City, Colorado; Kansas
City, Missouri; Dallas, Texas; Corona, California and New Albany, Indiana.
Airguard also leases facilities in Malaysia and Singapore.

     Facet owns manufacturing and distribution facilities in Tulsa, Oklahoma and
La Coruna, Spain. The Tulsa facilities contain approximately 142,000 square feet
on a 16 acre site. The La Coruna facility is on an approximately 17,000 square
meter site and the building contains 5,700 square meters. Facet also leases
facilities in Stillwell, Oklahoma; Tulsa, Oklahoma; Canada; Italy; Germany;
France; United Kingdom and The Netherlands.

     Purolator owns a 228,500 square-foot manufacturing and office facility in
Henderson, North Carolina on a site of approximately 25 acres. Purolator also
leases sales, manufacturing and distribution facilities in Fresno, California;
Hayward, California; La Mirada, California; Sacramento, California; Davenport,
Iowa; Wichita, Kansas; Metuchen, New Jersey; Henderson, North Carolina; Kenly,
North Carolina; Sparks, Nevada; Fairfax, Virginia and Auburn, Washington.

     Purolator Facet, Inc. ("PFI") owns a manufacturing and distribution
facility in Greensboro, North Carolina. This facility contains approximately
88,000 square feet on a 21 acre site. PFI also leases facilities in Greensboro,
North Carolina; Hebron, Connecticut and Middletown, Rhode Island.

     United Air Specialists ("UAS") has three owned facilities. The offices and
primary manufacturing facility of UAS are located in Blue Ash, Ohio (a suburb of
Cincinnati), on approximately 17 acres of land. This facility was built in 1978
and was expanded in 1991 and 1993 to a total of approximately 157,000 square
feet. UAS also has sales offices and a manufacturing facility in Warwick,
England which total approximately 13,200 square feet. In addition, UAS leases
sales and service facilities in Bad Camberg, Germany; Phoenix, Arizona; Hayward,
California; Anaheim, California; Louisville, Kentucky; Troy, Michigan; Jackson,
Mississippi and Houston, Texas.

     Filter Products Inc. owns a 40,000 square foot manufacturing and office
facility in Sacramento, California.

     Packaging.  The following is a description of the principal properties
utilized by the Company in conducting its Packaging business:

     The Company's J. L. Clark, Rockford, Illinois plant, located on 34 acres,
consists of one-story manufacturing buildings, the first of which was
constructed in 1910. Since then a number of major additions have been
constructed and an injection molding plant was constructed in 1972.
Approximately 450,000 square feet of floor area are devoted to manufacturing,
warehouse and office use. Of the 34 acres, approximately 12 are vacant.

     A J. L. Clark plant is located in Lancaster, Pennsylvania on approximately
11 acres. It consists of a two-story office building containing approximately
7,500 square feet of floor space and a manufacturing plant and warehouse
containing 236,000 square feet of floor space, most of which is on one level.
These buildings were constructed between 1924 and 1964.

     J. L. Clark also leases a manufacturing facility in San Leandro,
California.

     The various properties owned by the Company are considered by it to be in
good repair and well maintained. Plant asset additions in 2001 are estimated at
$25,000,000 for land, buildings, equipment and machinery, capacity additions and
cost reduction projects.

     (ii) Function

     Engine/Mobile Filtration.  Oil, air, fuel, hydraulic fluid and coolant
filters are produced at the Baldwin and Hastings facilities in Kearney, and
Gothenburg, Nebraska and Yankton, South Dakota. The various processes of
pleating paper, winding cotton and synthetic fibers, placing the filter element
in a metal or fiber container and painting the containers are highly mechanized,
but require some manual assistance. The plants also maintain an inventory of
special dies and molds for filter manufacture.

                                        7
<PAGE>   8

     Oil, air and fuel filters, primarily for use in the railroad industry, are
produced at Clark Filter in Lancaster, Pennsylvania.

     Industrial/Environmental Filtration.  Air filters for the commercial,
residential and industrial markets are produced in the Airguard and Purolator
facilities. Dust collection systems, high efficiency electronic air cleaning
systems and electrostatic precision spraying systems are designed and
manufactured at the UAS facility in Cincinnati, Ohio.

     Specialty filter products for aviation, oil and gas drilling, military,
marine and paper and chemical processes are manufactured and assembled at the
PFI facilities in Greensboro, North Carolina. The manufacturing processes
include bonding and sintering metal, tungsten inert gas and electron beam
welding and diffusion-bonding of wire. Facet designs, manufactures and assembles
filters and filtration systems for aircraft refueling, power generation, water
treatment and general industrial applications at its United States and European
facilities. The company also uses outside contractors for assembly and
manufacturing of some of its products. Many of these products require special
commercial or military technical approvals or product certification.

     Depth media filters for the pharmaceutical, biotech and food and beverage
industries and other critical process filtration applications are manufactured
at the Filter Products Inc. facility in Sacramento, California.

     Packaging.  The Company's metal and combination metal and plastic packaging
products are produced at J. L. Clark plants located in Rockford, Illinois,
Lancaster, Pennsylvania, and San Leandro, California. The Rockford and Lancaster
plants are completely integrated facilities which include creative and
mechanical art departments and photographic facilities for color separation,
preparation of multiple-design negatives and lithographing plates. Metal sheets
are decorated on coating machines and lithographing presses connected with
conveyor ovens. Decorated sheets are then cut to working sizes on shearing
equipment, following which fabrication is completed by punch presses,
can-forming and can-closing equipment and other specialized machinery for
supplementary operations. Most tooling for fabricating equipment is designed and
engineered by the Company's engineering staffs, and much of it is produced in
the Company's tool rooms.

     During the fiscal year, J. L. Clark purchased, at a cost of approximately
$7.5 million, new, state-of-the art metal lithography equipment. The new
equipment is expected to be operational in the third quarter of fiscal 2001.

     Plastic packaging capabilities include printing and molding of irregular
shaped plastic containers and customized plastic closures which have
tamper-evidence as well as convenience features.

ITEM 3. LEGAL PROCEEDINGS.

     The Company is involved in legal actions arising in the normal course of
business. After taking into consideration legal counsel's evaluation of such
actions, management is of the opinion that their outcome will not have a
material adverse effect on the Company's consolidated results of operations or
financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

                                        8
<PAGE>   9

ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
                                                                 AGE AT     YEAR ELECTED
                            NAME                                11/30/00     TO OFFICE
                            ----                                --------    ------------
<S>                                                             <C>         <C>
Norman E. Johnson...........................................       52           2000
  Chairman of the Board, President and Chief Executive
Officer. Mr. Johnson has been employed by the Company since
1990. He was elected President-Baldwin Filters, Inc. in
1990, Vice President-CLARCOR in 1992, Group Vice President-
Filtration Products Group in 1993, President and Chief
Operating Officer in 1995 and Chairman, President and Chief
Executive Officer in 2000. Mr. Johnson has been a Director
of the Company since June 1996.
William B. Walker...........................................       60           2000
  President, Environmental Filtration. Mr. Walker has been
employed by Airguard, a subsidiary of the Company since
1966. He was elected President of Airguard in 1994,
Executive Vice President-Industrial/Environmental Filtration
in 1999 and President, Environmental Filtration in 2000.
Bruce A. Klein..............................................       53           1995
  Vice President-Finance and Chief Financial Officer. Mr.
Klein was employed by the Company and elected Vice
President-Finance and Chief Financial Officer on January 3,
1995.
James M. Suchomel...........................................       50           2000
  President, Process Filtration. Mr. Suchomel became an
officer of the Company in February 2000. From March 1994 to
February 2000, he was the Vice President and General Manager
of the Process Water General Industry Group of United States
Filter Corporation.
David J. Anderson...........................................       62           1999
  Vice President-Corporate Development. Mr. Anderson has
been employed by the Company since 1990. He was elected Vice
President Marketing & Business Development for the CLARCOR
Filtration Products subsidiary in 1991, Vice
President-Corporate Development in 1993, Vice
President-International/Corporate Development in 1994 and
Vice President-Corporate Development in 1999.
David J. Lindsay............................................       45           1995
  Vice President-Administration and Chief Administrative
Officer. Mr. Lindsay has been employed by the Company in
various administrative positions since 1987. He was elected
Vice President-Group Services in 1991, Vice
President-Administration in 1994 and Vice
President-Administration and Chief Administrative Officer in
1995.
Peter F. Nangle.............................................       39           1999
  Vice President-Information Services and Chief Information
Officer. Mr. Nangle has been employed by the Company since
1993. He was elected Vice President-Information Services in
1994, Vice President-Information Services and Operations
Analysis, Chief Information Officer in 1997 and Vice
President-Information Services and Chief Information Officer
in 1999.
Marcia S. Blaylock..........................................       44           2000
  Vice President, Controller. Ms. Blaylock has been an
employee of the Company since 1974. She was elected
Assistant Secretary in 1994, Corporate Secretary in 1995,
Vice President and Corporate Secretary in 1996, Vice
President, Controller and Corporate Secretary in 1997 and
Vice President, Controller in 2000.
David J. Boyd...............................................       60           2000
  Vice President, General Counsel and Corporate Secretary.
Mr. Boyd became an officer of the Company in May 2000. Prior
to that date he served as a partner in the law firm of
Sidley & Austin since 1972.
</TABLE>

                                        9
<PAGE>   10

     Each executive officer of the Company is elected for a term of one year
which begins at the Board of Directors Meeting at which he or she is elected,
held at the time of the Annual Meeting of Shareholders, and ends on the date of
the next Annual Meeting of Shareholders or upon the due election and
qualification of his or her successor.

                                       10
<PAGE>   11

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS.

     The Company's Common Stock is listed on the New York Stock Exchange; it is
traded under the symbol CLC. The following table sets forth the high and low
market prices as quoted during the relevant periods on the New York Stock
Exchange and dividends paid for each quarter of the last two fiscal years.

<TABLE>
<CAPTION>
                                                                  MARKET PRICE
                                                              --------------------
                       QUARTER ENDED                            HIGH        LOW     DIVIDENDS
                       -------------                            ----        ---     ---------
<S>                                                           <C> <C>    <C> <C>    <C>
February 26, 2000...........................................  $19 1/2    $16 1/6     $.1150
May 27, 2000................................................   19 3/4     17          .1150
August 26, 2000.............................................   21 3/8     17 3/8      .1150
December 2, 2000............................................   21 7/16    16 15/16    .1175
                                                                                     ------
Total Dividends.............................................                         $.4625
                                                                                     ======
</TABLE>

<TABLE>
<CAPTION>
                                                                  MARKET PRICE
                                                              --------------------
                       QUARTER ENDED                            HIGH        LOW     DIVIDENDS
                       -------------                            ----        ---     ---------
<S>                                                           <C> <C>    <C> <C>    <C>
February 27, 1999...........................................  $20 13/16  $16 11/16   $.1125
May 29, 1999................................................   19 1/4     16 7/16     .1125
August 28, 1999.............................................   21 3/8     18 1/8      .1125
November 27, 1999...........................................   18 9/16    14 1/4      .1150
                                                                                     ------
Total Dividends.............................................                         $.4525
                                                                                     ======
</TABLE>

     The approximate number of holders of record of the Company's Common Stock
at February 1, 2001 is 1,600. In addition, the Company believes that there are
approximately 6,000 beneficial owners whose shares are held in street names.

ITEM 6. SELECTED FINANCIAL DATA.

     The information required hereunder is set forth on pages 26 and 27 of the
Annual Report under the caption "11-Year Financial Review," is incorporated
herein by reference and is filed as Exhibit 13(a)(ix) to this 2000 Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

     The information required hereunder is set forth on pages 7 through 11 of
the Annual Report under the caption "Financial Review," is incorporated herein
by reference and is filed as Exhibit 13(a)(x) to this 2000 Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The information required hereunder is set forth on page 10 of the Annual
Report under the caption "Financial Review -- Market Risk," is incorporated
herein by reference and is filed as Exhibit 13(a)(x) to this 2000 Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Consolidated Financial Statements, the Notes thereto and the report
thereon of PricewaterhouseCoopers LLP, independent accountants, required
hereunder with respect to the Company and its consolidated subsidiaries are set
forth on pages 12 through 25, inclusive, of the Annual Report, are incorporated
herein by reference and are filed as Exhibits 13(a)(ii) through 13(a)(vii) to
this 2000 Form 10-K.

                                       11
<PAGE>   12

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Certain information required hereunder is set forth on pages 1 and 2 of the
Company's Proxy Statement dated February 23, 2001 (the "Proxy Statement") for
the Annual Meeting of Shareholders to be held on March 27, 2001 under the
caption "Election of Directors -- Nominees for Election to the Board" and is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

     The information required hereunder is set forth on pages 6 through 13
inclusive, of the Proxy Statement under the caption "Compensation of Executive
Officers and Other Information" and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required hereunder is set forth on pages 4 and 5 of the
Proxy Statement under the caption "Beneficial Ownership of the Company's Common
Stock" and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required hereunder is set forth on page 4 of the Proxy
Statement under the caption "Certain Relationships and Related Transactions" and
is incorporated herein by reference.

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.

     (a) Financial Statements

     The following financial information is incorporated herein by reference to
the Company's Annual Report to Shareholders for the fiscal year ended November
30, 2000:

     *Consolidated Balance Sheets at November 30, 2000 and 1999

     *Consolidated Statements of Earnings for the years ended November 30, 2000,
1999 and 1998

     *Consolidated Statements of Shareholders' Equity for the years ended
November 30, 2000, 1999 and 1998

     *Consolidated Statements of Cash Flows for the years ended November 30,
2000, 1999 and 1998

     *Notes to Consolidated Financial Statements

     *Report of Independent Accountants

     *Management's Report on Responsibility for Financial Reporting
------------------------------
*Filed herewith as part of Exhibit 13(a) to this 2000 Form 10-K

                                       12
<PAGE>   13

     The following items are set forth herein on the pages indicated:

Report of Independent Accountants..........................................  F-1

Financial Statement Schedules:

     II. Valuation and Qualifying Accounts.................................  F-2

     Financial statements and schedules other than those listed above are
omitted for the reason that they are not applicable, are not required, or the
information is included in the financial statements or the footnotes therein.

     (b) None

     (c) Exhibits

<TABLE>
<S>          <C>

 3.1         The registrant's Second Restated Certificate of
             Incorporation. Incorporated by reference to Exhibit 3.1 to
             the Company's Annual Report on Form 10-K for the fiscal year
             ended November 30, 1998 (the "1998 10-K").

 3.1(a)      Amendment to ARTICLE FOURTH of the Second Restated
             Certificate of Incorporation. Incorporated by reference to
             the Company's Proxy Statement dated February 18, 1999 for
             the Annual Meeting of Shareholders held on March 23, 1999.

 3.2         The registrant's By-laws, as amended. Incorporated by
             reference to Exhibit 3.2 to the Company's Annual Report on
             Form 10-K for the fiscal year ended November 30, 1995.

 3.3         Certificate of Designation of Series B Junior Participating
             Preferred Stock of CLARCOR as filed with the Secretary of
             State of the State of Delaware on April 2, 1996.
             Incorporated by reference to Exhibit 4.5 to the Registration
             Statement on Form 8-A filed April 3, 1996.

 4.1         Stockholder Rights Agreement dated as of March 28, 1996
             between the registrant and the First Chicago Trust Company
             of New York. Incorporated by reference to Exhibit 4 to the
             Company's Current Report on Form 8-K filed April 3, 1996.

 4.1(a)      First Amendment to Stockholders Rights Agreement dated as of
             March 23, 1999. Incorporated by reference to Exhibit 4 to
             the Company's Form 8-A/A filed March 29, 1999.

 4.2         Certain instruments defining the rights of holders of
             long-term debt securities of CLARCOR and its subsidiaries
             are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation
             S-K. CLARCOR hereby agrees to furnish copies of these
             instruments to the SEC upon request.

 4.2(a)      Multicurrency Credit Agreement dated as of September 9,
             1999. Incorporated by reference to Exhibit 4 to the
             Company's Current Report on Form 8-K filed September 17,
             1999.

10.1         The registrant's Deferred Compensation Plan for Directors.
             Incorporated by reference to Exhibit 10.1 to the Company's
             Annual Report on Form 10-K for the fiscal year ended
             November 30, 1984 (the "1984 10-K").

10.2         The registrant's Supplemental Retirement Plan. Incorporated
             by reference to Exhibit 10.2 to the 1984 10-K.

10.2(a)      The registrant's 1994 Executive Retirement Plan.
             Incorporated by reference to Exhibit 10.2(a) to the
             Company's Annual Report on Form 10-K for the fiscal year
             ended December 3, 1994 ("1994 10-K").

10.2(b)      The registrant's 1994 Supplemental Pension Plan.
             Incorporated by reference to Exhibit 10.2(b) to the 1994
             10-K.

10.2(c)      The registrant's Supplemental Retirement Plan (as amended
             and restated effective December 1, 1994). Incorporated by
             reference to Exhibit 10.2(c) to the 1994 10-K.

10.3         The registrant's 1984 Stock Option Plan. Incorporated by
             reference to Exhibit A to the Company's Proxy Statement
             dated March 2, 1984 for the Annual Meeting of Shareholders
             held on March 31, 1984.
</TABLE>

                                       13
<PAGE>   14

<TABLE>
<S>             <C>
 10.4           Employment Agreements with certain officers. Incorporated by reference to Exhibit 5 to the
                Company's Current Report on Form 8-K filed July 25, 1989.

*10.4(a)(1)     Form of Amended and Restated Employment Agreement with each of David J. Anderson, Marcia S.
                Blaylock, David J. Boyd, Bruce A. Klein, David J. Lindsay, Norman E. Johnson, Peter F. Nangle,
                James M. Suchomel and William B. Walker.

 10.4(b)        Employment Agreement with Lawrence E. Gloyd dated July 1, 1997. Incorporated by reference to
                Exhibit 10.4(b) to the Company's Annual Report on Form 10-K for the fiscal year ended November 30,
                1997 ("1997 10-K").

 10.4(c)        Employment Agreement with Norman E. Johnson dated July 1, 1997. Incorporated by reference to
                Exhibit 10.4(c) to the 1997 10-K.

*10.4(c)(1)     Amended and Restated Employment Agreement with Norman E. Johnson dated as of December 17, 2000.

 10.4(d)        Trust Agreement dated December 1, 1997. Incorporated by reference to Exhibit 10.4(d) to the 1997
                10-K.

 10.4(e)        Executive Benefit Trust Agreement dated December 22, 1997. Incorporated by reference to Exhibit
                10.4(e) to the 1997 10-K.

*10.5           The registrant's 1994 Incentive Plan (the "Plan") as amended through June 30, 2000.

*10.5(a)        Amendment to the Plan adopted December 18, 2000.

*13 (a)         The following items incorporated by reference herein from the Company's 2000 Annual Report to
                Shareholders ("2000 Annual Report"), are filed as Exhibits to this Annual Report Form 10-K:
</TABLE>

<TABLE>
<C>         <S>
       (i)       Business segment information for the fiscal years 1998
                 through 2000 set forth on pages 23 and 24 of the 2000
                 Annual Report (included in Exhibit 13(a)(vi) -- Note P
                 of Notes to Consolidated Financial Statements);
      (ii)       Consolidated Balance Sheets of the Company and its
                 Subsidiaries at November 30, 2000 and 1999 set forth on
                 page 12 of the 2000 Annual Report;
     (iii)       Consolidated Statements of Earnings of the Company and
                 its Subsidiaries for the years ended November 30, 2000,
                 1999 and 1998 set forth on page 13 of the 2000 Annual
                 Report;
      (iv)       Consolidated Statements of Shareholders' Equity for the
                 Company and its Subsidiaries for the years ended
                 November 30, 2000, 1999 and 1998 set forth on page 14
                 of the 2000 Annual Report;
       (v)       Consolidated Statements of Cash Flows of the Company
                 and its Subsidiaries for the years ended November 30,
                 2000, 1999 and 1998 set forth on page 15 of the 2000
                 Annual Report;
      (vi)       Notes to Consolidated Financial Statements set forth on
                 pages 16 through 24 of the 2000 Annual Report;
     (vii)       Report of Independent Accountants set forth on page 25
                 of the 2000 Annual Report;
    (viii)       Management's Report on Responsibility for Financial
                 Reporting set forth on page 25 of the 2000 Annual
                 Report;
      (ix)       Information under the caption "11-Year Financial
                 Review" set forth on pages 26 and 27 of the 2000 Annual
                 Report; and
       (x)       Management's Discussion and Analysis of Financial
                 Condition and Results of Operation set forth under the
                 caption "Financial Review" on pages 7 through 11 of the
                 2000 Annual Report.
</TABLE>

<TABLE>
<S>         <C>

*21         Subsidiaries of the Registrant.
*23         Consent of Independent Accountants.
</TABLE>

---------------
* Filed herewith.
                                       14
<PAGE>   15

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: February 23, 2001                   CLARCOR Inc.
                                          (Registrant)

                                          By:    /s/ NORMAN E. JOHNSON
                                          --------------------------------------
                                                    Norman E. Johnson
                                             Chairman of the Board, President
                                                & Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                      <C>  <C>
Date: February 23, 2001  By:               /s/ NORMAN E. JOHNSON
                              ------------------------------------------------
                                             Norman E. Johnson
                                     Chairman of the Board, President &
                                    Chief Executive Officer and Director

Date: February 23, 2001  By:                 /s/ BRUCE A. KLEIN
                              ------------------------------------------------
                                               Bruce A. Klein
                                        Vice President -- Finance &
                                          Chief Financial Officer

Date: February 23, 2001  By:               /s/ MARCIA S. BLAYLOCK
                              ------------------------------------------------
                                             Marcia S. Blaylock
                               Vice President, Controller & Chief Accounting
                                                  Officer

Date: February 23, 2001  By:                  /s/ J. MARC ADAM
                              ------------------------------------------------
                                                J. Marc Adam
                                                  Director

Date: February 23, 2001  By:                /s/ MILTON R. BROWN
                              ------------------------------------------------
                                              Milton R. Brown
                                                  Director

Date: February 23, 2001  By:             /s/ ROBERT J. BURGSTAHLER
                              ------------------------------------------------
                                           Robert J. Burgstahler
                                                  Director

Date: February 23, 2001  By:                /s/ CARL J. DARGENE
                              ------------------------------------------------
                                              Carl J. Dargene
                                                  Director
</TABLE>

                                       15
<PAGE>   16
<TABLE>
<S>                      <C>  <C>
Date: February 23, 2001  By:               /s/ LAWRENCE E. GLOYD
                              ------------------------------------------------
                                             Lawrence E. Gloyd
                                                  Director

Date: February 23, 2001  By:               /s/ ROBERT H. JENKINS
                              ------------------------------------------------
                                             Robert H. Jenkins
                                                  Director

Date: February 23, 2001  By:             /s/ PHILIP R. LOCHNER, JR.
                              ------------------------------------------------
                                           Philip R. Lochner, Jr.
                                                  Director

Date: February 23, 2001  By:                /s/ JAMES L. PACKARD
                              ------------------------------------------------
                                              James L. Packard
                                                  Director

Date: February 23, 2001  By:             /s/ STANTON K. SMITH, JR.
                              ------------------------------------------------
                                           Stanton K. Smith, Jr.
                                                  Director
</TABLE>

                                       16
<PAGE>   17

                       REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois

Our audits of the consolidated financial statements referred to in our report
dated January 8, 2001 appearing on page 25 in the 2000 Annual Report to
Shareholders of CLARCOR Inc. and Subsidiaries (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the financial statement schedule listed in Item
14(a) of this Form 10-K (page 13, index of exhibits). In our opinion, the
financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

                                          /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
January 8, 2001

                                       F-1
<PAGE>   18

                                  CLARCOR INC.

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED NOVEMBER 30, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                  COLUMN A                      COLUMN B           COLUMN C             COLUMN D      COLUMN E
--------------------------------------------   ----------   -----------------------    ----------    ----------
                                                                   ADDITIONS
                                                            -----------------------
                                                               (1)          (2)
                                               BALANCE AT   CHARGED TO   CHARGED TO                  BALANCE AT
                                               BEGINNING    COSTS AND      OTHER                       END OF
                DESCRIPTION                    OF PERIOD     EXPENSES     ACCOUNTS     DEDUCTIONS      PERIOD
--------------------------------------------   ----------   ----------   ----------    ----------    ----------
<S>                                            <C>          <C>          <C>           <C>           <C>
2000:
Allowance for losses on accounts
  receivable................................     $5,155       $1,167       $   17(A)     $1,312(B)     $5,027
                                                 ======       ======       ======        ======        ======
1999:
Allowance for losses on accounts
  receivable................................     $2,711       $  975       $2,255(A)     $  786(B)     $5,155
                                                 ======       ======       ======        ======        ======
1998:
Allowance for losses on accounts
  receivable................................     $2,106       $3,075       $   46(A)     $2,516(B)     $2,711
                                                 ======       ======       ======        ======        ======
</TABLE>

NOTES:

(A) Due to business acquisitions.

(B) Bad debts written off during year, net of recoveries.

                                       F-2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4(A)(1)
<SEQUENCE>2
<FILENAME>c59555ex10-4a1.txt
<DESCRIPTION>FORM OF EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>   1
                                                              EXHIBIT 10.4(a)(1)


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between
CLARCOR Inc., a Delaware corporation (the "Corporation"), and ______________
____________________ (the "Executive") is dated as of December 17, 2000.

                               W I T N E S S E T H

         WHEREAS, the Executive currently serves as ___________________________
of the Corporation and is entitled to certain benefits in the event of a Change
of Control (as defined below) upon the terms and conditions set forth in the
Employment Agreement between the Corporation and the Executive dated as of
______________ (the "Amended Agreement"); and

         WHEREAS, the Executive and the Corporation desire to amend and restate
the Original Agreement as hereinafter provided to clarify certain terms and
conditions of Executive's employment with the Corporation.

         NOW, THEREFORE, it is mutually agreed as follows:

                               Factual Background

         The Corporation wishes to attract and retain well-qualified executive
and key personnel and to assure both itself and the Executive of continuity of
management in the event of any actual or threatened Change of Control (as
defined in Section 2) of the Corporation. To achieve this purpose, the
Compensation Committee of the Board of Directors of the Corporation has
considered and recommends that agreements should be entered into with such
personnel, and in accordance with that recommendation, the Board of Directors
(the "Board") has approved this Agreement as being in the best interests of the
Corporation and its stockholders.

         1.       Operation of Agreement. The "Effective Date of this
Agreement" shall be the date on which a Change of Control occurs.

         2.       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, as amended (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

<PAGE>   2


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;

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

                  (d) Approval by the stockholders of the Corporation of a
liquidation or dissolution of the Corporation or of the sale of all or
substantially all of the assets of the Corporation.

         3. Employment. The Corporation hereby agrees to continue the Executive
in its employ, and the Executive hereby agrees to remain in the employ of the
Corporation, for the period commencing on the Effective Date of this Agreement
and ending on the earlier to occur of the third anniversary of such date or the
Executive's normal retirement date under the Corporation's retirement plans (the
"Employment Period"), to exercise such authority and perform such executive
duties as are commensurate with the authority being exercised and duties being
performed by the Executive during the 90-day period immediately prior to the
Effective Date of this Agreement, which services shall be performed at the
location where the Executive was employed immediately prior to the Effective
Date of this Agreement. During the Employment Period, and excluding any periods
of vacation and sick leave to which the Executive is entitled, the 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 the Executive hereunder, to use the
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 the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
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 the Executive prior to the
Effective Date of this Agreement, the continued conduct of such

                                      -2-

<PAGE>   3

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

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

                  (a) Executive shall receive an annual salary at a monthly rate
at least equal to the highest monthly base salary paid or payable to the
Executive by the Corporation during the 36 calendar months immediately prior to
the Effective Date of this Agreement, with the opportunity for increases, from
time to time thereafter, which are in accordance with the Corporation's regular
practices. Annual salary shall not be reduced after any such increase, and the
term "salary" as utilized in this Agreement shall refer to such annual salary as
increased.

                  (b) Executive shall be eligible to participate on a reasonable
basis in the Corporation's 1994 Incentive Plan, Key Management Incentive Plan
and other bonus and incentive compensation plans (whether now or hereinafter in
effect) which provide opportunities to receive compensation which are the
greater of (i) the opportunities provided by the Corporation for executives with
comparable duties or (ii) the opportunities under any such plans in which he was
participating during the 90-day period immediately prior to the Effective Date
of this Agreement.

                  (c) Executive shall be entitled to receive employee benefits
and perquisites which are the greater of (i) the employee benefits and
perquisites provided by the Corporation to executives with comparable duties or
(ii) the employee benefits and perquisites to which he was entitled during the
90-day period immediately prior to the Effective Date of this Agreement. Such
benefits and perquisites shall include, but not be limited to, the benefits and
perquisites included under the following:

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

         5.       Termination.

                  (a) The term "Termination" shall mean termination by the
Corporation of the employment of the Executive with the Corporation for any
reason other than death, Disability or Cause (as defined below), or resignation
of the Executive upon the occurrence of any of the following events:

                                      -3-
<PAGE>   4

                           (i) A material adverse reduction in the nature or
         scope of the Executive's authority, duties or responsibilities from
         those referred to in Section 3, as determined in good faith by the
         Executive;

                           (ii) A relocation of more than 35 miles from (A) the
         Executive's workplace, or (B) the principal offices of the Corporation
         (if such offices are the Executive's workplace), in each case without
         the consent of the Executive;

                           (iii) A reduction in total compensation, compensation
         plans, benefits or perquisites from those provided in Section 4, or the
         breach by the Corporation of any other provision of this Agreement;

                           (iv)  The failure of any successor to the Corporation
         to assume this Agreement or a material breach of the Agreement by the
         Corporation or its successors; or

                           (v) A good-faith determination by the Executive that
         as a result of a Change of Control 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 3 of the Agreement.

                  (b) Notwithstanding anything in this Agreement to the
contrary, if the Executive's employment is terminated prior to a Change of
Control, and Executive reasonably demonstrates that such termination was at the
request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change of Control and who effectuates a Change
of Control, then for all purposes of this Agreement, a Termination shall be
deemed to have occurred, and the date of the Change of Control shall be deemed
to mean the date immediately prior to the date of such termination of
employment.

                  (c) For purposes of this Section 5, any good-faith
determination made by the Executive shall be conclusive.

                  (d) The term "Cause" means fraud, misappropriation or
intentional material damage to the property or business of the Corporation or
commission of a felony.

                  (e) For purposes of this 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 2(b)) 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.

         6.       Termination Payments.

                  (a) In the event of a Termination of Executive during the
Employment Period and subject to the provisions of Section 7 of this Agreement,
the Corporation shall pay to the Executive and provide him with the following
(the "Termination Payments");

                                      -4-
<PAGE>   5

                           (i)  A lump-sum cash payment equal to three (3) times
         the sum of (A) the Executive's Base Salary (as defined below) plus (B)
         the Executive's Annual Bonus (as defined below);

                           (ii)  A pro-rata share of the Annual Bonus (as
         defined below), based on the number of days worked in the bonus period
         during the year in which employment terminates;

                           (iii) Continued health and welfare benefits and
         perquisites for the three (3) year period following the Termination;
         and

                           (iv) A lump-sum cash payment equal to the present
         value of the Additional Pension Benefits (as defined below) the
         Executive would have received had the Executive remained employed by
         the Corporation for an additional three (3) years.

                  (b)      For purposes of this Agreement, the following terms
         shall be defined as follows:

                           (i)  "Base Salary" shall mean the amount in effect
         under paragraph 4(a) immediately prior to the date of Termination;

                           (ii) "Annual Bonus" shall mean the greater of (i) the
         Executive's target bonus for the year of Termination, or (ii)
         Executive's highest annual bonus received (determined without regard to
         any deferral thereof) during the three year period prior to the
         Termination; and

                           (iii) "Additional Pension Benefits" shall mean a
         lump-sum cash amount equal to the present value of the excess of (1)
         the actuarial equivalent of the benefit under the Corporation's
         Retirement Program if the Executive had continued to be employed and to
         be entitled to age and service credit for eligibility and benefit
         purposes during the 36-month period immediately following such
         termination (utilizing actuarial assumptions no less favorable to the
         Executive than those in effect under the Corporation's Retirement
         Program immediately prior to the date of termination), over (2) the
         aggregate benefit actually payable under the Retirement Program and any
         successor retirement program of the Corporation. For purposes of such
         calculation, the following assumptions shall apply: (1) that the
         Executive would continue to be compensated during the 36-month period
         following termination at an annual rate of compensation equal to that
         used to calculate the payments provided by paragraph 6(a)(i) above; (2)
         that the Executive is fully vested in the benefit payable under the
         Retirement Program; and (3) that the aggregate benefit that would have
         been paid under the Retirement Program is as of either the normal or
         early retirement date for which the Executive would have qualified, if
         the Executive were still employed on that date, whichever would produce
         the highest present value amount payable under this paragraph.
         Notwithstanding the foregoing, "Additional Pension Benefits" shall be
         reduced by the present value of the incremental benefit payable under
         the Corporation's Executive Retirement Plan by reason of an involuntary
         termination following a change in control.

                                      -5-

<PAGE>   6

                           (iv)  "Retirement Program" shall include the
         Corporation's Pension Plan, Supplemental Pension Plan and Executive
         Retirement Plan.

                  (c) In the event of Termination of the Executive during the
Employment Period, all options and restricted stock granted to the Executive
outstanding immediately prior to the Termination shall, to the extent not then
vested, fully vest. All such stock options become exercisable as of the date of
the Termination, and Executive shall have the right to exercise any such stock
option until the earlier to occur of (i) one (1) year from the date of
Termination and (ii) the expiration date of such stock option as set forth in
the agreement evidencing such option.

                  (d) If benefits or service credits or the right to accrue
further benefits or service credits under any plan referred to in Section 4(b)
or (c) shall not be payable or provided under such plan to the 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
the Executive, his dependents, beneficiaries and estate.

                  (e) The Termination Payments payable under this Agreement
shall be in lieu of and subject to offset for any termination, severance or
similar payments and benefits provided under any employment agreement or
severance plan or policy of the Corporation to which the Executive may be a
party or under which he may be covered.

                  (f) The Corporation shall provide the Executive the
opportunity to defer the receipt of any amounts payable under Section 6(a)
hereunder (plus any other relevant sections) and under the Corporation's
supplemental retirement plans to such date or dates as are reasonably chosen by
the Executive pursuant to an election to so defer made by the Executive no later
than 90 days prior to the date such payments would otherwise be due. Such
deferred amounts shall appreciate at an annual rate equal to the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code
of 1986, as amended (the "Code").

         7.       Non-Competition; Non-Solicitation; and Confidentiality. The
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 6 if, (i) during
the Employment Period, the Executive shall be employed by or otherwise engaged
or be interested (other than as a passive investor in a publicly-owned entity)
in any business which directly competes with any business of the Corporation or
of any of its subsidiaries at such time and (ii) such employment or activity is
likely to cause, or causes, serious damage to the Corporation or any of its
subsidiaries at such time;

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

                                      -6-

<PAGE>   7

Corporation has sold products or services where such solicitation or sale would
involve the sale of products or services competitive with those sold by the
Corporation;

                  (c) During and after the Employment Period, he shall retain in
confidence any confidential information known to him concerning the Corporation
and its subsidiaries and their respective businesses. The term confidential
information does not include information that (i) is or becomes generally
available to the public other than as a result of a disclosure by the Executive;
(ii) was readily available to the Executive on a nonconfidential basis prior to
its disclosure to the Executive by the Corporation; (iii) was already lawfully
in the Executive's possession as evidenced by records kept in the ordinary
course of business or by proof of actual prior possession; or (iv) becomes
available to the Executive on a nonconfidential basis from a source other than
the Corporation provided that such source is not known by the Executive to be
bound by a confidentiality agreement or obligation with the Corporation or one
of its representatives. Notwithstanding the foregoing, a breach by the Executive
of this Section 7(c) shall not be used to set-off or delay amounts payable under
this Agreement; and

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

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

         9.       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 the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 9) (a "Payment") is an excess parachute payment
which would be subject to the excise tax imposed by Section 4999 of the Code or
any interest or penalties are incurred by the Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Executive
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payment. Notwithstanding the foregoing or other provisions of this Section
9, in the event that the amount of parachute payments paid or payable to
Executive do not exceed Executive's

                                      -7-
<PAGE>   8

safe harbor (determined pursuant to Section 280G of the Code) by at least ten
percent (10%), then the additional payment described in this Section 9 shall not
be paid and the termination payments payable to Executive hereunder shall be
reduced such that no amounts paid or payable to Executive hereunder shall be
deemed to constitute parachute payments subject to excise tax under Section 4999
of the Code.

                  (b) Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9, including whether and
when a Gross-Up Payment or a reduction in the termination payments is required
and the amount of such Gross-Up Payment or reduction and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally
recognized accounting firm (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Corporation and the Executive within 15
business days of the receipt of notice from the 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, the Executive shall appoint
another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant
to this Section 9, shall be paid by the Corporation to the 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 the Executive (whether or not
as a result of a reduction in the termination payments), it shall furnish the
Executive with a written opinion that failure to report the Excise Tax on the
Executive's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty, which opinion shall also include
a detailed calculation of any reduction in the termination payments. Any
determination by the Accounting Firm shall be binding upon the Corporation and
the Executive. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Corporation should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Corporation
exhausts its remedies pursuant to Section 9(c) and the 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
the Executive.

                  (c) The Executive shall notify the Corporation in writing of
any claim by the Internal Revenue Service that, if successful, would require the
payment by the Corporation of the Gross-Up Payment. Such notification shall be
given as soon as practicable but no later than ten business days after the
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. The Executive shall not pay such claim prior to the expiration of the
30-day period following the date on which it 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 the Executive in
writing prior to the expiration of such period that it desires to contest such
claim, the Executive shall:

                                      -8-

<PAGE>   9

                           (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 the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 9(c), the Corporation shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the 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
the Executive to pay such claim and sue for a refund, the Corporation shall
advance the amount of such payment to the Executive, on an interest-free basis
and shall indemnify and hold the Executive harmless, on an after-tax basis, from
any Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any extension of
the statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which such contested amount is claimed to be due
is limited solely to such contested amount. Furthermore, the Corporation's
control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the 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 the Executive of an amount
advanced by the Corporation pursuant to Section 9(c), the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject to the Corporation's complying with the requirements of Section 9(c))
promptly pay to the Corporation the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Corporation pursuant to
Section 9(c), a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Corporation does not notify the
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

                                      -9-
<PAGE>   10

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.

         10. 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
the Executive or others. The Corporation agrees to pay, to the full extent
permitted by law, all legal fees and expenses which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Corporation, the 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 the 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.

         11. Notices. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to the Executive at _________________, _________ 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.

         12. Non-Alienation. The 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.

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

         14. 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 the Executive lives, no person, other than the parties hereto,
shall have any rights under or interest in this Agreement or the subject matter
hereof.

         15. Arbitration. Any dispute or controversy between the Corporation and
the Executive, whether arising out of or relating to this Agreement, the breach
of this Agreement, or otherwise, shall be settled by arbitration administered in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA") then in effect, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction. Any arbitration
shall be held before a single arbitrator who shall be selected by the mutual
agreement of the Corporation and the Executive, unless the parties are unable to
agree to an arbitrator, in which case, the arbitrator will be selected by the
then President of the Chicago Bar Association. The arbitrator shall have the
authority to award any remedy or relief that a court of competent jurisdiction
could order or grant, including, without limitation, the issuance of an
injunction. However, either party may, without inconsistency with this
arbitration provision, apply to any court having jurisdiction over such dispute
or controversy and seek interim provisional,

                                      -10-
<PAGE>   11

injunctive or other equitable relief until the arbitration award is rendered or
the controversy is otherwise resolved. Except as necessary in court proceedings
to enforce this arbitration provision or an award rendered hereunder, or to
obtain interim relief, or as required by law, neither a party nor an arbitrator
may disclose the existence, content or results of any arbitration hereunder
without the prior written consent of the Corporation and the Executive. The
Corporation and the Executive acknowledge that this Agreement evidences a
transaction involving interstate commerce. Notwithstanding any choice of law
provision included in this Agreement the United States Federal Arbitration Act
shall govern the interpretation and enforcement of this arbitration provision.
The arbitration proceeding shall be conducted in Chicago, Illinois or such other
location to which the parties may agree. The Corporation shall pay the costs of
any arbitrator appointed hereunder.

         16.      Successors.

                  (a) This Agreement is personal to the Executive and without
the prior written consent of the Corporation shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the 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 16(c) shall constitute a Termination as provided in
Section 5 of this Agreement, provided that such successor has received at least
ten days' prior written notice from the Corporation or the Executive of the
requirements of this Section 16(c).

         17. 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.

         18. "At Will." The Executive and the Corporation acknowledge that,
except as may otherwise be provided under any other written agreement between
the Executive and the Corporation, the employment of the Executive by the
Corporation is "at will" and, prior to the Effective Date of this Agreement and
except as otherwise provided herein, may be terminated by either the Executive
or the Corporation at any time. Moreover, except as provided in Section 5(b)
above, if prior to the Effective Date of this Agreement, (i) the Executive's
employment with the Corporation terminates or (ii) the Executive ceases to be an
officer of the Corporation, then the Executive shall have no further rights
under this Agreement.

                                      -11-


<PAGE>   12

                            [SIGNATURE PAGE FOLLOWS]

                                      -12-
<PAGE>   13


         IN WITNESS WHEREOF, the 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.



                                    ____________________________________________
                                    Name:
                                    Title:


                                    CLARCOR Inc.


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:



ATTEST:

------------------------------
Secretary

(Seal)


                                      -13-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4(C)(1)
<SEQUENCE>3
<FILENAME>c59555ex10-4c1.txt
<DESCRIPTION>AMENDED EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>   1
                                                              EXHIBIT 10.4(c)(1)


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

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

                               W I T N E S S E T H

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

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

         NOW, THEREFORE, It is mutually agreed as follows:

         1.       Employment.

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

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

<PAGE>   2

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

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

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

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

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

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

                                      -2-

<PAGE>   3

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

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

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

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

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

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

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

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

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

                                      -3-

<PAGE>   4

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

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

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

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

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

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

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

                                      -4-
<PAGE>   5

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

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

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

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

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

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

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

                                      -5-
<PAGE>   6

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

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

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

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

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

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

                                      -6-

<PAGE>   7

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

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

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

                                      -7-

<PAGE>   8

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

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

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

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

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

                                      -8-
<PAGE>   9

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

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

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

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

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

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

                                      -9-

<PAGE>   10

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

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

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

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

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

         18. Successors.

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

                                      -10-

<PAGE>   11

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

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

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

                            [SIGNATURE PAGE FOLLOWS]





                                      -11-
<PAGE>   12


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

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

                                    CLARCOR Inc.


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

ATTEST:

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

(Seal)




                                      -12-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>4
<FILENAME>c59555ex10-5.txt
<DESCRIPTION>1994 INCENTIVE PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.5



                                  CLARCOR Inc.
















                               1994 INCENTIVE PLAN
                        AS AMENDED THROUGH JUNE 30, 2000


<PAGE>   2
                                  CLARCOR INC.
                               1994 INCENTIVE PLAN
                        AS AMENDED THROUGH JUNE 30, 2000

                                 I. INTRODUCTION

     1. Purposes. The purposes of the 1994 Incentive Plan (the "Plan") of
CLARCOR Inc. (the "Company") and its Subsidiaries from time to time are to align
the interests of the Company's stockholders and the recipients of awards under
this Plan by increasing the proprietary interest of such recipients in the
Company's growth and success and to advance the interests of the Company by
attracting and retaining officers and key employees and well-qualified persons
who are not officers or employees of the Company for service as Directors of the
Company.

     2. Certain Definitions.

     "annual retainer" shall have the meaning specified in Article VII of this
Plan.

     "Agreement" shall mean the written agreement evidencing an award hereunder
between the Company and the recipient of such award.

     "Beginning Stock Price" shall have the meaning specified in Article IV of
this Plan.

     "Board" shall mean the Board of Directors of the Company.

     "Bonus Stock" shall mean shares of Common Stock which are not subject to
Performance Measures or a Restriction Period.

     "Bonus Stock Award" shall mean an award of Bonus Stock under this Plan.

     "Broker" shall have the meaning specified in Article VIII of this Plan.

     "Change in Control" shall have the meaning set forth in Section IX.8(b)
hereof.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Committee" shall mean the Committee, designated by the Board, consisting
of three or more members of the Board, each of whom shall be (a) a
"disinterested person" within the meaning of Rule 16b-3 under the Exchange Act
and (b) an "outside director" under Section 162(m) of the Code.

     "Common Stock" shall mean the common stock, par value $1.00 per share, of
the Company.

     "Company" shall mean CLARCOR Inc. and, for purposes of Sections II.3,
III.2(b), III.3 and IV.2(g), shall mean CLARCOR Inc. and its Subsidiaries.

     "Custodian" shall have the meaning specified in Article VIII of this Plan.

     "Directors' Options" shall mean Non-Qualified Stock Options granted
pursuant to Article VI hereof.

     "Directors' Restricted Shares" shall have the meaning set forth in Article
VII hereof.

     "Disability" shall mean the inability of the holder of an award
substantially to perform such holder's duties and responsibilities for a
continuous period of at least six months.

     "Ending Stock Price" shall have the meaning specified in Article IV of this
Plan.



                                        1
<PAGE>   3
     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Fair Market Value" shall mean the closing sale price of a share of Common
Stock on the New York Stock Exchange Composite Transactions on the date as of
which such value is being determined, or, if there shall be no sale on such
date, on the next preceding date for which a sale was reported; provided that if
Fair Market Value for any date cannot be determined as above provided, Fair
Market Value shall be determined by the Committee by whatever means or method as
the Committee, in the good faith exercise of its discretion, shall at such time
deem appropriate.

     "Free-Standing SAR" shall mean an SAR which is not granted in tandem with,
or by reference to, an option, which entitles the holder thereof to receive,
upon exercise, shares of Common Stock, cash or a combination thereof with an
aggregate value equal to the excess of the Fair Market Value of one share of
Common Stock on the date of exercise over the base price of such SAR, multiplied
by the number of such SARs which are exercised.

     "Incentive Stock Option" shall mean an option to purchase shares of Common
Stock that meets the requirements of Section 422 of the Code, or any successor
provision, which is intended by the Committee to constitute an Incentive Stock
Option.

     "Incumbent Board" shall have the meaning set forth in Section IX.8(b)
hereof.

     "Long-Range Performance Awards," "Long-Range Performance Cycle," "Long-
Range Performance Goal," "Long-Range Performance Opportunity," "Long-Range
Performance Results," and "Long-Range Performance Units" shall have the
respective meanings set forth in Article IV of this Plan.

     "Non-employee Director" shall mean any Director of the Company or of any
Subsidiary who is not an officer or employee of the Company or any Subsidiary.

     "Non-Qualified Stock Option" shall mean a stock option which is not an
Incentive Stock Option.

     "Minimum Performance Goal" shall have the meaning specified in Article IV
of this Plan.

     "MIP" shall have the meaning specified in Article VIII of this Plan.

     "MIP Participant" shall have the meaning specified in Article VIII of this
Plan.

     "Participants" shall have the meaning set forth in Article IV of this Plan.

     "PD Authorization" shall have the meaning specified in Article VIII of this
Plan.

     "Performance Measures" shall mean the criteria and objectives, determined
by the Committee pursuant to Article III or V of this Plan, which shall be
satisfied or met during the applicable Restriction Period or Performance Period,
as the case may be, as a condition to the holder's receipt, in the case of a
Restricted Stock Award or a Performance Share Award granted pursuant to Article
III or V of this Plan, of the shares of Common Stock subject to such award, or
in the case of a Performance Share Award granted pursuant to Article V of this
Plan, of payment with respect to such award. Such criteria and objectives may
include, but are not limited to, earnings per share, return on equity, earnings
of the Company, revenues, market share or cost reduction goals, or any
combination of the foregoing and any other criteria and objectives determined by
the Committee.

     "Performance Period" shall mean a period designated by the Committee
pursuant to Article V of this Plan, during which the Performance Measures
applicable to a Performance Share Award shall be measured.


                                        2
<PAGE>   4
     "Performance Share" as used in Article V of this Plan shall mean a right,
contingent upon the attainment of specified Performance Measures within a
specified Performance Period, to receive one share of Common Stock, which may be
Restricted Stock, or in lieu thereof, the Fair Market Value of such Performance
Share in cash.

     "Performance Share Award" shall mean an award of Performance Shares under
Article V of this Plan.

     "Permanent and Total Disability" shall have the meaning set forth in
Section 22(e)(3) of the Code or any successor thereto.

     "Recordkeeper" shall have the meaning specified in Article VIII of this
Plan.

     "Replacement Option" shall mean a Non-qualified Stock Option which may be
granted by the Committee subsequent to the delivery by a grantee of whole shares
of Common Stock in payment of the exercise price of a stock option (the
"Original Option") issued to such grantee under this Plan and which shall have
the following terms: the Replacement Option shall (i) grant an option to such
grantee for the number of shares of Common Stock so delivered by such grantee
upon the exercise of the Original Option; (ii) have an exercise price equal to
the Fair Market Price of the Common Stock on the date of exercise of the
Original Option; and (iii) in all other respects have the same terms as the
Original Option, including, without limitation, the same expiration date as the
Original Option.

     "Restricted Stock" (i) shall mean shares of Common Stock which are subject
to a Restriction Period and (ii) for the purposes of Article IV of this Plan,
shall have the meaning specified therein.

     "Restricted Stock Award" shall mean an award of Restricted Stock under
Article III of this Plan.

     "Restriction Period" shall mean a period designated by the Committee,
during which the Common Stock subject to a Restricted Stock Award may not be
sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or
disposed of, except as provided in this Plan or the Agreement relating to such
award.

     "SAR" shall mean a stock appreciation right.

     "Stock Award" shall mean a Restricted Stock Award or a Bonus Stock Award.

     "Subsidiaries" shall mean any corporation of which more than 50% (by number
of votes) of the Voting Stock is owned, of record and beneficially, by the
Company and/or by one or more Subsidiaries.

     "Tandem SAR" shall mean an SAR which is granted in tandem with, or by
reference to, an option (including a Non-Qualified Stock Option granted prior to
the date of grant of the SAR), which entitles the holder thereof to receive,
upon exercise of such SAR and surrender for cancellation of all or a portion of
such option, shares of Common Stock, cash or a combination thereof with an
aggregate value equal to the excess of the Fair Market Value of one share of
Common Stock on the date of exercise over the base price of such SAR, multiplied
by the number of shares of Common Stock subject to such option, or portion
thereof, which is surrendered.

     "Target Performance Goal" shall have the meaning specified in Article IV of
this Plan.

     "Voting Stock" means securities of any class or classes the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for
corporate directors (or persons performing similar functions.)

                                        3

<PAGE>   5
     3. Administration. This Plan shall be administered by the Committee.

     Any one or a combination of the following grants or awards may be made
under this Plan to eligible officers and other key employees of the Company and
its Subsidiaries: (i) options to purchase shares of Common Stock in the form of
Incentive Stock Options or Non-Qualified Stock Options, (ii) SARs in the form of
Tandem SARs or Free-Standing SARs, (iii) Stock Awards in the form of Restricted
Stock or Bonus Stock, (iv) Long-Range Performance Awards and (v) Performance
Share Awards. The Committee shall, subject to the terms of this Plan, select
eligible officers and other key employees for participation in this Plan and
determine the form, amount and timing of each award, and, if applicable, the
number of shares of Common Stock, the number of SARs, the number of shares of
Restricted Stock and the number of Long-Range Performance Units and Performance
Shares subject to an award, the exercise price or base price associated with the
grant or award, the time and conditions of exercise or settlement of the grant
or award and all other terms and conditions of the grant or award, including,
without limitation, the form of the Agreement evidencing the award. The
Committee may, subject to the terms of this Plan, interpret this Plan and the
application thereof, establish rules and regulations for the administration of
this Plan and impose, incidental to the grant of an award, conditions with
respect to the award, competitive employment or other activities. All such
interpretations, rules and regulations shall be conclusive and binding on all
parties.

     The Committee may delegate some or all of its power and authority hereunder
to the Chief Executive Officer or other executive officer of the Company as the
Committee deems appropriate; provided that the Committee may not delegate its
power and authority with regard to the selection for participation in this Plan
of an officer or other person subject to Section 16 of the Exchange Act or
decisions concerning the timing, pricing or amount of an award to such an
officer or to such other person.

     No member of the Board of Directors or the Committee, and neither the Chief
Executive Officer nor other executive officer to whom the Committee delegates
any of its power and authority hereunder, shall be liable for any act, omission,
interpretation, construction or determination made in connection with this Plan
in good faith, and the members of the Board of Directors and the Committee and
the Chief Executive Officer or other executive officer shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys' fees) arising therefrom to the full
extent permitted by law and under any directors' and officers' liability
insurance that may be in effect from time to time.

     A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be the acts of the Committee.

     4. Eligibility. Participants under Article II through V of this Plan shall
consist of such officers or other key employees of the Company and its
Subsidiaries as the Committee in its sole discretion may select from time to
time. The Committee's selection of a person to participate in this Plan at any
time shall not require the Committee to select such person to participate in
this Plan at any other time. Non-employee Directors of the Company shall be
eligible to participate in this Plan in accordance with Articles VI and VII.
Employees of the Company and its Subsidiaries shall be eligible to participate
in this Plan to the extent provided in Section VIII.1 hereof.

     5. Shares Available. Subject to adjustment as provided in Section IX.7 of
this Plan, the total number of shares of Common Stock available for grants and
awards, beginning on January 1, 1998, under Articles II through VII of this Plan
in any calendar year shall be 1.5% of the outstanding

                                        4

<PAGE>   6
Common Stock as of January 1 of such year (the 'Annual Limit"), provided that
prior to the beginning of any year, the Committee may determine that the Annual
Limit for such year shall be increased by an additional 1% of the Outstanding
Common Stock as of January I of such year. Any unused portion of an Annual Limit
shall be carried forward and made available for awards or grants in succeeding
years. Grants and awards that may be exercised or settled solely for or in cash
shall not affect the number of shares of Common Stock available under this Plan.
Subject to adjustment as provided in Section IX.7 of this Plan, the total number
of shares of Common Stock available for grants of Incentive Stock Options in any
calendar year shall be 100,000 and any portion of such number of shares of
Common Stock not subject to an Incentive Stock Option granted in a calendar year
shall be available for grants of Incentive Stock Options in succeeding years. To
the extent (i) that an outstanding option expires or terminates unexercised or
is canceled or forfeited (other than in connection with the exercise of a Tandem
SAR) or (ii) that an outstanding Free-Standing SAR or outstanding Performance
Share, either of which may be exercised or settled (A) solely for or in shares
of Common Stock or (B) for or in shares of Common Stock or cash, expires or
terminates unexercised or is canceled or forfeited, then the shares of Common
Stock subject to such expired, unexercised, canceled or forfeited portion of
such award shall again be available under this Plan. In addition, the total
number of shares available for awards under this Plan for any year shall be
increased by the number of shares delivered in payment of the exercise price of
an option in accordance with Section II.1(c) during such year and decreased for
shares of Common Stock subject to Replacement Options granted in such year. The
shares of Common Stock represented by an award of Restricted Stock or Directors'
Restricted Shares shall again be available under this Plan upon forfeiture of
such award as provided in this Plan. In the event that all or a portion of a
Free-Standing SAR (or exercised portion thereof) that may be exercised or
settled either (i) solely for or in shares of Common Stock or (ii) for or in
shares of Common Stock or cash or a Tandem SAR is exercised, the number of
shares of Common Stock subject to the SAR (or exercised portion thereof) shall
again be available under this Plan, except to the extent that shares of Common
Stock were delivered (or would have been delivered but were withheld to satisfy
withholding obligations) upon exercise of the SAR. As used herein the term
"Outstanding Common Stock" shall mean all of the issued and outstanding Common
Stock excluding any Common Stock held in the Company's treasury or owned by any
Subsidiary.

     Shares of Common Stock to be delivered under this Plan (except for Article
VIII hereof) shall be made available from authorized and unissued shares of
Common Stock, or authorized and issued shares of Common Stock reacquired and
held as treasury shares or otherwise or a combination thereof.

     Subject to adjustment as provided in Section IX.7 of this Plan, the number
of shares of Common Stock available under Article VIII of this Plan in any
calendar year shall not exceed 3% of the outstanding Common Stock as of January
1 of such year.

                 II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

     1. Stock Options. The Committee may, in its discretion, grant options to
purchase shares of Common Stock to such eligible persons as may be selected by
the Committee. For the purposes of complying with Section 162(m) of the Code and
rules and regulations thereunder, the maximum number of shares of Common Stock
with respect to which options and SARs may be granted during any calendar year
to any person shall be 250,000. Each option, or portion thereof, that is not an
Incentive Stock Option, shall be a Non-Qualified Stock Option. Each option shall
be granted within 10 years of the effective date of this Plan. To the extent
that the aggregate Fair Market Value (determined as of the date of grant) of
shares of Common Stock with respect to which options

                                        5

<PAGE>   7
designated as Incentive Stock Options are exercisable for the first time by a
participant during any calendar year (under this Plan or any other plan of the
Company, or any parent or Subsidiary of the Company) exceeds the amount
(currently $100,000) established by the Code, such options shall constitute
Non-Qualified Stock Options.

     Options shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable:

          (a) Number of Shares and Purchase Price. The number of shares of
     Common Stock subject to an option and the purchase price per share of
     Common Stock purchasable upon exercise of the option shall be determined by
     the Committee; provided that, in the case of each Incentive Stock Option,
     such purchase price shall not be less than 100% of the Fair Market Value of
     a share of Common Stock on the date of grant of such option; and provided
     further, that if an Incentive Stock Option shall be granted to any person
     who, at the time such option is granted, owns capital stock of the Company
     possessing more than 10 percent of the total combined voting power of all
     classes of capital stock of the Company (or of any parent or Subsidiary of
     the Company) (a "ten percent bolder"), such purchase price shall be the
     price (currently 110% of Fair Market Value) required by the Code in order
     to constitute an Incentive Stock Option.

          (b) Option Period and Exercisability. The period for the exercise of
     an option shall be determined by the Committee; provided that no Incentive
     Stock Option shall be exercised later than 10 years after its date of
     grant; and provided further, that if an Incentive Stock Option shall be
     granted to a ten percent holder, such option shall be exercised within five
     years after its date of grant. The Committee shall determine whether an
     option shall become exercisable in cumulative or non-cumulative
     installments and in part or in full at any time. An exercisable option, or
     a portion thereof, may be exercised only with respect to whole shares of
     Common Stock.

          (c) Method of Exercise. An option may be exercised (i) by giving
     written notice to the Company specifying the number of whole shares of
     Common Stock to be purchased and accompanied by payment therefor in full
     (or arrangement made for such payment to the Committee's satisfaction)
     either (A) in cash, (B) in previously owned whole shares of Common Stock
     (which the optionee has held for at least six months prior to 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
     such option by reason of such exercise, (C) in cash by a broker-dealer
     acceptable to the Company to whom the optionee has submitted an irrevocable
     notice of exercise, or (D) a combination of (A) and (B), in each case to
     the extent determined by the Committee at the time of grant of the option,
     (ii) if applicable, by surrendering to the Company any Tandem SARs which
     are cancelled by reason of the exercise of the option and (iii) by
     executing such documents as the Company may reasonably request. The
     Committee shall have sole discretion to disapprove of an election pursuant
     to any of clauses (B) through (D) above. No shares of Common Stock shall be
     issued until the full purchase price has been paid.

     2. Stock Appreciation Rights. The Committee may, in its discretion, grant
SARs to such eligible persons as may be selected by the Committee. The Agreement
relating to an SAR shall specify whether the SAR is a Tandem SAR or a
Free-Standing SAR.

                                        6
<PAGE>   8
     SARs shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable:

          (a) Number of SARs and Base Price. The number of SARs subject to any
     award shall be determined by the Committee. Any Tandem SAR related to an
     Incentive Stock Option shall be granted at the same time such Incentive
     Stock Option is granted. The base price of a Tandem SAR shall be the
     purchase price per share of Common Stock of the related option. The base
     price of a Free-Standing SAR shall be determined by the Committee.

          (b) Exercise Period and Exercisability. The Agreement relating to an
     award of SARs shall specify whether such award may be settled in shares of
     Common Stock (including shares of Restricted Stock) or cash or a
     combination thereof. The period for the exercise of an SAR shall be
     determined by the Committee; provided that no Tandem SAR related to an
     Incentive Stock Option shall be exercised more than 10 years after its date
     of grant (or five years after its date of grant in the case of a ten
     percent bolder). The Committee shall determine whether an SAR may be
     exercised in cumulative or non-cumulative installments and in part or in
     full at any time. An exercisable SAR, or a portion thereof, may be
     exercised, in the case of a Tandem SAR, only with respect to whole shares
     of Common Stock and, in the case of a Free-Standing SAR, only with respect
     to a whole number of SARs. If an SAR is exercised for shares of Restricted
     Stock, a certificate or certificates representing such Restricted Stock
     shall be issued in accordance with Section III.2(c) and the holder of such
     Restricted Stock shall have such rights of a stockholder of the Company as
     determined pursuant to Section III.2(d). Prior to the exercise of an SAR
     for shares of Common Stock, including Restricted Stock, the holder of such
     SAR shall have no rights as a stockholder of the Company with respect to
     the shares of Common Stock subject to such SAR.

          (c) Method of Exercise. A Tandem SAR may be exercised (i) by giving
     written notice to the Company specifying the number of whole SARs which are
     being exercised, (ii) by surrendering to the Company any options which are
     cancelled by reason of the exercise of the Tandem SAR and (iii) by
     executing such documents as the Company may reasonably request. A
     Free-Standing SAR may be exercised (i) by giving written notice to the
     Company specifying the whole number of SARs which are being exercised and
     (ii) by executing such documents as the Company may reasonably request.

     3. Termination of Employment. (a) Retirement. Subject to paragraph (e)
below and unless otherwise determined by the Committee, if the employment by the
Company of the holder of an option or SAR terminates by reason of retirement on
or after age 65 (or prior to such age with the consent of the Committee), each
option and SAR held by such holder shall become fully exercisable and may
thereafter be exercised by such bolder (or such holder's guardian, legal
representative or similar person) for a period specified at any time or from
time to time by the Committee prior to the date on which such retirement begins;
provided, that such period shall not extend beyond the expiration date of the
term of such option or SAR specified in the Agreement relating thereto.

          (b) Disability and Death. Subject to paragraph (e) below and unless
     otherwise determined by the Committee at the time of grant of an option or
     SAR, as the case may be, if the employment by the Company of the holder of
     an option or SAR terminates by reason of Disability or death, each option
     and SAR held by such holder shall become fully exercisable and may
     thereafter be exercised by such holder (or such holder's executor,
     administrator, guardian, legal representative, beneficiary or similar
     person, as the case may be) for a period of two years (or

                                        7
<PAGE>   9
such shorter period as the Committee may specify at the time of grant) after the
date of such holder's termination of employment or until the expiration of the
term of such option or SAR, whichever period is shorter.

          (c) Other Termination. Subject to paragraph (e) below and unless
     otherwise determined by the Committee at any time, if the employment by the
     Company of the holder of an option or SAR terminates for any reason other
     than as described in Sections II.3(a) or (b) above, (i) each option and
     SAR held by such holder shall terminate 90 days after the date of such
     termination of employment or upon the expiration of the term of such option
     or SAR, whichever is shorter and (ii) such option or SAR shall be
     exercisable only to the extent such option or SAR was exercisable on the
     date of such holder's termination of employment. In no event shall such
     option or SAR be exercisable on any date which is after the final
     expiration date of such option or SAR specified in the Agreement relating
     thereto.

          (d) Death Following Termination of Employment. Subject to paragraph
     (e) below and unless otherwise determined by the Committee at the time of
     grant of an option or SAR, as the case may be, if the holder of an option
     or SAR dies during the respective periods specified and determined in
     accordance with Section II.3(a), (b) or (c) above, each option and SAR held
     by such holder shall be exercisable only to the extent that such option or
     SAR, as the case may be, was exercisable on the date of the holder's death
     and may thereafter be exercised by the holder's executor, administrator,
     legal representative, beneficiary or similar person, as the case may be,
     for a period of two years (or such shorter period as the Committee may
     specify at the time of grant) after the date of death or until the
     expiration of the term of such option or SAR, whichever period is shorter.

          (e) Termination of Employment - Incentive Stock Options. If the
     employment by the Company of a holder of an Incentive Stock Option
     terminates by reason of death or Permanent and Total Disability, each
     Incentive Stock Option held by such holder shall become fully exercisable
     and may thereafter be exercised by such holder (or such holder's executor,
     administrator, legal representative, beneficiary or similar person) for a
     period of one year (or such shorter period as the Committee may specify at
     the time of grant) after the date of such holder's termination of
     employment or until the expiration of the term of such Incentive Stock
     Option, whichever period is shorter. If the employment by the Company of a
     holder of an Incentive Stock Option terminates for any reason other than
     death or Permanent and Total Disability, each Incentive Stock Option held
     by such holder shall be exercisable only to the extent such Incentive Stock
     Option was exercisable on the date of such holder's termination of
     employment and may thereafter be exercised for a period of three months
     after the date of such holder's termination of employment or until the
     expiration of the term of the Incentive Stock Option, whichever period is
     shorter. If the holder of an Incentive Stock Option dies during the
     one-year period following termination of employment by reason of Permanent
     and Total Disability, or if the holder of an Incentive Stock Option dies
     during the three-month period following termination of employment for any
     reason other than death or Permanent and Total Disability, each Incentive
     Stock Option held by such holder shall be exercisable only to the extent
     such Incentive Stock Option was exercisable on the date of the holder's
     death and may thereafter be exercised by the holder's executor,
     administrator, legal representative, beneficiary or similar person for a
     period of one year (or such shorter period as the Committee may specify at
     the time of grant) after the date of death or until the expiration of the
     term of such Incentive Stock Option, whichever period is shorter.

                                        8

<PAGE>   10
                                III. STOCK AWARDS

     1. Stock Awards. The Committee may, in its discretion, grant Stock Awards
to such eligible persons as may be selected by the Committee. The Agreement
relating to a Stock Award shall specify whether the Stock Award is a Restricted
Stock Award or Bonus Stock Award.

     2. Terms of Stock Awards. Stock Awards shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable.

          (a) Number of Shares and Other Terms. The number of shares of Common
     Stock subject to a Restricted Stock Award or Bonus Stock Award and the
     Performance Measures, if any, and Restriction Period applicable to a
     Restricted Stock Award shall be determined by the Committee.

          (b) Vesting and Forfeiture. The Agreement relating to a Restricted
     Stock Award shall provide, in the manner determined by the Committee, in
     its discretion, and subject to the provisions of this Plan, for the
     forfeiture of the shares of Common Stock subject to such award (i) if
     specified Performance Measures are not satisfied or met during the
     specified Restriction Period or (ii) if the holder of such award does not
     remain continuously in the employment of the Company during the specified
     Restriction Period. Bonus Stock Awards shall not be subject to any
     Performance Measures or Restriction Periods.

          (c) Share Certificates. During the Restriction Period, a certificate
     or certificates representing a Restricted Stock Award shall be registered
     in the holder's name and a bear a legend, in addition to any legend which
     may be required pursuant to Section IX.6, indicating that the ownership of
     the shares of Common Stock represented by such certificate is subject to
     the restrictions, terms and conditions of this Plan and the Agreement
     relating to the Restricted Stock Award. All such certificates shall be
     deposited with the Company, together with stock powers or other instruments
     of assignment, each endorsed in blank, which would permit transfer to the
     Company of all or a portion of the shares of Common Stock subject to the
     Restricted Stock Award in the event such award is forfeited in whole or in
     part. Upon termination of any applicable Restriction Period, or upon the
     grant of a Bonus Stock Award, in each case subject to the Company's right
     to require payment of any taxes in accordance with Section IX.5, a
     certificate or certificates evidencing ownership of the requisite number of
     shares of Common Stock shall be issued to the bolder of such award.

          (d) Rights with Respect to Restricted Stock Awards. Unless otherwise
     determined by the Committee at the time of grant, and subject to the terms
     and conditions of a Restricted Stock Award, the holder of such award shall
     have all rights as a stockholder of the Company, including, but not limited
     to, voting rights, the right to receive dividends and the right to
     participate in any capital adjustment of the Company. A distribution with
     respect to shares of Common Stock, other than a distribution in cash, shall
     be deposited with the Company and shall be subject to the same restrictions
     as the shares of Common Stock with respect to which such distribution was
     made.

     3. Termination of Employment. (a) Retirement, Disability and Death. Unless
otherwise determined by the Committee at the time of grant of a Restricted Stock
Award, if the employment by the Company of the holder of such award terminates
by reason of retirement on or after age 65 (or prior to such age with the
consent of the Committee), Disability or death, all Performance Measures
applicable to such award shall be deemed, as of the date of such termination, to
have been satisfied and the Restriction Period shall thereupon terminate.

                                        9

<PAGE>   11
          (b) Other Termination. Unless otherwise determined by the Committee at
     the time of grant of a Restricted Stock Award, if the employment by the
     Company of the holder of a Restricted Stock Award terminates for any reason
     other than retirement on or after age 65 (or prior to such age with the
     consent of the Committee), Disability or death, the portion of such award
     which is then subject to a Restriction Period shall be forfeited, as of the
     date of such termination, and such portion shall be cancelled by the
     Company.

                        IV. LONG-RANGE PERFORMANCE AWARDS

     1. Long-Range Performance Awards. The Committee may, in its discretion,
grant Long-Range Performance Awards pursuant to this Article IV to such officers
or key employees of the Company ("Participants") as may be selected by the
Committee.

     2. Terms of Long-Range Performance Awards. Long-Range Performance Awards
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem advisable.

          (a) Number of Long-Range Performance Units, Shares of Restricted
     Stock, and Long-Range Performance Goals. The number of Long-Range
     Performance Units and the number of shares of Restricted Stock to be
     granted to each Participant and the related Long-Range Performance Goals
     shall be determined by the Committee.

          (b) Performance Cycles. A new Long-Range Performance Cycle may be
     established by the Committee not more frequently than once each fiscal
     year.

          (c) Grant of Long-Range Performance Opportunities. Long-Range
     Performance Opportunities, if granted, shall be granted by the Committee
     within thirty (30) days after the beginning of the first fiscal year of
     each Performance Cycle.

          (d) Awards. After the end of each Long-Range Performance Cycle, the
     Committee shall determine the percentage of the Long-Range Performance
     Opportunity earned for such Long-Range Performance Cycle in accordance with
     one (1) of the following:

               (i) If the Long-Range Performance Result does not achieve the
          Minimum Performance Goal, no award will be made and the Long-Range
          Performance Opportunity will be forfeited.

               (ii) If the Long-Range Performance Result achieves the Minimum
          Performance Goal, each Participant shall be deemed to have earned
          fifty percent (50%) of the Long-Range Performance Opportunity granted
          to the Participant.

               (iii) If the Long-Range Performance Result equals or exceeds the
          Target Performance Goal, each Participant shall be deemed to have
          earned one hundred percent (100%) of the Long-Range Performance
          Opportunity granted to the Participant.

               (iv) If the Long-Range Performance Result exceeds the Minimum
          Performance Goal but is less than the Target Performance Goal, each
          Participant shall be deemed to have earned the percent of the
          Long-Range Performance Opportunity granted to the Participant
          determined by reducing one hundred percent (100%) thereof by a
          percentage determined by the Committee at the time of grant of the
          Long-Range Performance Award.

          (e) Payment. By March 1 of the year following the end of each
     Long-Range Performance Cycle, a Participant shall be entitled to an award
     of the earned percentage, if any, of the

                                       10

<PAGE>   12
Restricted Stock and Long-Range Performance Units constituting the Long-Range
Performance Opportunity. At the time of such award, the Company shall issue each
Participant a certificate for Common Stock representing the earned percentage,
if any, of the Restricted Stock without restriction unless and to the extent
required by then applicable securities laws or regulations. Concurrently with
any such issuance, the Company shall pay in cash to each Participant the earned
percentage of the Long-Range Performance Units. The payment hereunder for each
Long-Range Performance Unit earned shall be an amount equal to the Ending Stock
Price; provided, however, that (a) in no event shall the number of shares of
Restricted Stock awarded as part of any Long-Range Performance Award to any
Participant in any year exceed 15,000, and (b) in no event shall the amount of
cash payable to any Participant in any year as the earned percentage of that
Participant's Long-Range Performance Units exceed 100% of the Participant's base
salary for the fiscal year of the Company ending nearest November 30, 1993 (or
in the case of a person who first becomes subject to the limitations of Section
162(m) of the Code after January 1, 1994, the annualized base salary of that
person for the first fiscal year of the Company in which he becomes subject to
that Section) increased by 5% for each fiscal year of the Company commencing
after November 30, 1993, and ending on the last day of the Performance Cycle
under which such award is earned.

          (f) Rights During Long-Range Performance Cycle. During a Long-Range
     Performance Cycle and until the Long-Range Performance Result is
     determined, a Participant shall have the right to vote and to receive
     dividends on any Restricted Stock granted to such Participant pursuant to
     this Article IV. A Participant shall not receive dividends or other
     payments or be entitled to any voting rights on any Long-Range Performance
     Units.

          (g) Termination of Employment.

               (i) A Long-Range Performance Opportunity relating to an existing
          Long-Range Performance Cycle shall be forfeited if the Participant's
          employment with the Company terminates before the end of such
          Long-Range Performance Cycle other than (i) for reasons stated in
          section (g) (ii) below or (ii) concurrently with or following a Change
          in Control, and, except as provided herein, all rights and benefits
          under such Long-Range Performance Opportunity shall cease upon such
          termination. However, if the termination occurs after the first year
          of such Long-Range Performance Cycle and the Committee in its sole
          discretion determines that it is in the best interest of the Company
          to waive such forfeiture, an award of all or part of any Long-Range
          Performance Opportunity may be made by the Committee.

               (ii) A Long-Range Performance Opportunity relating to an existing
          Long-Range Performance Cycle shall not be forfeited if the
          Participant's employment with the Company terminates before the end of
          such Long-Range Performance Cycle by virtue of the Participant's
          death, Disability, retirement on or after age 65 (or prior to such age
          with the consent of the Committee) or termination under circumstances
          determined by the Committee to be for the convenience of the Company.
          In the event of such termination, the Participant or his designated
          beneficiary shall be awarded the same percentage, if any, of the
          Long-Range Performance Opportunity which is earned by other
          Participants for such Long-Range Performance Cycle in accordance with
          section 2(e) of this Article IV and payment shall be made at the time
          payment is made to such other Participants.


                                       11

<PAGE>   13
     3. Certain Definitions. As used in this Article IV, the following terms
shall be defined as follows:

          "Beginning Stock Price" means the average Fair Market Value of the
     Common Stock computed with respect to the thirty trading days immediately
     preceding the start of a Long-Range Performance Cycle.

          "Ending Stock Price" means the average Fair Market Value of the Common
     Stock computed with respect to the thirty trading days immediately
     preceding the end of a Long-Range Performance Cycle.

          "Long-Range Performance Cycle" means a period of not less than three
     (3) consecutive fiscal years.

          "Long-Range Performance Goal" means a level to be established by the
     Committee for a Performance Cycle for one or more of the following: (a)
     return on the consolidated assets of the Company and its consolidated
     Subsidiaries; (b) return on the consolidated equity of the Company and its
     consolidated Subsidiaries; (c) return on investment; (d) growth in the
     consolidated operating profit of the Company and its consolidated
     Subsidiaries; (e) growth in the consolidated net earnings of the Company
     and its consolidated Subsidiaries; (f) growth in earnings per share of the
     Company; and (g) growth in consolidated cash flow of the Company and its
     consolidated Subsidiaries.

          "Long-Range Performance Opportunity" means an opportunity for a
     Participant to earn a combination of cash and Common Stock for a Long-Range
     Performance Cycle contingent upon the Company's attaining a Long-Range
     Performance Goal for such Long-Range Performance Cycle. Each Long-Range
     Performance Opportunity will consist of Long-Range Performance Units and
     shares of Restricted Stock in a combination to be determined by the
     Committee.

          "Long-Range Performance Result" means the performance actually
     achieved with respect to the Long-Range Performance Goal established by the
     Committee for the related Long-Range Performance Cycle.

          "Long-Range Performance Unit" means a right which is granted as part
     of a Long-Range Performance Opportunity without payment of cash
     consideration by the Participant and which, if and to the extent a
     Long-Range Performance Goal is met at the end of the Long-Range Performance
     Cycle, will entitle the Participant to receive an amount of cash on an
     unfunded basis equal to the Ending Stock Price subject to the limitations
     set forth in Section 2(e) of this Article IV. At the beginning of a
     Long-Range Performance Cycle the value of a Long-Range Performance Unit
     shall be equal to the Beginning Stock Price.

          "Minimum Performance Goal" means achieving at least eighty percent
     (80%) of the Long-Range Performance Goal established by the Committee.

          "Restricted Stock", for purposes of this Article IV, means Common
     Stock which is granted as part of a Long-Range Performance Opportunity
     without payment of cash consideration by the Participant but with
     restrictions, as determined by the Committee, on the Participant's right to
     transfer or sell the shares thereof, including the obligation to return
     such shares to the Company if a Long-Range Performance Goal is not met.
     Such restrictions will be removed if and to the extent a Long-Range
     Performance Goal is met.

                                       12

<PAGE>   14
          "Target Performance Goal" means achieving one hundred percent (100%)
     of the Long-Range Performance Goal established by the Committee.

                        V. OTHER PERFORMANCE BASED AWARDS

     1. Other Performance Share Awards. In addition to Long-Range Performance
Awards pursuant to Article IV of this Plan, the Committee may, in its
discretion, grant Performance Share Awards to such eligible persons as may be
selected by the Committee.

     2. Term of Performance Share Awards. Performance Share Awards shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of this Plan, as the
Committee shall deem advisable.

          (a) Number of Performance Shares and Performance Measures. The number
     of Performance Shares subject to any award and the Performance Measures and
     Performance Period applicable to such award shall be determined by the
     Committee. In the sole discretion of the Committee, the Committee may amend
     or adjust the Performance Measures or other terms and conditions of a
     Performance Share Award in recognition of unusual or nonrecurring events
     affecting the Company or its financial statements or changes in law or
     accounting principles.

          (b) Vesting and Forfeiture. The Agreement relating to a Performance
     Share Award shall provide, in the manner determined by the Committee in its
     discretion, and subject to the provisions of this Plan, for the vesting of
     such award, or portion thereof, if specified Performance Measures are
     satisfied or met within the specified Performance Period, and for the
     forfeiture of such award, or portion thereof, if specified Performance
     Measures are not satisfied or met within the specified Performance Period.

          (c) Settlement of Vested Performance Share Awards. The Agreement
     relating to a Performance Share Award (i) shall specify whether such award
     may be settled in shares of Common Stock (including shares of Restricted
     Stock) or cash, or a combination thereof, and (ii) may specify whether the
     holder thereof shall be entitled to receive, on a deferred basis, dividend
     equivalents, and, if determined by the Committee, interest on such dividend
     equivalents, with respect to the number of shares of Common Stock subject
     to such award. If a Performance Share Award is settled in shares of
     Restricted Stock, a certificate or certificates representing such
     Restricted Stock shall be issued in accordance with Section III.2(c) and
     the holder of such Restricted Stock shall have such rights of a stockholder
     of the Company as determined pursuant to Section III.2(d). Prior to the
     settlement of a Performance Share Award in shares of Common Stock,
     including Restricted Stock, the holder of such award shall have no rights
     as a stockholder of the Company with respect to the shares of Common Stock
     subject to such award.

     3. Termination of Employment. (a) Retirement, Disability and Death. Unless
otherwise determined by the Committee at the time of grant of a Performance
Share Award, if the employment by the Company of the holder of such award
terminates by reason of retirement on or after age 65 (or prior to such age with
the consent of the Committee), Disability or death, all Performance Measures
applicable to such award shall be deemed, as of the date of such termination, to
have been satisfied and the Performance period applicable to such award shall
thereupon terminate.

          (b) Other Termination. Unless otherwise determined by the Committee at
     the time of grant of a Performance Share Award, if the employment by the
     Company of the holder of a Performance Share Award terminates for any
     reason other than retirement on or after age 65 (or


                                       13
<PAGE>   15
     prior to such age with the consent of the Committee), Disability or death,
     the portion of such award which is then subject to a Performance Period
     shall be forfeited, as of the date of such termination, and such portion
     shall be cancelled by the Company.

                 VI. GRANTS OF OPTIONS TO NON-EMPLOYEE DIRECTORS

     1. Eligibility. Each Non-Employee Director shall be granted options to
purchase shares of Common Stock in accordance with this Article VI. All options
granted under this Article VI shall constitute Non-Qualified Stock Options.

     2. Grants of Stock Options. Each Non-employee Director shall be granted
Non-Qualified Stock Options as follows:

          (a) Time of Grant. On the date of the 1994 annual meeting of
     shareholders of the Company (or, if later, on the date on which a person is
     first elected or begins to serve as a Non-employee Director other than by
     reason of termination of employment), and, thereafter, on the date of each
     annual meeting of shareholders of the Company, each Non-employee Director
     who is a Non-employee Director after such meeting of shareholders shall be
     granted an option to purchase 2,500 shares of Common Stock (which amount
     shall be pro-rated if such Non-employee Director is first elected or begins
     to serve as a Non-employee Director on a date other than the date of an
     annual meeting of shareholders) at a purchase price per share equal to the
     Fair Market Value of a share of Common Stock on the date of grant of such
     option.

          (b) Option Period and Exercisability. Each option granted under this
     Article VI shall be exercisable in part or in full at any time after the
     grant thereof provided that (i) each such option shall expire 10 years
     after its date of grant or on such earlier date as is hereinafter provided
     and (ii) no Common Stock acquired upon the exercise of such options shall
     be sold or transferred by the person exercising such option during the six
     month period following the date of grant of such option. An exercisable
     option, or portion thereof, may be exercised in whole or in part only with
     respect to whole shares of Common Stock. Options granted under this Article
     VI shall be exercisable in accordance with Section II.1(c).

     3. Termination of Directorship. (a) If the holder of an option granted
under this Article VI ceases to be a Director of the Company for any reason
other than death, each such option held by such holder may thereafter be
exercised by such holder (or such holder's guardian, legal representative or
similar person) for a period of three years after the date of such holder's
ceasing to be a Director or until the expiration of the term of such option,
whichever period is shorter.

          (b) If the holder of an option granted under this Article VI ceases to
     be a Director of the Company by reason of death, each such option held by
     such holder may thereafter be exercised by such holder (or such holder's
     executor, administrator, legal representative, beneficiary or similar
     person) for a period of two years after the date of such holder's death or
     until the expiration of the term of such option, whichever period is
     shorter.

          (c) If the holder of an option granted under this Article VI dies
     during the three-year period following such holder's ceasing to be a
     Director of the Company as provided in paragraph 3(a), each such option
     held by such holder may thereafter be exercised by the holder's executor,
     administrator, legal representative, beneficiary or similar person for a
     period of one year after the date of death or until the expiration of the
     term of such option, whichever period is shorter.


                                       14
<PAGE>   16
                                   ARTICLE VII
                       DIRECTORS' STOCK COMPENSATION PLAN

     Each individual who during the term of this Plan is elected a Non-employee
Director shall receive a grant of shares of Common Stock ("Directors' Restricted
Shares") on the following dates: (a) on the date of such election and (b) on
each anniversary of such election, provided that such person is a Non-employee
Director on such date and has served as a Non-employee Director continuously
since the date referred to in (a) above. Each grant shall have an aggregate Fair
Market Value equal to 100% of the amount of such director's annual retainer. For
purposes of this Article VII, "annual retainer" shall mean the regular, annual
amount of compensation which, but for the adoption of this Article VII, would
have been payable in cash to the Non-employee Director at the time of reference,
not including any committee meeting or similar fees or any expense
reimbursement. The provisions of Section III.2(c) and (d) shall apply to
Directors' Restricted Shares.

                          VIII. MONTHLY INVESTMENT PLAN

     1. Eligibility. All full time employees of the Company and its United
States Subsidiaries who have attained the age of 21 and completed three months
consecutive service will be eligible to participate ("MIP Participants") in the
Monthly Investment Plan ("MIP") set forth in this Article VIII. All
determinations of period of service with the Company shall include periods of
continuous service with any United States Subsidiary or with any United States
corporation acquired by the Company or merged or consolidated with the Company,
unless the Committee shall otherwise determine.

     2. Participation. (a) An MIT Participant at his or her election may elect
to participate in the MIP by (i) filling in and signing a form of payroll
deduction authorization (the "PD Authorization") and (ii) filling in and signing
a purchase order form for the purchase, on the New York Stock Exchange, of
shares of Common Stock for the account of such MIP Participant. Enrollment shall
become effective as soon as practicable after the PD Authorization and purchase
order form are received by the Company.

     (b) Each month the Company will contribute for each MIP Participant an
amount equal to 25% of such Participant's actual payroll deduction (as specified
in the PD Authorization) up to 10% of his/ her annual base salary. The maximum
payroll deduction permitted by the MIP for each MIP Participant is 15% of
his/her annual base salary. The minimum payroll deduction is $10.00 per month.

     3. Operation of MIP Plan. (a) The Company shall designate a member of the
New York Stock Exchange, as broker (the "Broker"), to make purchase of shares of
the Common Stock for the accounts of MIP Participants on the New York Stock
Exchange.

     (b) The Company shall designate a custodian of the MIP to hold the shares
so purchased on behalf of the MIP Participants (the "Custodian").

     (c) The Company shall designate a recordkeeper for the MIP (the
"Recordkeeper"). The Recordkeeper shall maintain records of all purchases and
sales of shares by MIP Participants under the MIP.

     (d) The Company shall pay the administrative charges for the MIP including
Custodian's and Recordkeeper's fees and Broker's commissions, if any, on
purchases made from amounts deducted from the pay of MIP Participants, from
amounts contributed by the Company and from reinvestment of dividends. The
Broker's commission and other charges in connection with sales, or purchases not
made by payroll deductions, Company contributions or reinvestment of dividends,
shall be payable

                                       15

<PAGE>   17
directly to the Broker by the MIP Participant who orders the transactions for
his/her account. Commissions under the Plan will be computed in accordance with
the requirements of the New York Stock Exchange.

     (e) The Company shall deduct funds from each MIP Participant's pay as
authorized by the PD Authorization and will, as promptly as practicable, forward
to the Custodian the total of the amounts so deducted for all MIP Participants
plus the Company's contributions as provided in Section VIII.2(b). A list of MIP
Participants and the amount allocable to the account of each MIP Participant
will be forwarded to the Broker and the Recordkeeper.

     (f) Upon notification from the Company, the Broker will, as promptly as
practicable, purchase on the New York Stock Exchange, as many full shares of
Common Stock (or fractional interests therein) as MIP funds will permit. The
number of shares purchased will depend upon the market price of the Company's
Common Stock on the New York Stock Exchange at the time such purchases are made.
The Custodian will forward payment for purchases of shares to the Broker. Such
purchases, on the basis of the average cost, shall be allocated by the
Recordkeeper to the accounts of the MIP Participant in proportion to the amounts
withheld by the Company for such MIP Participants.

     (g) No more than 3% of the outstanding Common Stock as of January 1 in any
calendar year may be purchased by MIP Participants pursuant to the MIP.

     4. Payroll Deductions. A PD Authorization will remain effective until
terminated by a MIP Participant, and will be stated either as a percentage of
base pay or in even multiples of $1.00. The MIP Participant shall specify
therein the amount to be withheld from his/her pay, which amount may range from
a minimum of $10.00 per month to a maximum of 15% of the participant's base
salary.

     The PD Authorization may be revised or terminated at any time by the MIP
Participant's written request submitted to the Company. Commencement, revision
or termination of deductions will become effective as soon as practicable after
a MIP Participant's written request is received by the Company. If a MIP
Participant terminates his/her PD Authorization such MIP Participant may not
resume payroll deductions for the purpose of the MIP for a one-year period. In
that event, such MIP Participant may upon request receive that number of full
shares of the Common Stock then held in his/her MIP account along with a check
representing the net proceeds of the sale of any remaining fractional interest
in shares.

     5. Amendment or Termination. The Company reserves the right to discontinue
use of its payroll deduction facilities for the purpose of the MIP at any time
such action is deemed advisable in its judgment, and it also reserves the right
to amend or discontinue the MIP at any time. Any such amendment or termination
will not result in the forfeiture, before the effective date of amendment or
termination of the MIP of (i) any funds deducted from the salary of any MIP
Participant or contributed by the Company on behalf of any MIP Participant, (ii)
any shares or fractional interest in shares purchased by the MIP Participant, or
(iii) any dividends or other distribution declared in respect of such shares.

     6. MIP Participant's Account. (a) At the time of purchase each MIP
Participant (for whose account funds have been received) shall immediately
acquire full ownership of all shares and of any fractional interest in shares
purchased for his/her account. Unless otherwise requested by the MIP
Participant, all shares will be registered in the name of the Custodian and will
remain so registered until delivery is requested. Upon payment to the Broker of
the applicable fee, the MIP Participant may request that a certificate for any
or all of his/her full shares be delivered to such MIP Participant at any time.
Although the MIP Participant may not assign or hypothecate his/her interest in
the MIP

                                       16

<PAGE>   18
as such, upon purchase of shares under the MIP such shares may be sold,
assigned, hypothecated or otherwise dealt with as would be the case with respect
to any other shares of the Company he/she might own.

     (b) The MIP Participant's account will be credited with all dividends paid
in respect of the full shares and any fractional interest in shares held in such
account. Cash dividends will be reinvested in Common Stock at the end of each
quarter.

     (e) Stock dividends and/or any stock splits in respect of Common Stock held
in the MIP Participant's account will be credited to the account without charge.
Distributions of other securities and rights to subscribe will be sold and the
proceeds will be handled in the same manner as a cash dividend.

     (d) The MIP Participant may instruct the Broker at any time to sell any or
all of his or her full shares and the fractional interest in shares held in
his/her account. Upon such sale the Broker shall mail the MIP Participant a
check for the proceeds, less the regular brokerage commission and any transfer
taxes, registration fee or other normal charges which are payable by the MIP
Participant. Such instruction to the Broker, or a request for delivery of
certificates, shall not affect the MIP Participant's status as a MIP Participant
unless such person also terminates his/her payroll deduction authorization.

                                   IX. GENERAL

     1. Effective Date and Term of Plan. This Plan shall be submitted to the
shareholders of the Company for approval and, if approved, shall become
effective as of the date of approval by the Board. This Plan shall terminate 10
years after its effective date unless terminated earlier by the Board.
Termination of this Plan shall not affect the terms or conditions of any award
granted prior to termination.

     Awards hereunder may be made at any time on or after the effective date,
and prior to the termination, of this Plan, provided that no award may be made
later than 10 years after the effective date of this Plan.

     2. Amendments. The Board of Directors may amend this Plan as it shall deem
advisable, subject to any requirement of shareholder approval imposed by
applicable law; provided that no amendment shall be made without shareholder
approval if such amendment would (a) increase the maximum number of shares of
Common Stock available under this Plan (subject to Section IX.7), (b) reduce the
minimum purchase price in the case of an option or the base price in the case of
an SAR, (e) effect any change inconsistent with Section 422 of the Code or (d)
extend the term of this Plan. No amendment may impair the rights of a holder of
an outstanding award without the consent of such holder.

     3. Agreement. Each award under this Plan shall be evidenced by an Agreement
setting forth the terms and conditions applicable to such award. No award shall
be valid until an Agreement is executed by the Company and the recipient of such
award and, upon execution by each party and delivery of the Agreement to the
Company, such award shall be effective as of the effective date set forth in the
Agreement.


                                       17
<PAGE>   19
     4. Non-Transferability. No option, SAR, Long-Range Performance Unit or
Performance Share shall be transferable other than by will or the laws of
descent and distribution. Each option, SAR, Long-Range Performance Unit or
Performance Share may be exercised or settled during the participant's lifetime
only by the holder or the holder's guardian, legal representative or similar
person. Except as permitted by the preceding sentence, no option, SAR,
Long-Range Performance Unit or Performance Share may be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar
process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate,
encumber or otherwise dispose of any option, SAR, Long-Range Performance Unit or
Performance Share, such award and all rights thereunder shall immediately become
null and void.

     5. Tax Withholding. The Company shall have the right to require, prior to
the issuance or delivery of any shares of Common Stock or the payment of any
cash pursuant to an award hereunder, payment by the holder of such award of any
Federal, state, local or other taxes which may be required to be withheld or
paid in connection with such award. As determined by the Committee at the time
of grant of an award, an Agreement may provide that (i) the Company shall
withhold from the shares of Common Stock or the amount of cash otherwise
issuable or payable to a holder, the number of whole shares of Common Stock
having an aggregate Fair Market Value or the amount of cash determined as of the
date the obligation to withhold or pay taxes arises in connection with an award
(the "Tax Date") in the amount necessary to satisfy any such obligation or (ii)
the holder may satisfy any such obligation by any of the following means: (A) a
cash payment to the Company, (B) delivery to the Company of previously owned
whole shares of Common Stock (which the optionee has held for at least six
months prior to delivery of such shares and for which the holder has good title,
free and clear of all liens and encumbrances) having an aggregate Fair Market
Value, determined as of the Tax Date, equal to the amount necessary to satisfy
any such obligation, (C) authorizing the Company to withhold from the shares of
Common Stock or the amount of cash otherwise issuable or payable to the holder
pursuant to an award, the number of whole shares of Common Stock having an
aggregate Fair Market Value or the amount of cash determined as of the Tax Date,
equal to the amount necessary to satisfy any such obligation, (D) in the case of
the exercise of an option, a cash payment by a broker-dealer acceptable to the
Company to whom the optionee has submitted an irrevocable notice of exercise or
(E) any combination of (A), (B) and (C); provided, however, that the Committee
shall have sole discretion to disapprove of an election pursuant to any of
clauses (B)-(E) and that in the case of a holder who is subject to Section 16 of
the Exchange Act, the Company may require that the method of satisfying any such
obligation be in compliance with Section 16 and the rules and regulations
thereunder. Shares of Common Stock to be delivered or withheld may not have an
aggregate Fair Market Value in excess of the amount determined by applying the
minimum statutory withholding rate. Any fraction of a share of Common Stock
which would be required to satisfy such an obligation shall be disregarded and
the remaining amount due shall be paid in cash by the holder. The Company may
require that any or all obligations to satisfy or pay taxes with respect to any
award shall be satisfied or paid by the holder prior to the issuance of shares
of Common Stock or the payment of cash by the Company.

     6. Restrictions on Shares. Each award made hereunder shall be subject to
the requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
award 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 delivery of such shares
thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may


                                       18
<PAGE>   20
require that certificates evidencing shares of Common Stock delivered pursuant
to any award made hereunder bear a legend indicating that the sale, transfer or
other disposition thereof by the holder is prohibited except in compliance with
the Securities Act of 1933, as amended, and the rules and regulations
thereunder.

     7. Adjustment. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of securities, liquidation, spin-off or other similar event or change in
capitalization, or any distribution to holders of Common Stock other than a cash
dividend, the number and class of securities available under this Plan, the
number and class of securities subject to each outstanding option and the
purchase price per security, the number and class of securities subject to each
option to be granted to Non-employee Directors pursuant to Article VI, the
number and class of securities comprising each grant of Director's Restricted
Shares, the terms of each outstanding SAR, the number and class of securities
subject to each outstanding Stock Award, and the terms of each outstanding
Long-Range Performance Award and Performance Share Award shall be appropriately
adjusted by the Committee, such adjustments to be made in the case of
outstanding options and SARs without a change in the aggregate purchase price or
base price. If any such adjustment would result in a fractional security (i)
being available under this Plan, such fractional share shall be disregarded, or
(ii) subject to a grant under this Plan, the Company shall pay the holder of
such grant, in connection with the first exercise or settlement of such grant,
in whole or in part, occurring after such adjustment, an amount in cash
determined by multiplying (i) the fraction of such security (rounded to the
nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on
the exercise or settlement date over (B) the exercise or base price, if any, of
such grant.

     8. Change in Control.

     (a)(1) Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section (b)(3) below in connection with
which the holders of Common Stock receive shares of common stock that are
registered under Section 12 of the Exchange Act, (i) all outstanding options and
SARs shall immediately become exercisable in full, (ii) the Restriction Period
applicable to any outstanding Restricted Stock Award shall lapse, (iii) the
Long-Range Performance Cycle or Performance Period applicable to any outstanding
Long-Range Performance Unit or Performance Share shall lapse and terminate, (iv)
the Long-Range Performance Goals and Performance Measures applicable to any
outstanding Long-Range Performance Award and to any outstanding Restricted Stock
Award (if any) or Performance Share shall be deemed to be satisfied at the
maximum level, (v) the restrictions applicable to any outstanding Director's
Restricted Shares shall lapse, and (vi) there shall be substituted for each
share of Common Stock available under this Plan, whether or not then subject to
an outstanding award, the number and class of shares into which each outstanding
share of Common Stock shall be converted pursuant to such Change in Control. In
the event of any such substitution, the purchase price per share in the case of
an option and the base price in the case of an SAR shall be appropriately
adjusted by the Committee, such adjustments to be made in the case of
outstanding options and SARs without a change in the aggregate purchase price or
base price.

     (2) Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section (b)(1) or (2) below, or in the
event of a Change in Control pursuant to Section (b)(3) below in connection with
which the holders of Common Stock receive consideration other than shares of
common stock that are registered under Section 12 of the Exchange Act, each
outstanding award under this Plan shall be surrendered to the Company by the
holder thereof, and each such award shall immediately be cancelled by the
Company, and the holder shall receive, within 10 days of the occurrence of such
Change in Control pursuant to Section (b)(i) or (2) below or within

                                       19

<PAGE>   21
10 days of the approval of the shareholders of the Company contemplated by
Section (b)(3) below, a cash payment from the Company in an amount equal to (i)
in the case of an option, the number of shares of Common Stock then subject to
such option, multiplied by the excess, if any, of (A) the highest per share
price offered to shareholders of the Company in any transaction whereby the
Change in Control takes place or (B) the Fair Market Value of a share of Common
Stock on the date of occurrence of the Change in Control, if the Change in
Control occurs other than pursuant to an acquisition of shares of Common Stock,
over the purchase price per share of Common Stock subject to the option, (ii) in
the case of a Free-Standing SAR, the number of shares of Common Stock then
subject to such SAR, multiplied by the excess, if any, of (A) the highest per
share price offered to shareholders of the Company in any transaction whereby
the Change in Control takes place or (B) the Fair Market Value of a share of
Common Stock on the date of occurrence of the Change in Control, if the Change
in Control occurs other than pursuant to an acquisition of shares of Common
Stock, over the base price of the SAR, (iii) in the case of a Long-Range
Performance Award, Restricted Stock Award, Director's Restricted Stock or
Performance Share Award, the number of Long-Range Performance Units, shares of
Restricted Stock, shares of Common Stock or the number of Performance Shares, as
the case may be, then subject to such award, multiplied by (A) the highest per
share price offered to shareholders of the Company in any transaction whereby
the Change in Control takes place or (B) the Fair Market Value of a share of
Common Stock on the date of occurrence of the Change in Control, if the Change
in Control occurs other than pursuant to an acquisition of shares of Common
Stock. Each Tandem SAR shall be surrendered by the holder thereof and shall be
cancelled simultaneously with the cancellation of the related option. The
Company may, but is not required to, cooperate with any person who is subject to
Section 16 of the Exchange Act to assure that any cash payment in accordance
with the foregoing to such person is made in compliance with Section 16 and the
rules and regulations thereunder.

     (b) For the purpose of this Plan, a "Change in Control" shall mean:

          (1) The acquisition (other than from the Company) by any person,
     entity, or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of
     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
     Company's then outstanding voting securities entitled to vote generally in
     the election of directors; provided, however, no Change in Control shall be
     deemed to have occurred for any acquisition by any corporation with respect
     to which, following such acquisition, more than 60% of such corporation and
     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 and entities who were the beneficial owners, respectively,
     of the then outstanding shares of Common Stock or the combined voting power
     of the Company'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 Company's then outstanding
     Common Stock and then outstanding voting securities, as the case may be; or

          (2) Individuals who, as of the date hereof, constitute the Board (as
     of the date hereof the "Incumbent Board") cease for any reason to
     constitute at least a majority of the Board, provided that any person
     becoming a director subsequent to the date hereof whose election, or
     nomination for election by the Company'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


                                       20

<PAGE>   22
     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 Company, 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

          (3) Approval by the stockholders of the Company of a reorganization,
     merger or consolidation, in each case, with respect to which persons who
     were the stockholders of the Company 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
     company's then outstanding voting securities, or a liquidation or
     dissolution of the Company or of the sale of all or substantially all of
     the assets of the Company.

     9. No Right of Employment. Neither this Plan nor any award made hereunder
shall confer upon any person any right to continued employment by the Company or
any affiliate of the Company or affect in any manner the right of the Company or
any affiliate of the Company to terminate the employment of any person at any
time without liability hereunder.

     10. Rights as Shareholder. No person shall have any right as a shareholder
of the Company with respect to any shares of Common Stock or other equity
security of the Company which is subject to an award hereunder unless and until
such person becomes a shareholder of record with respect to such shares of
Common Stock or equity security.

     11. Approval of Plan. This Plan and all awards made hereunder shall be null
and void if the adoption of this Plan is not approved by the shareholders of the
Company.











                                       21

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5(A)
<SEQUENCE>5
<FILENAME>c59555ex10-5a.txt
<DESCRIPTION>AMENDMENT TO THE PLAN ADOPTED DECEMBER 18, 2000
<TEXT>

<PAGE>   1
                                                                 EXHIBIT 10.5(a)

                                   RESOLUTION
                                     OF THE
                               BOARD OF DIRECTORS
                                December 18, 2000






         WHEREAS, pursuant to Article IX, Section 2 of the Company's 1994
Incentive Plan (the "Plan") the Board desires to amend the Plan in certain
respects;

         NOW THEREFORE, BE IT RESOLVED, that the following Section 4 be, and it
hereby is, added to Article III of the Plan:


                  "4. Restricted Stock Units.  The Committee may also, in its
discretion, authorize the granting of Restricted Stock Units to such eligible
persons as may be selected by the Committee (a "Grantee"). Each such grant may
utilize any or all of the authorizations and shall be subject to all of the
requirements contained in the following provisions:

                  (a) Each such grant shall constitute the agreement by the
                      Company to deliver Common Stock to the Grantee in the
                      future in consideration of the performance of services by
                      the Grantee, but subject to the fulfillment of such
                      conditions, if any, as the Committee may specify.

                  (b) Each such grant may be made without additional
                      consideration or in consideration of a payment by the
                      Grantee that is less that the Fair Market Value per share
                      of Common Stock at the date of grant.

                  (c) For the purposes of this Section 4, the term "Vesting
                      Period" shall mean the period, if any, specified in the
                      Agreement pertaining to any Restricted Stock Unit or Units
                      between the date of issuance of such Units (or a portion
                      thereof) and the date on which Common Stock is issuable
                      pursuant thereto. Each such grant of Restricted Stock
                      Units shall be subject to a Vesting Period of not less
                      than one (1) year, as determined by the Committee at the
                      date of grant, and shall provide for the early lapse and
                      termination of such Vesting Period upon a Change in
                      Control as provided in Article IX, Section 8 of this Plan.
                      Unless otherwise determined by the Committee at the time
                      of grant of any Restricted Stock Unit, if the employment
                      by the Company or any of its subsidiaries of the Grantee
                      thereof terminates by reason of retirement on or after age
                      65 (or prior to such age with the consent of the
                      Committee), Disability or death, the Vesting Period
                      applicable to such


<PAGE>   2

                      Restricted Stock Unit shall be deemed, as of the date of
                      such termination, to be terminated. In the event that a
                      Grantee ceases to be an employee of the Company or one of
                      its subsidiaries for reasons other than retirement on or
                      after age 65 (or prior to such age with the consent of
                      the Committee), death or Disability, any of such Grantee's
                      Restricted Stock Units for which the Vesting Period has
                      not expired, lapsed or been terminated shall be forfeited.

                  (d) At the time of any grant of Restricted Stock Units, the
                      Committee, in its discretion, may authorize the Grantee to
                      defer the receipt of Common Stock with respect to any Unit
                      for which the Vesting Period has expired, lapsed or been
                      terminated for such period or periods as may be specified
                      by the Committee and set forth in the related Agreement.

                  (e) The Grantee shall have no right to transfer any rights
                      under his or her award or Restricted Stock Units and,
                      unless and until Common Stock has been issued to the
                      Grantee pursuant to a Restricted Stock Unit, shall have no
                      rights of ownership in the Common Stock subject to such
                      Restricted Stock Units and shall have no right to vote
                      such stock, but the Committee may, at or after the date of
                      grant, authorize the payment of dividend equivalents on
                      such Common Stock on either a current or deferred or
                      contingent basis, either in cash or in additional shares
                      of Common Stock.

                  (f) Each grant or sale of Restricted Stock Units shall be
                      evidenced by an Agreement executed on behalf of the
                      Company by any officer and delivered to and accepted by
                      the Grantee and shall contain such terms and provisions,
                      consistent with the Plan, as the Committee, may approve."


                  RESOLVED FURTHER, that Article IX, Section 8 (a)(1) of the
         Plan shall be amended by (i) the addition of the following clause (vi);
         "(vi) the Vesting Period applicable to any Restricted Stock Unit shall
         lapse;" and (ii) the present clause (vi) of Section 8 (a) (1) of the
         Plan shall be renumbered "(vii)".

                  RESOLVED FURTHER, that Article IX, Section 8 (a)(2) of the
         Plan shall be amended by adding to clause (iii) thereof the words
         "Restricted Stock Units".
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(II)
<SEQUENCE>6
<FILENAME>c59555ex13-aii.txt
<DESCRIPTION>CONSOLIDATED BALANCE SHEETS
<TEXT>

<PAGE>   1
                                                                 EXHIBIT 13(a)ii

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

NOVEMBER 30, 2000 AND 1999
(Dollars in thousands except per share data)


<TABLE>
<CAPTION>
ASSETS                                                                 2000         1999
===========================================================================================
<S>                                                                 <C>          <C>
Current assets:
   Cash and short-term cash investments .........................    $ 10,864     $ 14,745
   Accounts receivable, less allowance for losses of $5,027
      for 2000 and $5,155 for 1999 ..............................     110,083      103,986
   Inventories ..................................................     100,561       89,850
   Prepaid expenses and other current assets ....................       3,640       11,830
   Deferred income taxes ........................................       5,331        7,259
                                                                    ----------------------
            Total current assets ................................     230,479      227,670
                                                                    ----------------------

Plant assets, at cost less accumulated depreciation .............     140,121      126,026
Acquired intangibles, less accumulated amortization .............     101,877       91,151
Pension assets ..................................................      19,519       17,879
Other noncurrent assets .........................................       9,934       10,265
                                                                    ----------------------
            Total assets ........................................    $501,930     $472,991
                                                                    ======================

LIABILITIES
===========================================================================================
Current liabilities:
   Current portion of long-term debt ............................    $  5,482     $  5,440
   Accounts payable and accrued liabilities .....................      84,187       87,593
   Income taxes .................................................       8,157        4,442
                                                                    ----------------------
            Total current liabilities ...........................      97,826       97,475
                                                                    ----------------------

Long-term debt, less current portion ............................     141,486      145,981
Postretirement health care benefits .............................       3,574        3,342
Long-term pension liabilities ...................................       4,374        3,577
Deferred income taxes ...........................................      10,663       10,238
Other long-term liabilities .....................................       1,519        1,265
Minority interests ..............................................         395          395

Contingencies

SHAREHOLDERS' EQUITY
===========================================================================================

Capital stock:
   Preferred, par value $1, authorized 5,000,000 shares,
      none issued ...............................................        --           --
   Common, par value $1, authorized 60,000,000 shares,
      issued 24,381,307 in 2000 and 24,019,722 in 1999 ..........      24,381       24,020
   Capital in excess of par value ...............................       5,700          948
   Accumulated other comprehensive earnings:
      Foreign currency translation adjustments ..................      (6,919)      (4,151)
   Retained earnings ............................................     218,931      189,901
                                                                    ----------------------
            Total shareholders' equity ..........................     242,093      210,718
                                                                    ----------------------
            Total liabilities and shareholders' equity ..........    $501,930     $472,991
                                                                    ======================

</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.


12 CLARCOR

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(III)
<SEQUENCE>7
<FILENAME>c59555ex13-aiii.txt
<DESCRIPTION>CONSOLIDATED STATEMENT OF EARNINGS
<TEXT>

<PAGE>   1
                                                              EXHIBIT 13(a)(iii)

CONSOLIDATED STATEMENTS OF EARNINGS
--------------------------------------------------------------------------------

FOR THE YEARS ENDED NOVEMBER 30, 2000, 1999 AND 1998
(Dollars in thousands except per share data)


<TABLE>
<CAPTION>
                                                                       2000            1999            1998
===============================================================================================================
<S>                                                                 <C>             <C>             <C>
Net sales .....................................................       $652,148        $477,869        $426,773

Cost of sales .................................................        453,803         329,282         291,537
                                                                    -------------------------------------------

      Gross profit ............................................        198,345         148,587         135,236

Selling and administrative expenses ...........................        122,358          92,510          83,573
                                                                    -------------------------------------------

      Operating profit ........................................         75,987          56,077          51,663
                                                                    -------------------------------------------

Other income (expense):
   Interest expense ...........................................        (11,534)         (3,733)         (2,336)
   Interest income ............................................            698           1,451           1,283
   Other, net .................................................         (1,664)          1,820             737
                                                                    -------------------------------------------

                                                                       (12,500)           (462)           (316)
                                                                    -------------------------------------------

      Earnings before income taxes and minority interests .....         63,487          55,615          51,347

Provision for income taxes ....................................         23,201          20,137          19,262
                                                                    -------------------------------------------

      Earnings before minority interests ......................         40,286          35,478          32,085

Minority interests in earnings of subsidiaries ................            (49)            (66)             (6)
                                                                    -------------------------------------------

Net earnings ..................................................       $ 40,237        $ 35,412        $ 32,079
                                                                    ===========================================

Net earnings per common share:
   Basic ......................................................       $   1.66        $   1.48        $   1.32
   Diluted ....................................................       $   1.64        $   1.46        $   1.30
                                                                    ===========================================

Average number of common shares outstanding:
   Basic ......................................................     24,269,675      23,970,011      24,268,250
   Diluted ....................................................     24,506,171      24,313,607      24,648,623
                                                                    ===========================================
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.



                                                                              13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(IV)
<SEQUENCE>8
<FILENAME>c59555ex13-aiv.txt
<DESCRIPTION>CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TEXT>

<PAGE>   1
                                                               EXHIBIT 13(a)(iv)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------

FOR THE YEARS ENDED NOVEMBER 30, 2000, 1999 AND 1998
(Dollars in thousands except per share data)

<TABLE>
<CAPTION>
                                                                          Common Stock
                                                         ----------------------------------------------
                                                           Number of Shares             Amount
                                                         ------------------------  --------------------       Capital in
                                                                            In                   In           Excess of
                                                           Issued        Treasury    Issued    Treasury       Par Value
==========================================================================================================================
<S>                                                      <C>             <C>       <C>         <C>           <C>
Balance, November 30, 1997 ...........................   24,243,603         --        $16,162   $     --     $    2,857
--------------------------------------------------------------------------------------------------------------------------
Net earnings .........................................         --           --           --           --           --
Other comprehensive earnings:
   Translation adjustments ...........................         --           --           --           --           --

   Total comprehensive earnings.......................

Purchase of treasury stock ...........................         --       (528,691)        --        (8,447)         --
Retirement of treasury stock .........................     (528,691)     528,691         (529)      8,447        (5,553)
Stock split ..........................................         --           --          8,145         --           --
Stock options exercised ..............................      212,260         --            154         --          2,391
Issuance of stock under award plans ..................       22,186         --             17         --            461
Cash dividends - $0.4425
   per common share ..................................         --           --           --           --           --
--------------------------------------------------------------------------------------------------------------------------

Balance, November 30, 1998 ...........................   23,949,358         --         23,949         --            156
--------------------------------------------------------------------------------------------------------------------------

Net earnings .........................................         --           --           --           --           --
Other comprehensive earnings:
   Translation adjustments ...........................         --           --           --           --           --

   Total comprehensive earnings ......................

Purchase of treasury stock ...........................         --        (50,000)        --          (897)         --
Retirement of treasury stock .........................      (50,000)      50,000          (50)        897          (455)
Stock options exercised ..............................       82,344         --             83         --            740
Issuance of stock under
   award plans .......................................       38,020         --             38         --            507
Cash dividends - $0.4525
   per common share ..................................         --           --           --           --           --
--------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 1999 ...........................   24,019,722         --         24,020         --            948
--------------------------------------------------------------------------------------------------------------------------

Net earnings .........................................         --           --           --           --           --
Other comprehensive earnings:
   Translation adjustments ...........................         --           --           --           --           --

   Total comprehensive earnings ......................

Business acquisition .................................      160,704         --            161         --          2,734
Stock options exercised ..............................      182,479         --            182         --          1,898
Issuance of stock under
   award plans .......................................       18,402         --             18         --            120
Cash dividends - $0.4625
   per common share ..................................         --           --           --           --           --
--------------------------------------------------------------------------------------------------------------------------

Balance, November 30, 2000 ...........................   24,381,307         --        $24,381   $     --     $    5,700
==========================================================================================================================

<CAPTION>
                                                 Accumulated
                                                    Other
                                                Comprehensive      Retained
                                                  Earnings         Earnings    Total
========================================================================================
<S>                                             <C>                <C>        <C>
Balance, November 30, 1997 ..................   $ (2,700)          $154,843   $171,162
----------------------------------------------------------------------------------------
Net earnings ................................       --               32,079     32,079
Other comprehensive earnings:
   Translation adjustments ..................       (293)              --         (293)
                                                                              --------
   Total comprehensive earnings..............                                   31,786
                                                                              --------
Purchase of treasury stock ..................       --                 --       (8,447)
Retirement of treasury stock ................       --               (2,365)      --
Stock split .................................       --               (8,145)      --
Stock options exercised .....................       --                 --        2,545
Issuance of stock under award plans .........       --                 --          478
Cash dividends - $0.4425
   per common share .........................       --              (10,717)   (10,717)
----------------------------------------------------------------------------------------
Balance, November 30, 1998 ..................     (2,993)           165,695    186,807
----------------------------------------------------------------------------------------

Net earnings ................................       --               35,412     35,412
Other comprehensive earnings:
   Translation adjustments ..................     (1,158)              --       (1,158)
                                                                              --------
   Total comprehensive earnings..............                                   34,254
                                                                              --------
Purchase of treasury stock ..................       --                 --         (897)
Retirement of treasury stock ................       --                 (392)      --
Stock options exercised .....................       --                 --          823
Issuance of stock under
   award plans ..............................       --                 --          545
Cash dividends - $0.4525
   per common share .........................       --              (10,814)   (10,814)
----------------------------------------------------------------------------------------
Balance, November 30, 1999 ..................     (4,151)           189,901    210,718
----------------------------------------------------------------------------------------

Net earnings ................................       --               40,237     40,237
Other comprehensive earnings:
   Translation adjustments ..................     (2,768)              --       (2,768)
                                                                              --------
   Total comprehensive earnings..............                                   37,469
                                                                              --------
Business acquisition ........................       --                 --        2,895
Stock options exercised .....................       --                 --        2,080
Issuance of stock under
   award plans ..............................       --                 --          138
Cash dividends - $0.4625
   per common share .........................       --              (11,207)   (11,207)
--------------------------------------------------------------------------------------

Balance, November 30, 2000 ..................   $ (6,919)          $218,931   $242,093
======================================================================================
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.



14 CLARCOR
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(V)
<SEQUENCE>9
<FILENAME>c59555ex13-av.txt
<DESCRIPTION>CONSOLIDATED STATEMENTS OF CASH FLOWS
<TEXT>

<PAGE>   1
                                                               EXHIBIT 13(a)(v)

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED NOVEMBER 30, 2000, 1999 AND 1998
(Dollars in thousands)


<TABLE>
<CAPTION>
                                                                          2000        1999        1998
==========================================================================================================
<S>                                                                   <C>          <C>          <C>
Cash flows from operating activities:
   Net earnings ...................................................   $  40,237    $  35,412    $  32,079
   Adjustments to reconcile net earnings to
         net cash provided by operations:
      Depreciation ................................................      17,537       13,729       11,692
      Amortization ................................................       3,542        1,643          688
      Minority interests in earnings of subsidiaries ..............          49           66            6
      Net (gain) loss on dispositions of plant assets .............         109       (1,660)      (1,310)
      Changes in assets and liabilities, net of
            business acquisitions:
         Accounts receivable ......................................      (3,448)      (6,062)      (3,460)
         Inventories ..............................................      (9,636)      (4,585)       1,046
         Prepaid expenses and other current assets ................       8,040       (1,369)        (912)
         Other noncurrent assets ..................................        (554)         (18)      (3,235)
         Accounts payable and accrued liabilities .................      (1,170)       4,790        4,841
         Pension assets and liabilities, net ......................      (7,430)        (583)      (1,463)
         Income taxes .............................................       4,663       (2,366)       2,065
         Deferred income taxes ....................................       2,191         (355)         230
                                                                      -----------------------------------

            Net cash provided by operating activities .............      54,130       38,642       42,267
                                                                      -----------------------------------

Cash flows from investing activities:
   Additions to plant assets ......................................     (29,005)     (21,822)     (15,825)
   Business acquisitions, net of cash acquired ....................     (12,735)    (142,709)      (7,984)
   Proceeds from note receivable ..................................        --           --          2,500
   Dispositions of plant assets ...................................          55        3,873        2,542
   Other, net .....................................................        (440)        --           (523)
                                                                      -----------------------------------

            Net cash used in investing activities .................     (42,125)    (160,658)     (19,290)
                                                                      -----------------------------------

Cash flows from financing activities:
   Proceeds from multicurrency revolving credit agreement .........      43,200      115,000         --
   Payments on multicurrency revolving credit agreement ...........     (42,200)        --           --
   Reduction of long-term debt ....................................      (7,034)        (468)      (2,669)
   Sales of capital stock under stock option plan .................       1,379          680        1,890
   Purchases of treasury stock ....................................        --           (897)      (8,447)
   Cash dividends paid ............................................     (11,207)     (10,814)     (10,717)
                                                                      -----------------------------------

            Net cash provided by (used in) financing activities ....    (15,862)     103,501      (19,943)
                                                                      -----------------------------------

Net effect of exchange rate changes on cash .......................         (24)         (61)         (37)
                                                                      -----------------------------------

Net change in cash and short-term
   cash investments ...............................................      (3,881)     (18,576)       2,997
Cash and short-term cash investments,
   beginning of year ..............................................      14,745       33,321       30,324
                                                                      -----------------------------------
Cash and short-term cash investments, end of year .................   $  10,864    $  14,745    $  33,321
                                                                      ===================================

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                                                              15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VI)
<SEQUENCE>10
<FILENAME>c59555ex13-avi.txt
<DESCRIPTION>NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TEXT>

<PAGE>   1
                                                               EXHIBIT 13(a)(vi)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

A. ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include all domestic and foreign
subsidiaries that are more than 50% owned and controlled. CLARCOR Inc. and its
subsidiaries are hereinafter collectively referred to as the "Company" or
CLARCOR.

Minority interests represent an outside shareholder's 10% ownership of the
common stock of Filtros Baldwin de Mexico (FIBAMEX) and outside shareholders'
20% ownership of Baldwin-Unifil S.A.

FOREIGN CURRENCY TRANSLATION

Financial statements of foreign subsidiaries are translated into U.S. dollars at
current rates, except that revenues, costs and expenses are translated at
average current rates during each reporting period. Net exchange gains or losses
resulting from the translation of foreign financial statements and the effect of
exchange rate changes on intercompany transactions of a long-term investment
nature are accumulated with other comprehensive earnings as a separate component
of shareholders' equity and are presented, net of tax, in the Consolidated
Statements of Shareholders' Equity.

PLANT ASSETS

Depreciation is provided by the straight-line and accelerated methods for
financial statement purposes and by the accelerated method for tax purposes. The
provision for depreciation is based on the estimated useful lives of the assets
(15 to 40 years for buildings and improvements and 3 to 15 years for machinery
and equipment). It is the policy of the Company to capitalize renewals and
betterments and to charge to expense the cost of current maintenance and
repairs.

EXCESS OF COST OVER FAIR VALUE OF ASSETS ACQUIRED AND OTHER INTANGIBLE ASSETS

The excess of cost over fair value of assets acquired is being amortized over a
forty-year period using the straight-line method. Other acquired intangible
assets are being amortized over the estimated periods to be benefited using the
straight-line method. These intangibles include trademarks (40 year life),
patents (average 14 year life), and other identifiable intangible assets with
lives ranging from one to thirty years.

In accordance with Statement of Financial Accounting Standards No. 121 (SFAS
121), "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
to Be Disposed Of," the Company determines any impairment losses based on
underlying cash flows related to specific groups of plant assets, identifiable
intangibles and excess cost over fair value of assets acquired and would first
apply such impairment losses to related goodwill.

STATEMENTS OF CASH FLOWS

All highly liquid investments that are readily saleable are considered to be
short-term cash investments. The carrying amount approximates fair value.

CONCENTRATIONS OF CREDIT AND FINANCIAL INSTRUMENTS

Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of short-term cash investments and trade
receivables. The Company places its short-term cash investments in high-grade
municipal securities and classifies them as trading securities. At November 30,
2000 and 1999, the Company held short-term municipal securities with a total
cost of $2,900 and $12,720, respectively. Cost approximates market for these
securities. Concentrations of credit risk with respect to trade receivables are
limited due to the Company's large number of customers and their dispersion
across many different industries and locations.

The Company makes limited use of derivative financial instruments and does not
use them for trading or speculative purposes. Derivative financial instruments
are used principally to manage certain interest rate and foreign currency risks.
Interest rate swap agreements are utilized to convert certain floating rate debt
into fixed rate debt. Cash flows related to interest rate swap agreements are
included in interest expense over the terms of the agreements.

INCOME TAXES

The Company provides for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes." SFAS 109
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the financial statement
carrying amounts and the tax basis of assets and liabilities.

REVENUE RECOGNITION

Revenue is recognized upon shipment of goods to customers.

COMPREHENSIVE EARNINGS

Foreign currency translation adjustments are included in other comprehensive
earnings in accordance with Statement of Financial Accounting Standards No. 130
(SFAS 130), "Reporting Comprehensive Income."

USE OF MANAGEMENT'S ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

ACCOUNTING PERIOD

The Company's fiscal year ends on the Saturday closest to November 30. The
fiscal year ended December 2, 2000 included fifty-three weeks. The fiscal years
ended November 27, 1999 and November 28, 1998 were comprised of fifty-two weeks.
In the consolidated financial statements, all fiscal years are shown to begin as
of December 1 and end as of November 30 for clarity of presentation.




16 CLARCOR
<PAGE>   2
--------------------------------------------------------------------------------

RECLASSIFICATIONS

Certain reclassifications have been made to conform prior years' data to the
current presentation. These reclassifications had no effect on reported
earnings.

B. BUSINESS COMBINATIONS AND INVESTMENTS IN AFFILIATES

During 2000, the Company purchased Filter Products, Inc., a Sacramento,
California liquid process filtration manufacturer, and two air filtration
distributors. All three of these acquisitions were accounted for under the
purchase method of accounting. Two of the acquisitions were paid for in cash.
The purchase price of the other was paid in cash and stock. For these
acquisitions, the Company paid $12,730 in cash, net of cash received, and issued
160,704 shares of its common stock (or $2,895). These acquisitions did not have
a significant impact on the results of the Company.

On September 10, 1999, the Company completed its acquisitions of Purolator Air
Filtration (Purolator), Facet International (Facet), and Purolator Facet, Inc.
(PFI), manufacturers of air and liquid filtration products, for approximately
$140,985, net of cash received, including acquisition expenses. The purchase
price was paid in cash with available funds and proceeds from long-term
borrowings of approximately $115,000 from a revolving credit facility. (See Note
G.) As a result of the acquisitions, Purolator, Facet, and PFI became
subsidiaries of the Company and are included in the Company's
Industrial/Environmental Filtration segment. The Company's non-cash investing
and financing activities related to this acquisition included assumed
liabilities of $25,910.

The transaction was accounted for under the purchase method of accounting with
the excess of the purchase price over the estimated fair value of the net
tangible and identifiable intangible assets acquired recorded as goodwill and
amortized over 40 years by the straight-line method. Other acquired intangible
assets are being amortized as discussed in Note A. During fiscal year 2000, the
Company finalized the purchase price according to the terms of the purchase
agreement and completed the estimates of liabilities assumed, including those
associated with exit and other costs of the acquisition. The finalized
allocation to major categories of assets and liabilities resulted in a reduction
to goodwill of $34. As part of the final allocation of purchase price, the
Company accrued an additional $800 for severance and exit costs during 2000,
resulting in a total accrual of $1,085 of which $329 was paid out as of November
30, 2000. The remaining cash payments for severance and exit costs are expected
to be paid out by the end of 2001. The operating results are included in the
Company's consolidated results of operations from September 1, 1999, the
effective date of the acquisitions.

The following unaudited pro forma information summarizes the results of
operations for the periods indicated as if the acquisitions had been completed
as of the beginning of the periods presented. The pro forma information gives
effect to actual operating results prior to the acquisitions, adjusted to
include the pro forma effect of interest expense, depreciation, amortization of
intangibles and income taxes. These pro forma amounts do not purport to be
indicative of the results that would have actually been obtained if the
acquisitions had occurred as of the beginning of the periods presented or that
may be obtained in the future.

                                      Years Ended November
                                  ---------------------------
                                       1999          1998
                                  ---------------------------
Net sales .....................      $591,869      $576,973
Net earnings ..................        36,625        32,277
Basic earnings per share ......          1.53          1.33
Diluted earnings per share ....          1.51          1.31

During 1998, the Company purchased Air Technologies, Inc. (ATI), an Ottawa,
Kansas manufacturer of air filtration products, and a small filter distributor.
Each acquisition was made for cash and accounted for under the purchase method
of accounting. Also during 1998, the Company purchased the remaining 50%
interest in Baldwin Australia and an additional 10% interest in Baldwin-Unifil
S.A. These acquisitions did not have a significant impact on the results of the
Company.

C. INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by the
last-in, first-out (LIFO) method for approximately 43% and 42% of the Company's
inventories at November 30, 2000 and 1999, respectively, and by the first-in,
first-out (FIFO) method for all other inventories. The FIFO method approximates
current cost. Inventories are summarized as follows:

                                        2000        1999
                                      -------------------
Raw materials .....................   $ 38,444   $ 33,274
Work-in-process ...................     14,253     15,203
Finished products .................     48,316     42,978
                                      -------------------
Total at FIFO .....................    101,013     91,455
Less excess of FIFO over LIFO .....        452      1,605
                                      -------------------
                                      $100,561   $ 89,850
                                      ===================

During 2000, certain LIFO inventory quantities were reduced resulting in a
partial liquidation of the LIFO bases. The effect on net earnings was not
material.

                                                                              17
<PAGE>   3

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

D. PLANT ASSETS

Plant assets at November 30, 2000 and 1999 were as follows:

                                        2000        1999
                                      -------------------
Land ..............................   $  3,911   $  3,853
Buildings and building fixtures ...     67,986     65,845
Machinery and equipment ...........    182,689    163,481
Construction-in-process ...........     17,666     11,108
                                      -------------------
                                       272,252    244,287
Less accumulated depreciation .....    132,131    118,261
                                      -------------------
                                      $140,121   $126,026
                                      ===================

E. ACQUIRED INTANGIBLES

Acquired intangibles, net of accumulated amortization at November 30, 2000 and
1999 consisted of the following:

                                                             2000       1999
                                                          -------------------
Excess of cost over fair value of assets acquired .....   $ 62,333   $ 49,784
Trademarks ............................................     29,090     30,140
Other acquired intangibles ............................     10,454     11,227
                                                          -------------------
                                                          $101,877   $ 91,151
                                                          ===================

Accumulated amortization was $13,812 and $9,890 at November 30, 2000 and 1999,
respectively.

F. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at November 30, 2000 and 1999 were as
follows:

                                                  2000      1999
                                                -----------------
Accounts payable ............................   $40,826   $42,477
Accrued salaries, wages and commissions .....    12,678    10,875
Compensated absences ........................     6,192     6,224
Accrued pension liabilities .................       262     6,711
Other accrued liabilities ...................    24,229    21,306
                                                -----------------
                                                $84,187   $87,593
                                                =================

G. LONG-TERM DEBT

Long-term debt at November 30, 2000 and 1999 consisted of the following:

                                                     2000       1999
                                                 -------------------
Multicurrency revolving credit agreement,
   interest payable at the end of each
   funding period at an adjusted LIBOR .......   $116,000   $115,000
Promissory note, interest payable
   semi-annually at 6.69% ....................     20,000     25,000
Industrial Revenue Bonds, at 2.20% to
   5.85% interest rates ......................     10,063     10,438
Other obligations, at 7.75% to 10%
   interest rates ............................        905        983
                                                 -------------------
                                                  146,968    151,421
Less current portion .........................      5,482      5,440
                                                 -------------------
                                                 $141,486   $145,981
                                                 ===================

A fair value estimate of $147,419 and $143,867 for long-term debt in 2000 and
1999, respectively, is based on the current interest rates available to the
Company for debt with similar remaining maturities.

In September 1999, the Company entered into a three-year, multicurrency
revolving credit agreement with a group of participating financial institutions
under which it may borrow up to $185,000. The agreement, which was extended for
one additional year in 2000, provides that loans may be made under a selection
of currencies and rate formulas. The interest rate is based upon either a
defined Base Rate or the London Interbank Offered Rate (LIBOR) plus a variable
spread of .55% to 1.25%. The variable spread is based on the ratio of the
Company's outstanding borrowings as compared with its shareholders' equity. The
spread was .80% at November 30, 2000. Facility fees and other fees on the entire
loan commitment are payable for the duration of this facility. At November 30,
2000 and 1999, $116,000 and $115,000 were outstanding under this agreement.

Borrowings under the credit facility are unsecured but are guaranteed by certain
of the Company's subsidiaries. The agreement related to this borrowing includes
certain restrictive covenants that include maintaining minimum consolidated net
worth of $160,000, limiting new borrowings, maintaining a minimum interest
coverage, and restricting certain changes in ownership as stipulated in the
agreement. The Company was in compliance with these covenants as of November 30,
2000 and 1999. This agreement also includes a letter of credit facility, against
which $10,841 and $11,405 in letters of credit had been issued as of November
30, 2000 and 1999, respectively.

During 2000, the Company entered into several interest rate agreements to manage
its interest exposure related to the multicurrency credit revolver. Two
agreements were in place at November 30, 2000 covering the outstanding amount on
the multicurrency credit revolver. One agreement provides for the Company to pay
a 7.12% fixed interest rate on a notional amount of $60,000 and matures in
December 2000. The other agreement provides for the Company to pay a 7.34% fixed
interest rate on a notional amount of $60,000 and is effective until September
11, 2002. Under both agreements the Company will receive interest at floating
rates based on LIBOR. At November 30, 2000 and 1999, LIBOR was 7.46% and 6.51%,
respectively. The fair market value of the agreements was a negative $1,183 at
November 30, 2000.

The 6.69% promissory note matures July 25, 2004, but the Company is required to
prepay, without premium, certain principal amounts as stated in the agreement.
Under the note agreement, the Company must meet certain restrictive covenants.
The covenants were amended during 1999 to be similar to those contained in the
multicurrency revolving credit facility.



18 CLARCOR

<PAGE>   4
--------------------------------------------------------------------------------

On February 1, 1996, the Company, in cooperation with the South Dakota Economic
Development Finance Authority, issued $8,410 of Industrial Revenue Bonds. The
bonds are due February 1, 2016, with a variable rate of interest that is reset
weekly. The Company has other outstanding Industrial Revenue Bonds of $1,653 and
$2,028 as of November 30, 2000 and 1999, respectively. These mature in 2005 and
are backed by a letter of credit that requires an annual fee of 0.925% of the
outstanding balance. This letter of credit expires in May 2001.

Exclusive of the multicurrency revolving credit facility, principal maturities
of long-term debt for the next five fiscal years ending November 30
approximates: $5,482 in 2001, $5,500 in 2002, $5,531 in 2003, $5,581 in 2004,
$305 in 2005 and $8,569 thereafter. The borrowings under the revolving credit
facility that matures in 2003 have been classified as long-term as the Company
has both the intent and ability to refinance this amount on a long-term basis.

Interest paid totaled $10,714, $2,228 and $2,293 during 2000, 1999 and 1998,
respectively.

H. LEASES

The Company has various lease agreements for offices, warehouses, manufacturing
plants, and equipment that expire on various dates through June 2007 and contain
renewal options. Some of these leases provide for payment of property taxes,
utilities and certain other expenses. Commitments for minimum rentals under
noncancellable leases at November 30, 2000 for the next five years are: $8,176
in 2001, $7,481 in 2002, $6,016 in 2003, $4,463 in 2004 and $2,385 in 2005. Rent
expense totaled $8,367, $6,063 and $5,189 for the years ended November 30, 2000,
1999 and 1998, respectively.

I. PENSION AND OTHER POSTRETIREMENT PLANS

The Company has defined benefit pension plans and postretirement health care
plans covering certain employees and retired employees. In addition to the plan
assets related to qualified plans, the Company has funded approximately $2,580
and $8,550 at November 30, 2000 and 1999, respectively, in restricted trusts for
its nonqualified plans. These trusts are included in other current and other
noncurrent assets in the Company's Consolidated Balance Sheets.

The following table shows reconciliations of the pension plans and other
postretirement plan benefits as of November 30, 2000 and 1999. The accrued
pension benefit liability includes an unfunded benefit obligation of $5,231 and
$11,445 as of November 30, 2000 and 1999, respectively. The obligations have
been determined with a weighted average discount rate of 7.75% and 7.50% in 2000
and 1999, respectively, and a rate of increase in future compensation of
primarily 5.0% in both years. The expected weighted average long-term rate of
return was 9.0% in both 2000 and 1999.

<TABLE>
<CAPTION>
                                             Pension                 Postretirement
                                             Benefits                     Benefits
                                       ----------------------------------------------
                                           2000        1999         2000        1999
                                        ----------------------------------------------
<S>                                      <C>         <C>         <C>         <C>
Change in benefit obligation:
Benefit obligation at beginning
   of year ...........................   $ 73,356    $ 75,986    $  3,866    $  2,342
Service cost .........................      3,122       2,364          92          13
Interest cost ........................      5,021       5,251         280         149
Actuarial (gains) / losses ...........     (2,038)     (6,378)         (6)         18
Acquisitions .........................       --          --          --         1,606
Benefits paid ........................    (10,481)     (3,867)       (150)       (262)
                                         --------------------------------------------
Benefit obligation at end of year ....     68,980      73,356       4,082       3,866
                                         --------------------------------------------
Change in plan assets:
Fair value of plan assets at
   beginning of year .................     87,214      79,828        --          --
Actual return on plan assets .........      3,012      11,076        --          --
Benefits paid ........................     (3,540)     (3,690)       --          --
                                         --------------------------------------------
Fair value of plan assets at end
   of year ...........................     86,686      87,214        --          --
                                         --------------------------------------------

Funded status ........................     17,706      13,858      (4,082)     (3,866)
Unrecognized net transition asset ....       --        (1,056)       --          --
Unrecognized prior service cost ......        188         210        --          --
Unrecognized net actuarial
   (gain) / loss .....................     (3,011)     (5,421)        238         244
                                         --------------------------------------------
Net amount recognized ................   $ 14,883    $  7,591    $ (3,844)   $ (3,622)
                                         ============================================
Amounts recognized in the
   Consolidated Balance
   Sheets include:
       Prepaid benefit cost ...........  $ 19,519    $ 17,879    $   --      $   --
       Accrued benefit liability ......    (4,636)    (10,288)     (3,844)     (3,622)
                                         --------------------------------------------
Net amount recognized ................   $ 14,883    $  7,591    $ (3,844)   $ (3,622)
                                         ============================================

</TABLE>


The components of net periodic benefit cost for the pensions are shown below.


                                                        Pension Benefits
                                                --------------------------------
                                                  2000       1999       1998
                                                --------------------------------
Components of net periodic benefit cost:
   Service cost .............................   $ 3,122    $ 2,364    $ 2,248
   Interest cost ............................     5,021      5,251      4,882
   Expected return on plan assets ...........    (7,695)    (7,041)    (6,883)
   Additional recognition amount ............      --          196        196
   Amortization of unrecognized:
      Net transition asset ..................    (1,056)    (1,056)    (1,056)
      Prior service cost ....................        21         62         63
      Net actuarial loss ....................         7         54         64
                                                -------    -------    -------
   Net periodic benefit
      (income) / cost .......................   $  (580)   $  (170)   $  (486)
                                                =======    =======    =======

The postretirement obligations represent a fixed dollar amount per retiree. The
Company has the right to modify or terminate these benefits. The participants
will assume substantially all





                                                                              19
<PAGE>   5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

future health care benefit cost increases, and therefore, future increases in
health care costs will not increase the postretirement benefit obligation or
cost to the Company. Therefore, the Company has not assumed any annual rate of
increase in the per capita cost of covered health care benefits for future
years. The components of net periodic benefit cost for postretirement health
care benefits are shown below.

                                                Postretirement Benefits
                                                -----------------------
                                                 2000    1999     1998
                                                -----------------------
Components of net periodic benefit cost:
Service cost ................................    $ 92    $ 13     $ 13
Interest cost ...............................     280     149      166
                                                -----------------------
Net periodic benefit cost ...................    $372    $162     $179
                                                =======================

The Company also sponsors various defined contribution plans that provide
employees with an opportunity to accumulate funds for their retirement. The
Company matches the contributions of participating employees based on the
percentages specified in the respective plans. The Company recognized expense
related to these plans of $1,408, $1,211 and $1,037 in 2000, 1999 and 1998,
respectively.

J. INCOME TAXES

The provision for income taxes consisted of:

                     2000       1999        1998
                  -------------------------------
Current:
   Federal ....   $ 17,693   $ 18,398    $ 16,976
   State ......      2,574      2,177       2,784
   Foreign ....      1,063        547         585
Deferred ......      1,871       (985)     (1,083)
                  -------------------------------
                  $ 23,201   $ 20,137    $ 19,262
                  ===============================

Income taxes paid, net of refunds, totaled $16,458, $22,234 and $16,199 during
2000, 1999 and 1998, respectively.

Earnings before income taxes and minority interests included the following
components:

                           2000      1999      1998
                         ---------------------------

Domestic income ....     $60,471   $53,467   $49,762
Foreign income .....       3,016     2,148     1,585
                         ---------------------------
   Total ...........     $63,487   $55,615   $51,347
                         ===========================

The provision for income taxes resulted in effective tax rates that differ from
the statutory federal income tax rates. The reasons for these differences are as
follows:

                               Percent of Pretax Earnings
                               ---------------------------
                               2000       1999       1998
                               ---------------------------
Statutory U.S. tax rates ....  35.0%      35.0%      35.0%
State income taxes, net of
   federal benefit ..........   2.6        2.6        3.4
Foreign sales ...............  (0.8)      (0.8)      (0.7)
Other, net ..................  (0.3)      (0.6)      (0.2)
                               ---------------------------
Consolidated effective
   income tax rate ..........  36.5%      36.2%      37.5%
                               ===========================

The components of the net deferred tax liability as of November 30, 2000 and
1999 were as follows:


                                                       2000       1999
                                                    --------------------
Deferred tax assets:
   Deferred compensation ........................   $  3,930    $  2,792
   Other postretirement benefits .................       783         719
   Foreign net operating loss carryforwards .....        475         203
   Accounts receivable ..........................      2,177       1,538
   Inventories ..................................      1,774       1,975
   Accrued liabilities and other ................      2,009         751
                                                    --------------------
Total gross deferred tax assets .................     11,148       7,978
                                                    --------------------
Deferred tax liabilities:
   Pensions .....................................     (5,209)     (2,656)
   Plant assets .................................    (11,189)     (7,911)
   Other ........................................        (82)       (390)
                                                    --------------------
Total gross deferred tax liabilities ............    (16,480)    (10,957)
                                                    --------------------
Net deferred tax liability ......................   $ (5,332)   $ (2,979)
                                                    ====================

The Company expects to realize the deferred tax assets, including foreign net
operating loss carryforwards, through the reversal of taxable temporary
differences and future earnings.

As of November 30, 2000, the Company has not provided taxes on unremitted
foreign earnings of approximately $3,000 that are intended to be indefinitely
reinvested to finance operations and expansion outside the United States. If
such earnings were distributed beyond the amount for which taxes have been
provided, foreign tax credits would substantially offset any incremental U.S.
tax liability.

K. CONTINGENCIES

The Company is involved in legal actions arising in the normal course of
business. Additionally, the Company is party to various proceedings relating to
environmental issues. The U.S. Environmental Protection Agency (EPA) and/or
other responsible state agencies have designated the Company as a potentially
responsible party (PRP), along with other companies, in remedial activities for
the cleanup of waste sites under the federal Superfund statute.

Environmental and related remediation costs are difficult to quantify for a
number of reasons, including the number of parties involved, the difficulty in
determining the extent of the contamination, the length of time remediation may
require, the


20 CLARCOR

<PAGE>   6
--------------------------------------------------------------------------------

complexity of the environmental regulation and the continuing advancement of
remediation technology. Applicable federal law may impose joint and several
liability on each PRP for the cleanup.

It is the opinion of management, after consultation with legal counsel, that
additional liabilities, if any, resulting from these legal or environmental
issues, are not expected to have a material adverse effect on the Company's
financial condition or consolidated results of operations.

L. PREFERRED STOCK PURCHASE RIGHTS

In March 1996, the Board of Directors of CLARCOR adopted a Shareholder Rights
Plan to replace an existing plan that expired on April 25, 1996. Under the terms
of the Plan, each shareholder received rights to purchase shares of CLARCOR
Series B Junior Participating Preferred Stock. The rights become exercisable
only after the earlier to occur of (i) 10 business days after the first public
announcement that a person or group (other than a CLARCOR related entity) has
become the beneficial owner of 15% or more of the outstanding shares of CLARCOR
Common Stock; or (ii) 10 business days (unless extended by the CLARCOR Board in
accordance with the Rights Agreement) after the commencement of, or the
intention to make, a tender or exchange offer, the consummation of which would
result in any person or group (other than a CLARCOR related entity) becoming
such a 15% beneficial owner. Each right entitles the holder to buy one-hundredth
of a share of such preferred stock at an exercise price of $80 subject to
certain adjustments.

Once the rights become exercisable, each right will entitle the holder, other
than the acquiring individual or group, to purchase a number of CLARCOR common
shares at a 50% discount to the then-market price of CLARCOR Common Stock. In
addition, under certain circumstances, if the rights become exercisable, the
holder will be entitled to purchase the stock of the acquiring individual or
group at a 50% discount. The Board may also elect to redeem the rights at $.01
per right. The rights expire on April 25, 2006.

The authorized preferred stock includes 300,000 shares designated as Series B
Junior Participating Preferred Stock.

M. INCENTIVE PLAN

In 1994, the shareholders of CLARCOR adopted the 1994 Incentive Plan, which
allows the Company to grant stock options, restricted stock and performance
awards to officers, directors and key employees. The 1994 Incentive Plan
incorporates the various incentive plans in existence prior to March 1994. In
addition, the Company has, in connection with the 1997 acquisition of United Air
Specialists, Inc. (UAS), assumed the stock option plans of UAS and has reserved
20,669 shares of the Company's common stock for issuance under the assumed UAS
stock option plans.

The amended 1994 Incentive Plan allows grants and awards of up to 1.5% of the
outstanding common stock as of January 1 of each calendar year. In addition, the
Compensation and Stock Option Committee of the Company's Board of Directors may
approve an additional 1% of outstanding common stock to be awarded during any
calendar year. Any portion that is not granted in a given year is available for
future grants. After the close of fiscal year 2000, 368,153 shares were granted,
including the restricted stock units discussed hereafter.

The following is a description and a summary of key provisions related to this
plan.

STOCK OPTIONS

In accordance with Statement of Financial Accounting Standards No. 123 (SFAS
123), "Accounting for Stock-Based Compensation," the Company accounts for
stock-based compensation using the intrinsic value method as prescribed under
Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued
to Employees," and related Interpretations and provides the disclosure-only
provisions of SFAS 123.

Nonqualified stock options may, at the discretion of the Board of Directors, be
granted at the fair market value at the date of grant or at an exercise price
less than the fair market value at the date of grant. All options granted in
2000, 1999 and 1998 were at the fair market value at the dates of the grants.
Options granted to key employees prior to the end of fiscal year 2000 vest 25%
per year beginning at the end of the third year; therefore, they become fully
exercisable at the end of six years. Options granted to key employees after the
close of fiscal year 2000 vest 25% per year beginning at the end of the first
year; therefore, they become fully exercisable at the end of four years. Options
granted to non-employee directors vest immediately. All options expire ten
years from the date of grant unless otherwise terminated.

The following table summarizes the activity under the nonqualified stock option
plans.


<TABLE>
<CAPTION>
                                     2000                     1999                  1998
                            -------------------------------------------------------------------------
                                           WEIGHTED                Weighted                Weighted
                                            AVERAGE                Average                 Average
                                           EXERCISE                Exercise                Exercise
                               SHARES        PRICE      Shares      Price       Shares       Price
                            -------------------------------------------------------------------------
<S>                          <C>          <C>         <C>          <C>         <C>          <C>
Outstanding at
  beginning of year .....    2,239,162    $  14.83    2,116,182    $  14.18    1,895,086    $  12.15
Granted .................      412,404       17.80      287,982       18.00      518,239       19.86
Exercised/
  surrendered ...........     (365,540)      12.75     (165,002)      12.93     (297,143)      11.10
                            -------------------------------------------------------------------------
Outstanding at
  end of year ...........    2,286,026    $  14.53    2,239,162    $  14.83    2,116,182    $  14.18
                             =======================================================================
Options exercisable
  at end of year ........    1,508,859    $  14.68    1,159,462    $  12.62    1,110,433    $  12.12
                             =======================================================================
</TABLE>


                                                                              21
<PAGE>   7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

The following table summarizes information about the options at November 30,
2000:


                       Options Outstanding            Options Exercisable
                  ----------------------------------------------------------
                              Weighted    Weighted                Weighted
    Range of                   Average     Average                 Average
    Exercise                  Exercise    Remaining                Exercise
     Prices         Number     Price     Life in Years   Number     Price
-----------------------------------------------------------------------------
$11.55 - $15.83   1,225,885    $13.06       3.94      1,100,261    $12.92
$17.00 - $21.67   1,060,141    $18.85       7.99        408,598    $19.35

In addition, stock options outstanding and exercisable at November 30, 2000 and
1999 assumed as part of the UAS acquisition were 20,669 and 29,005,
respectively, and no further grants were made. These substitute options have an
exercisable price range per share of $2.40 to $5.94 at November 30, 2000 and
expire between 2002 and 2005.

LONG RANGE PERFORMANCE AWARDS

Officers and key employees may be granted target awards of Company shares of
common stock and performance units, which represent the right to a cash payment.
The awards are earned and shares are issued only to the extent that the Company
achieves performance goals determined by the Board of Directors during a
three-year performance period. The Company granted 28,383 and 26,656 performance
shares on December 1, 1999 and 1998, respectively. As of November 30, 2000, the
Company has cancelled 2,496, 4,860 and 802 shares of the 2000, 1999 and 1998
grants, respectively. The shares vest at the end of three years.

During the performance period, officers and key employees are permitted to vote
the restricted stock and receive compensation equal to dividends declared on
common shares. The Company accrues compensation expense assuming attainment of
the performance goals ratably during the performance cycle. Compensation expense
for the plan totaled $901, $534 and $435 in 2000, 1999 and 1998, respectively.
Distribution of Company common stock and cash for the performance periods ended
November 30, 2000, 1999 and 1998 were $488, $485 and $537, respectively.

Subsequent to the end of the fiscal year 2000, the Company granted 35,222
restricted units of Company common stock. In connection therewith, the Company
cancelled 12,113 performance shares and 8,074 performance units from the
December 1, 1999 grant and replaced them with 9,182 units of restricted stock
and with additional stock option awards. The restricted shares vest over four
years. No future awards of long range performance shares or units are expected
to be granted.

DIRECTORS' RESTRICTED STOCK COMPENSATION

The 1994 Incentive Plan provided for grants of shares of common stock equal to
five years of directors' annual retainers to all non-employee directors, in lieu
of cash. The directors' rights to the shares vest 20% on date of grant and 20%
annually during the next four years. The directors are entitled to receive
dividends and exercise voting rights with respect to all shares prior to
vesting. Any unvested shares are forfeited if the director ceases to be a
non-employee director for any reason.

Effective March 25, 2000, this plan was amended to grant all non-employee
directors shares of common stock equal to a one-year annual retainer. The
directors' rights to the shares vest immediately on the date of grant. In 2000,
7,076 shares of Company common stock were issued under the amended plan.
Subsequent to the end of fiscal year 2000, 452 shares were granted.

Compensation expense for the plan totaled $184, $191 and $149 in 2000, 1999 and
1998, respectively. During 1999, 16,002 shares of Company common stock were
issued under the plan of which 15,488 were cancelled in 2000 due to the plan
amendment. During 1999, 1,321 shares from a prior year grant were forfeited.

FAIR VALUE ACCOUNTING (SFAS 123)

Had compensation expense for the Company's stock-based compensation plans been
determined based on the fair value at the grant dates consistent with the method
of SFAS 123, the Company's pro forma net earnings and diluted earnings per share
would have been $39,520, $34,848 and $31,520 and $1.61, $1.43 and $1.28 for
2000, 1999 and 1998, respectively.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions for 2000, 1999 and 1998. Adjustments for forfeitures are made as
they occur.

                                          2000      1999      1998
                                        ----------------------------
Risk-free interest rate .............     6.34%     4.87%     5.90%
Expected dividend yield .............     2.47%     2.35%     2.60%
Expected volatility factor ..........    25.00%    24.50%    25.80%
Expected option term (in years) .....     7.0       7.0       7.0

The weighted average fair value per option at the date of grant for options
granted in 2000, 1999 and 1998 was $5.28, $4.88 and $5.63, respectively.

The above pro forma disclosures may not be representative of the effects on
reported net income and earnings per share for future years because compensation
cost under SFAS 123 is amortized over the options' vesting period and
compensation cost for options granted prior to fiscal year 1996 is not
considered.

N. STOCK SPLIT, TREASURY STOCK TRANSACTIONS AND EARNINGS PER SHARE

On March 24, 1998, the Company declared a three-for-two stock split in the form
of a 50% stock dividend distributable April 24, 1998 to shareholders of record
April 10, 1998. In connection therewith, the Company transferred $8,145 from
retained



22 CLARCOR

<PAGE>   8
--------------------------------------------------------------------------------

earnings to common stock, representing the par value of additional shares
issued. All share and per share amounts for all periods presented have been
adjusted to reflect the stock split.

During 1999 and 1998, the Company purchased and retired 50,000 and 528,691
shares of common stock, respectively. The number of issued shares was reduced as
a result of the retirement of these shares.

The Company calculates and presents basic and diluted earnings per share in
accordance with Statement of Financial Accounting Standards No. 128 (SFAS 128),
"Earnings per Share." Diluted earnings per share reflects the impact of
outstanding stock options if exercised during the periods presented using the
treasury stock method. The following table provides a reconciliation of the
numerators and denominators utilized in the calculation of basic and diluted
earnings per share.


<TABLE>
<CAPTION>
                                               2000          1999          1998
                                           ---------------------------------------
<S>                                        <C>           <C>           <C>
Net Earnings (numerator) ...............   $    40,237   $    35,412   $    32,079
Basic EPS:
   Weighted average number of
      common shares outstanding
      (denominator) ....................    24,269,675    23,970,011    24,268,250
      Basic per share amount ...........   $      1.66   $      1.48   $      1.32
                                           =======================================
Diluted EPS:
   Weighted average number
      of common shares
      outstanding ......................    24,269,675    23,970,011    24,268,250
   Dilutive effect of stock options ....       236,496       343,596       380,373
                                           ---------------------------------------
      Diluted weighted average
         number of common
         shares outstanding
         (denominator) .................    24,506,171    24,313,607    24,648,623
      Diluted per share amount .........   $      1.64   $      1.46   $      1.30
                                           =======================================
</TABLE>


For fiscal years ended November 30, 2000, 1999 and 1998, respectively, 682,866,
525,156 and 508,864 options with a weighted average exercise price of $19.34,
$19.81 and $19.86 were not included in the computation of diluted earnings per
share as the options' exercise prices were greater than the average market price
of the common shares during the respective periods.

O. UNAUDITED QUARTERLY FINANCIAL DATA

The unaudited quarterly data for 2000 and 1999 were as follows:

                              First     Second     Third      Fourth
                             Quarter    Quarter   Quarter     Quarter      Total
                            ----------------------------------------------------
2000:
   NET SALES ............   $150,697   $162,205   $160,830   $178,416   $652,148
   GROSS PROFIT .........     44,283     49,985     47,778     56,299    198,345
   NET EARNINGS .........      7,063     10,090     10,078     13,006     40,237
   NET EARNINGS PER
   COMMON SHARE:
     BASIC ..............   $   0.29   $   0.42   $   0.41   $   0.53   $   1.66
     DILUTED ............   $   0.29   $   0.41   $   0.41   $   0.53   $   1.64

1999:
   Net sales ............   $ 99,166   $110,483   $112,090   $156,130   $477,869
   Gross profit .........     31,379     34,983     34,190     48,035    148,587
   Net earnings .........      6,210      8,650      9,736     10,816     35,412
   Net earnings per
   common share:
      Basic .............   $   0.26   $   0.36   $   0.41   $   0.45   $   1.48
      Diluted ...........   $   0.25   $   0.36   $   0.40   $   0.45   $   1.46

Fiscal year 2000 was a fifty-three week year, whereas fiscal year 1999 was a
fifty-two week year. Likewise, fourth quarter 2000 was a fourteen week quarter
while fourth quarter 1999 was a thirteen week quarter. In addition, fourth
quarter 1999 includes the acquisition of three industrial filtration businesses
as discussed in Note B.

P. SEGMENT INFORMATION

The Company adopted Statement of Financial Accounting Standards No. 131 (SFAS
131), "Disclosures About Segments of an Enterprise and Related Information"
effective with year-end 1999. This standard requires that companies disclose
selected information by operating segment. SFAS 131 defines an operating segment
as a component of a company which engages in business activities from which it
may earn revenues and incur expenses; has its operating results regularly
reviewed by the entity's chief operating decision makers to make decisions about
the allocation of resources and the assessment of performance; and has discrete
financial information available. Based on the economic characteristics of the
Company's business activities, the nature of products, customers and markets
served, and the performance evaluation by management and the Company's Board of
Directors, the Company has identified three reportable segments: Engine/Mobile
Filtration, Industrial/Environmental Filtration and Packaging.

The Engine/Mobile Filtration segment manufactures and markets a complete line of
filters used in the filtration of oils, air, fuel, coolant, hydraulic and
transmission fluids in both domestic and international markets. The
Engine/Mobile Filtration segment provides filters for certain types of
transportation equipment including automobiles, heavy-duty and light trucks,
buses and




                                                                              23
<PAGE>   9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

locomotives, marine and mining equipment, industrial equipment and heavy-duty
construction and agricultural equipment. The products are sold to aftermarket
distributors, original equipment manufacturers and dealer networks, private
label accounts and directly to truck service centers and large national
accounts.

The Industrial/Environmental Filtration segment manufactures and markets a
complete line of filters, cartridges, dust collectors and filtration systems
used in the filtration of air and industrial fluid processes in both domestic
and international markets. The filters and filter systems are used in commercial
and industrial buildings, hospitals, manufacturing processes, pharmaceutical
processes, clean rooms, airports, shipyards, refineries, power generation plants
and residences. The products are sold to commercial and industrial distributors,
original equipment manufacturers and dealer networks, private label accounts,
retailers and directly to large national accounts.

The Packaging segment manufactures and markets consumer and industrial packaging
products including custom-designed plastic and metal containers and closures and
lithographed metal sheets in both domestic and international markets. The
products are sold directly to consumer and industrial packaging customers.
Subsequent to year-end 2000, the Company reached an agreement with a customer of
its Packaging segment that will result in the early termination of a supply and
license agreement. As a result of a settlement payment made by that customer in
the first quarter 2001, the Packaging segment is expected to record increased
revenue and operating profit in fiscal 2001. The segment's sales of plastic
closures will be reduced beginning in 2001 as a result of the agreement.

Net sales represent sales to unaffiliated customers. No single customer or class
of product accounted for 10% or more of the Company's consolidated 2000 sales.
Intersegment sales are not material. Assets are those assets used in each
business segment. Corporate assets consist of cash and short-term cash
investments, deferred income taxes, headquarters facility and equipment, pension
assets and various other assets that are not specific to an operating segment.
Unallocated amounts include interest income and expense and other non-operating
income and expense items.

The segment data for the years ended November 30, 2000, 1999 and 1998 were as
follows:

                                              2000        1999        1998
                                            --------------------------------
Net sales:
Engine/Mobile Filtration ...............    $259,791    $238,680    $223,761
Industrial/Environmental Filtration ....     319,746     174,889     135,828
Packaging ..............................      72,611      64,300      67,184
                                            --------------------------------
                                            $652,148    $477,869    $426,773
                                            ================================
Operating profit:
Engine/Mobile Filtration ...............    $ 49,162    $ 43,591    $ 38,983
Industrial/Environmental Filtration ....      18,433       5,120       6,966
Packaging ..............................       8,392       7,366       5,714
                                            --------------------------------
                                              75,987      56,077      51,663
Other income (expense)..................     (12,500)       (462)       (316)
                                            --------------------------------
Earnings before income taxes and
   minority interests ..................    $ 63,487    $ 55,615    $ 51,347
                                            ================================
Identifiable assets:
Engine/Mobile Filtration ...............    $144,563    $137,351    $128,618
Industrial/Environmental Filtration ....     271,669     241,471      72,289
Packaging ..............................      41,891      36,173      30,500
Corporate ..............................      43,807      57,996      74,359
                                            --------------------------------
                                            $501,930    $472,991    $305,766
                                            ================================
Additions to plant assets:
Engine/Mobile Filtration ...............    $  7,588    $ 13,115    $ 10,479
Industrial/Environmental Filtration ....      10,842       4,824       3,743
Packaging ..............................       8,045       3,217       1,258
Corporate ..............................       2,530         666         345
                                            --------------------------------
                                            $ 29,005    $ 21,822    $ 15,825
                                            ================================
Depreciation and amortization:
Engine/Mobile Filtration ...............    $  7,475    $  6,944    $  6,320
Industrial/Environmental Filtration ....      10,145       5,132       2,803
Packaging ..............................       2,832       2,742       2,749
Corporate ..............................         627         554         508
                                            --------------------------------
                                            $ 21,079    $ 15,372    $ 12,380
                                            ================================

Financial data relating to the geographic areas in which the Company operates
are shown for the years ended November 30, 2000, 1999 and 1998. Net sales by
geographic area are based on sales to final customers within that region.

                                              2000        1999       1998
                                            --------------------------------
Net Sales:
United States ..........................    $532,210    $399,717    $355,522
Europe .................................      60,250      35,984      29,505
Other international ....................      59,688      42,168      41,746
                                            --------------------------------
                                            $652,148    $477,869    $426,773
                                            ================================
Plant assets, at cost less
 accumulated depreciation:
United States ..........................    $133,323    $119,196    $ 83,621
Europe .................................       5,695       5,650       1,704
Other international ....................       1,103       1,180       1,064
                                            --------------------------------
                                            $140,121    $126,026    $ 86,389
                                            ================================

24 CLARCOR
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VII)
<SEQUENCE>11
<FILENAME>c59555ex13-avii.txt
<DESCRIPTION>REPORT OF INDEPENDENT ACCOUNTANTS
<TEXT>

<PAGE>   1
                                                              EXHIBIT 13(a)(vii)

REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------
The Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, shareholders' equity and cash flows present
fairly, in all material respects, the consolidated financial position of CLARCOR
Inc. and its subsidiaries at November 30, 2000 and November 30, 1999 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended November 30, 2000, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
January 8, 2001


                                                             EXHIBIT 13(a)(viii)

MANAGEMENT'S REPORT ON RESPONSIBILITY
FOR FINANCIAL REPORTING
--------------------------------------------------------------------------------

The management of CLARCOR is responsible for the preparation, integrity and
objectivity of the Company's financial statements and the other financial
information in this report. The financial statements were prepared in conformity
with generally accepted accounting principles and reflect, in all material
respects, the results of operations and the Company's financial position for
the periods shown. The financial statements are presented on the accrual basis
of accounting and, where appropriate, reflect estimates based upon judgments of
management.

In addition, management maintains a system of internal controls designed to
assure that Company assets are safeguarded from loss or unauthorized use or
disposition. Also, the controls system provides assurance that transactions
are authorized according to the intent of management and are accurately
recorded to permit the preparation of financial statements in accordance with
generally accepted accounting principles. For the periods covered by the
financial statements in this report, management believes this system of internal
controls was effective concerning all material matters. The effectiveness of the
controls system is supported by the selection and training of qualified
personnel, an organizational structure that provides an appropriate division of
responsibility, a strong budgetary system of control and a comprehensive
internal audit program.

The Audit Committee of the Board of Directors, which is composed of three
outside directors, serves in an oversight role to assure the integrity and
objectivity of the Company's financial reporting process. The Committee meets
periodically with representatives of management and the independent and
internal auditors to review matters of a material nature related to financial
reporting and the planning, results and recommendations of audits. The
independent and internal auditors have free access to the Audit Committee. The
Committee is also responsible for making recommendations to the Board of
Directors concerning the selection of the independent auditors.


/s/ NORMAN E. JOHNSON     /s/ BRUCE A. KLEIN          /s/ MARCIA S. BLAYLOCK

Norman E. Johnson         Bruce A. Klein              Marcia S. Blaylock
Chairman, President and   Vice President-Finance and  Vice President, Controller
Chief Executive Officer   Chief Financial Officer


January 8, 2001




                                                                              25
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(IX)
<SEQUENCE>12
<FILENAME>c59555ex13-aix.txt
<DESCRIPTION>INFORMATION UNDER THE CAPTION "11-YR FIN. REVIEW"
<TEXT>

<PAGE>   1
                                                               EXHIBIT 13(a)(ix)

11-YEAR FINANCIAL REVIEW
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       2000          1999          1998          1997
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>           <C>           <C>
PER SHARE
Equity ..........................................................   $    9.93     $    8.77     $    7.80     $    7.06
Diluted Earnings from Continuing Operations .....................        1.64          1.46          1.30          1.11
Diluted Net Earnings ............................................        1.64          1.46          1.30          1.11
Dividends .......................................................      0.4625        0.4525        0.4425        0.4350
Price: High .....................................................       21.44         21.38         24.63         20.79
       Low ......................................................       16.06         14.25         14.25         13.33
-----------------------------------------------------------------------------------------------------------------------
EARNINGS DATA ($000)
Net Sales .......................................................   $ 652,148     $ 477,869     $ 426,773     $ 394,264
Operating Profit .................................................     75,987        56,077        51,663        44,424
Interest Expense ................................................      11,534         3,733         2,336         2,759
Pretax Income ...................................................      63,487        55,615        51,347        44,192
Income Taxes ....................................................      23,201        20,137        19,262        17,164
Income from Continuing Operations ...............................      40,237        35,412        32,079        26,918
Income from Discontinued Operations .............................        --            --            --            --
Cumulative Effect of Accounting Changes .........................        --            --            --            --
Net Earnings ....................................................      40,237        35,412        32,079        26,918
Basic Average Shares Outstanding ................................      24,270        23,970        24,268        24,133
Diluted Average Shares Outstanding ..............................      24,506        24,314        24,649        24,344
----------------------------------------------------------------------------------------------------------------------
EARNINGS ANALYSIS
Operating Margin ................................................        11.7%         11.7%         12.1%         11.3%
Pretax Margin ...................................................         9.7%         11.6%         12.0%         11.2%
Effective Tax Rate ..............................................        36.5%         36.2%         37.5%         38.8%
Net Margin-Continuing Operations ................................         6.2%          7.4%          7.5%          6.8%
Net Margin ......................................................         6.2%          7.4%          7.5%          6.8%
Return on Beginning Assets ......................................         8.5%         11.6%         11.4%         10.1%
Return on Beginning Shareholders' Equity ........................        19.1%         19.0%         18.7%         17.4%
Dividend Payout to Net Earnings .................................        27.9%         30.5%         33.4%         38.2%
-----------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA ($000)
Current Assets ..................................................   $ 230,479     $ 227,670     $ 168,173     $ 160,527
Plant Assets, Net ...............................................     140,121       126,026        86,389        82,905
Total Assets ....................................................     501,930       472,991       305,766       282,519
Current Liabilities .............................................      97,826        97,475        61,183        54,237
Long-Term Debt ..................................................     141,486       145,981        36,419        37,656
Shareholders' Equity ............................................     242,093       210,718       186,807       171,162
-----------------------------------------------------------------------------------------------------------------------
BALANCE SHEET ANALYSIS ($000)
Debt to Capitalization ..........................................        36.9%         40.9%         16.3%         18.0%
Working Capital .................................................   $ 132,653     $ 130,195     $ 106,990     $ 106,290
Current Ratio ...................................................         2.4           2.3           2.7           3.0
-----------------------------------------------------------------------------------------------------------------------
CASH FLOW DATA ($000)
From Operations .................................................   $  54,130     $  38,642     $  42,267     $  41,632
For Investment ..................................................     (42,125)     (160,658)      (19,290)       (8,193)
From/(For) Financing ............................................     (15,862)      103,501       (19,943)      (21,850)
Change in Cash & Equivalents ....................................      (3,881)      (18,576)        2,997       11,497
Capital Expenditures ............................................      29,005        21,822        15,825        11,349
Depreciation & Amortization .....................................      21,079        15,372        12,380        11,600
Dividends Paid ..................................................      11,207        10,814        10,717        10,290
Net Interest Expense ............................................      10,836         2,282         1,053         1,739
Income Taxes Paid ...............................................      16,458        22,234        16,199        15,112
EBITDA(*)........................................................      97,066        71,449        64,043        56,024
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


(*) Operating profit before depreciation and amortization



26 CLARCOR
<PAGE>   2
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
   1996         1995          1994          1993           1992          1991          1990
----------------------------------------------------------------------------------------------
<S>           <C>           <C>           <C>           <C>           <C>           <C>

$    6.46     $    5.79     $    5.18     $    4.63     $    4.39     $    4.26     $    3.73
     1.07          0.97          0.87          0.72          0.66          0.78          0.80
     1.07          0.97          0.89          0.72          0.56          0.79          0.85
   0.4283        0.4217        0.4150        0.4067        0.4000        0.3667        0.3467
    16.75         18.00         14.92         13.33         15.00         15.11         11.89
    12.42         12.08         10.58         10.67         10.00          8.67          7.89
----------------------------------------------------------------------------------------------

$ 372,382     $ 330,110     $ 300,450     $ 253,211     $ 218,172     $ 213,999     $ 197,917
   42,596        38,728        33,188        29,960        27,810        32,204        31,407
    3,822         3,418         3,298         3,979         4,438         4,402         4,189
   41,405        36,631        31,886        27,221        24,930        28,778        30,325
   15,315        13,060        12,057         9,944         8,941        10,095        11,008
   25,945        23,500        20,786        17,277        15,989        18,683        19,317
     --            --            --            --            --             297         1,200
     --            --             630          --          (2,370)         --            --
   25,945        23,500        21,416        17,277        13,619        18,980        20,475
   23,908        23,850        23,804        23,831        24,030        23,915        23,931
   24,217        24,205        24,030        24,076        24,346        23,988        24,145
----------------------------------------------------------------------------------------------

     11.4%         11.7%         11.0%         11.8%         12.7%         15.0%         15.9%
     11.1%         11.1%         10.6%         10.8%         11.4%         13.4%         15.3%
     37.0%         35.7%         37.8%         36.5%         35.9%         35.1%         36.3%
      7.0%          7.1%          6.9%          6.8%          7.3%          8.7%          9.8%
      7.0%          7.1%          7.1%          6.8%          6.2%          8.9%         10.3%
     10.6%         11.4%         11.2%          9.5%          7.6%         11.6%         14.0%
     18.8%         19.1%         19.4%         16.4%         13.4%         21.3%         26.0%
     36.7%         39.7%         43.0%         52.3%         65.8%         43.0%         37.6%
----------------------------------------------------------------------------------------------

$ 140,726     $ 133,286     $ 109,992     $  97,569     $ 105,067     $  87,322     $  83,988
   84,525        73,047        58,787        53,839        42,324        52,324        47,498
  267,019       245,697       206,928       191,657       181,660       179,337       164,294
   51,297        49,841        43,926        37,647        30,559        25,977        25,783
   43,449        41,860        25,090        32,650        38,534        45,406        44,363
  154,681       138,144       122,801       110,299       105,460       102,000        89,076
----------------------------------------------------------------------------------------------

     21.9%         23.3%         17.0%         22.8%         26.8%         30.8%         33.2%
$  89,429     $  83,445     $  66,066     $  59,922     $  74,508     $  61,345     $  58,205
      2.7           2.7           2.5           2.6           3.4           3.4           3.3
----------------------------------------------------------------------------------------------

$  26,675     $  21,092     $  25,670     $  20,727     $  23,456     $  19,012     $  25,109
  (18,934)      (29,044)       (1,159)          (74)       (7,737)      (15,848)       (9,689)
   (8,774)        7,226       (18,656)      (22,772)       (9,929)       (8,059)       (5,577)
     (964)         (684)        5,912        (2,197)        5,811        (4,895)        9,843
   22,230        14,471        12,119        10,776         8,290        10,804         9,685
   10,704         9,145         8,166         7,227         8,387         7,722         7,565
    9,512         9,330         9,201         9,036         8,958         8,165         7,708
    2,991         2,560         2,750         3,104         4,140         3,280         3,657
   11,230        11,939        10,194        10,059        11,200         9,693        10,811
   53,300        47,873        41,354        37,187        36,197        39,926        38,972
----------------------------------------------------------------------------------------------
</TABLE>

                                                                              27
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(X)
<SEQUENCE>13
<FILENAME>c59555ex13-ax.txt
<DESCRIPTION>FINANCIAL REVIEW
<TEXT>

<PAGE>   1
                                                               EXHIBIT 13(a)(x)

FINANCIAL REVIEW
--------------------------------------------------------------------------------
(Dollars in millions except per share data

CLARCOR's operating results for fiscal 2000 were at record levels for sales,
cash flow (EBITDA) and earnings. Fiscal 2000 included the full-year results from
three industrial filtration companies (hereafter, the Industrial Filtration
Acquisitions) that were acquired at the beginning of the fourth quarter 1999.
These acquisitions increased CLARCOR's sales and operating profit, and after
related interest and amortization expenses, also increased net earnings and
diluted earnings per share in fiscal 2000, one year earlier than originally
anticipated. Purchase accounting adjustments for the acquisitions were completed
in the fourth quarter of fiscal 2000 as described in Note B to the Consolidated
Financial Statements. The Company also made several smaller acquisitions in
fiscal 2000 that were not material to the Company's results of operations in
2000. The Industrial Filtration Acquisitions and other fiscal 2000 acquisitions
are included in the Industrial/Environmental Filtration segment.

The information presented in this financial review should be read in conjunction
with other financial information provided throughout this 2000 Annual Report.
The following discussion of operating results focuses on the Company's three
reportable business segments: Engine/Mobile Filtration, Industrial/
Environmental Filtration and Packaging. Fiscal 2000 was a fifty-three week year
for the Company and fiscal years 1999 and 1998 were fifty-two week years.

OPERATING RESULTS

SALES

Record net sales in fiscal 2000 of $652.1 million increased 36.5% from $477.9
million in fiscal 1999. Approximately $120 million of the increase from 1999 was
due to the sales from the Industrial Filtration Acquisitions for the first nine
months of fiscal 2000. In addition, each of the Company's segments reported
increased sales from fiscal 1999. As a result, the 2000 sales increase was the
14th consecutive year of sales growth for the Company. Total net sales grew
12.0% in 1999 over the 1998 level of $426.8 million; 1999 sales included the
Industrial Filtration Acquisitions for the fourth quarter only.

Comparative net sales information related to CLARCOR's operating segments is
shown in the tables below.


<TABLE>
<CAPTION>
                                                                     2000 VS. 1999
                                                                         CHANGE
                                                                     -------------
NET SALES                                   2000     % TOTAL    $          %
----------------------------------------------------------------------------------
<S>                                        <C>        <C>     <C>       <C>
ENGINE/MOBILE FILTRATION ...............   $259.8     39.9%   $ 21.1      8.8%
INDUSTRIAL/ENVIRONMENTAL FILTRATION ....    319.7     49.0%    144.8     82.8%
PACKAGING ..............................     72.6     11.1%      8.3     12.9%
                                           ---------------------------------------
   TOTAL ...............................   $652.1    100.0%   $174.2     36.5%
                                           =====================================
</TABLE>


<TABLE>
<CAPTION>
                                                                     1999 vs. 1998
                                                                         Change
                                                                     ------------
NET SALES                                   1999    % TOTAL     $           %
---------------------------------------------------------------------------------
<S>                                        <C>        <C>     <C>        <C>
Engine/Mobile Filtration ...............   $238.7     49.9%   $ 14.9       6.7%
Industrial/Environmental Filtration ....    174.9     36.6%     39.1      28.8%
Packaging ..............................     64.3     13.5%     (2.9)     -4.3%
                                           -------------------------------------
   Total ...............................   $477.9    100.0%   $ 51.1      12.0%
                                           =====================================
</TABLE>


The Engine/Mobile Filtration sales growth of 8.8% in 2000 from 1999 included
increases for heavy-duty, light-duty and railroad filter products from both
domestic and international markets. The segment's sales rose 6.7% in 1999 over
the 1998 level. Sales increased in 2000 and 1999 primarily from new product
introductions, additional OEM sales, and penetration into new domestic and
international distribution channels, primarily through sales to quick lube and
truck service centers, fleets and automotive parts buying groups. As a result,
unit volumes increased in 2000 and 1999 and price increases were mostly offset
by competitive discounts.

The Company's Industrial/Environmental Filtration segment recorded an 82.8%
increase in sales over 1999. Excluding acquisitions, the segment's sales
increased in 2000 approximately 11% over fiscal 1999. This sales increase
resulted from higher volumes for environmental air filtration products and
electrostatic air quality products. The segment recorded a 28.8% increase in
sales in 1999 over 1998. Excluding the Industrial Filtration Acquisitions, the
1999 sales increase over 1998 was less than 1%. Increased sales in 1999 for
environmental air filtration products were offset in part by reduced sales for
electrostatic air quality products. The additional growth in 2000 was
anticipated for this segment as a result of increased customer demand for
industrial and indoor air filtration products and from additional acquisitions,
including the acquisition of two small distributors in the first quarter 2000.

Sales for the Packaging segment increased 12.9% in fiscal 2000 from 1999
primarily as a result of increased demand for non-promotional metal packaging
products and flat sheet decorating. The segment's focus on non-promotional
packaging products includes metal closures for food and beverage containers,
wire spools, and film and battery cartridges. The Packaging segment's sales
decrease of 4.3% in 1999 was principally the result of lower promotional
container sales and was offset in part by increased sales of plastic closures
and containers. In fiscal 2001, the Packaging segment's sales are expected to
reflect a continued increase in metal packaging and increased revenue from a
settlement payment arising from the early termination of a supply and license
agreement by a customer.

OPERATING PROFIT

The Company reported its eighth consecutive year of growth in operating profit
for fiscal 2000 as operating profit increased 35.5% over 1999. Excluding the
Industrial Filtration Acquisitions, operating profit increased approximately $11
million or 19% over fiscal 1999. Operating margin was 11.7% of sales in both
fiscal 2000 and 1999 and reflects improved margins from 1999 for each of the
business segments. Due to the significant increase in sales and operating profit
from the Industrial/Environmental Filtration segment, the Company's overall
margin remained constant at 11.7% because of the lower margin from that segment
as compared to the Company's




                                                                               7
<PAGE>   2
FINANCIAL REVIEW
--------------------------------------------------------------------------------
(Dollars in millions except per share data)

other segments. The Company's operating profit increased 8.5% in 1999 over 1998.
Excluding the Industrial Filtration Acquisitions, operating profit increased
approximately 6% in 1999 from 1998. Operating margin of 11.7% of sales in 1999
was lower than the 1998 level of 12.1% primarily as a result of lower margins
from the Industrial/Environmental segment, due in part to the 1999 acquisitions.

Gross margin in 2000 of 30.4% was lower than the 31.1% in 1999 and 31.7% in 1998
primarily as a result of the Industrial Filtration Acquisitions. In both 2000
and 1999, cost reductions, improved manufacturing productivity and the
integration of acquired businesses positively impacted gross margin. These
profit improvements offset, in part, cost increases the Company experienced for
certain raw materials, competitive pricing pressure, and, particularly in fiscal
2000, energy and employee insurance costs. Selling and administrative expenses
increased to $122.3 million from $92.5 million in 1999 primarily due to the 1999
acquisitions and related amortization charges and also new product development
programs and sales activities. Selling and administrative expenses were $83.6
million in 1998, which included a $2.1 million charge related to an
uncollectible customer account. Although foreign currency fluctuations reduced
sales and operating profit in fiscal 2000, currency adjustments did not have a
material impact on consolidated operating profit in 2000, 1999 or 1998.

Comparative operating profit information related to the Company's business
segments is as follows.

                                                                 2000 VS. 1999
                                                                    CHANGE
                                                                 -------------
OPERATING PROFIT                           2000     % TOTAL       $         %
--------------------------------------------------------------------------------
ENGINE/MOBILE FILTRATION ..............    $49.2      64.7%     $ 5.6      12.8%
INDUSTRIAL/ENVIRONMENTAL FILTRATION ...     18.4      24.3%      13.3     260.0%
PACKAGING .............................      8.4      11.0%       1.0      13.9%
                                           -------------------------------------
   TOTAL ..............................    $76.0     100.0%     $19.9      35.5%
                                           =====================================

                                                                 1999 VS. 1998
                                                                    CHANGE
                                                                 --------------
OPERATING PROFIT                           1999     % TOTAL       $         %
--------------------------------------------------------------------------------
Engine/Mobile Filtration ..............    $43.6      77.7%     $ 4.6      11.8%
Industrial/Environmental Filtration ...      5.1       9.1%      (1.9)    -26.5%
Packaging .............................      7.4      13.2%       1.7      28.9%
                                           -------------------------------------
   Total ..............................    $56.1     100.0%     $ 4.4       8.5%
                                           =====================================

OPERATING MARGIN
AS A PERCENT OF NET SALES                  2000            1999            1998
--------------------------------------------------------------------------------
Engine/Mobile Filtration ..............     18.9%          18.3%           17.4%
Industrial/Environmental Filtration ...      5.8%           2.9%            5.1%
Packaging .............................     11.6%          11.5%            8.5%
                                           -------------------------------------
   Total ..............................     11.7%          11.7%           12.1%
                                           =====================================

Operating profit for the Engine/Mobile Filtration segment increased to $49.2
million in 2000 from $43.6 million in 1999, an increase of 12.8%. Operating
margin as a percent of sales improved to 18.9% from 18.3% in 1999 and 17.4% in
1998. In fiscal 2000, operating profit was negatively impacted by increased
energy, labor and raw material costs and was favorably impacted compared to 1999
by reduced legal costs. In addition, the segment's increase in operating profit
in both 2000 and 1999 resulted primarily from higher sales volumes, cost
reductions, and productivity improvements that more than offset competitive
pricing discounts and other cost increases. The segment's light- duty filter
manufacturing facility has continued to improve each year and in 2000 operated
at its highest levels of productivity since it was acquired in 1995.

The Industrial/Environmental Filtration segment's operating profit of $18.4
million in 2000 increased significantly from $5.1 million in 1999. Approximately
$9 million of the increase was due to the Industrial Filtration Acquisitions.
The remaining increase of $4.3 million, or an increase of approximately 90%, was
due to improvements in previously existing businesses. The increased profit in
these businesses reflected a significantly higher sales volume of industrial and
environmental air filtration products, improved manufacturing operations and
significant overhead and administrative cost reductions, many of which were
implemented beginning in fiscal 1999. These operating profit improvements in
2000 more than offset increased raw material, labor and energy costs and
start-up costs related to a new facility. The segment's 1999 operating profit of
$5.1 million was a decrease from the prior year level of $7.0 million. The 1999
operating profit included the fourth quarter 1999 acquisitions, but that
increase was more than offset by lower profit due to manufacturing
inefficiencies resulting from labor shortages and competitive pricing discounts.
During fiscal 2000 and 1999, production was moved between plants that resulted
in productivity improvements beginning in the fourth quarter of 1999. As a
result of increased customer demand, an additional manufacturing facility for
air filtration products began operations in Rockford, Illinois in August 2000
and early in fiscal 2001, another in Campbellsville, Kentucky.

The Packaging segment's operating profit in fiscal 2000 increased to $8.4
million from $7.4 million in 1999, a 13.9% increase. This increase resulted from
better capacity utilization, a significant increase in sales volume and reduced
discretionary spending. The segment's 1999 operating profit of $7.4 million
improved from $5.7 million in 1998. The segment's operating margin in 2000 was
11.6% and compares to 11.5% in 1999 and 8.5% in 1998. The 1998 level was reduced
principally due to a $2.1 million charge for the write-off of an uncollectible
customer account. Operating profit for the segment in fiscal 2001 will increase
due to a settlement payment arising from the early termination of a supply and
license agreement by a customer that is expected to more than offset reduced
profit due to the shift in sales to



8 CLARCOR
<PAGE>   3
--------------------------------------------------------------------------------

additional metal packaging products, reduced sales of plastic products and
start-up costs associated with the addition of new lithography equipment. This
equipment is expected to be fully operational by the third quarter of 2001 at
which time sales and profits are expected to improve. In addition, the segment's
operating profit will be reduced as a result of increased pension costs in 2001
of approximately $0.7 million due to the completion in fiscal 2000 of the
amortization of a gain on transition assets.

OTHER INCOME & EXPENSE

Net other expense totaled $12.5 million in 2000, $0.5 million in 1999 and $0.3
million in 1998. Interest expense increased in 2000 and 1999 due to the
additional borrowings in the fourth quarter of 1999 for the Industrial
Filtration Acquisitions. Interest expense totaled $11.5 million in 2000, $3.7
million in 1999 and $2.3 million in 1998. Interest income of $0.7 million in
2000 was reduced from $1.5 million in 1999 and $1.3 million in 1998 as a result
of lower average cash and short-term cash investment balances primarily due to
the use of cash for acquisitions in 1999. Currency losses increased to $1.2
million in 2000 from $0.1 million in 1999 primarily as a result of strengthening
European currency exchange rates against the U.S. dollar throughout fiscal 2000.
There were no significant gains or losses on the disposition of plant assets in
fiscal 2000; however, gains of $1.7 million in 1999 and $1.3 million in 1998
were primarily from the sale of a building in each of the years.

PROVISION FOR INCOME TAXES

The provision for income taxes in 2000 of $23.2 million resulted in an effective
tax rate of 36.5% which was just slightly higher than the effective tax rate of
36.2% in 1999. The effective rate was lower in 1999 than the rate of 37.5% in
1998 principally due to reduced state income taxes. The effective tax rate in
2001 is expected to be approximately the same rate as recorded in 2000.

NET EARNINGS AND EARNINGS PER SHARE

Net earnings were a record $40.2 million in 2000, or diluted earnings per share
of $1.64, compared to $35.4 million, or $1.46 per diluted share in 1999. Net
earnings and diluted earnings per share for fiscal 1999 included a gain from the
sale of a building of $1.1 million, or $0.04, respectively. Diluted average
shares outstanding for fiscal 2000 were 24,506,171 compared to 24,313,607 for
1999, an increase of 0.8%. Net earnings in 1999 of $35.4 million increased from
the 1998 level of $32.1 million, or $1.30 diluted earnings per share based on
24,648,623 diluted average shares outstanding.

FINANCIAL CONDITION

CORPORATE LIQUIDITY

The Consolidated Statements of Cash Flows are shown on page 15, and this
discussion of corporate liquidity should be read in conjunction with information
presented in those statements.

Cash and short-term cash investments decreased to $10.9 million at year-end 2000
from $14.7 million at year-end 1999. Cash provided by operating activities
totaled $54.1 million in 2000 compared to $38.6 million in 1999 and $42.3
million in 1998. Increased cash flow from net earnings, depreciation and
amortization in 2000 was used for investment in assets, net of liabilities,
which totaled $7.3 million. Accounts receivable and inventories increased during
2000 due to the higher level of business activity throughout the Company. Other
current assets and pension liabilities were reduced in 2000 as restricted trust
assets were used for the payment of nonqualified pension liabilities.
Depreciation and amortization increased in fiscal 2000 and 1999 primarily due to
the fourth quarter 1999 Industrial Filtration Acquisitions.

The Company used cash of $42.1 million for investing activities in 2000, $160.7
million in 1999 and $19.3 million in 1998. Cash used for the acquisition of
several small filtration businesses in 2000 totaled $12.7 million. In fiscal
1999, $142.7 million, net of cash acquired, was used for acquisitions, primarily
the Industrial Filtration Acquisitions. In 1998, cash of $8.0 million was
invested in several small acquisitions. Additions to plant assets in 2000
totaled $29.0 million and included payments on new state-of-the-art lithography
equipment, the purchase and refurbishment of a manufacturing building in
Campbellsville, Kentucky, and additional manufacturing capacity throughout the
Company. Additions to plant assets in 1999 increased to $21.8 million from $15.8
million in 1998 as a result of adding plant capacity and the completion of an
expansion to a manufacturing and distribution facility in Kearney, Nebraska.
Cash of $3.9 million and $2.5 million was received in 1999 and 1998,
respectively, from the disposition of plant assets, primarily from the sale of a
building in each year. In 1998, cash of $2.5 million was received as payment on
a note receivable.

Net cash used in financing activities totaled $15.9 million in 2000. The Company
borrowed a net additional $1.0 million against a revolving credit agreement
during 2000. Net cash provided by financing activities in fiscal 1999 totaled
$103.5 million and included $115.0 million in borrowings used for the Industrial
Filtration Acquisitions. During 2000, the Company did not repurchase any shares
under the remaining authorization of approximately 920,000 shares from the
December 1997 Board of Directors' approved stock repurchase plan. However, the
Company purchased 50,000 shares of CLARCOR common stock for $0.9 million in 1999
and 528,691 shares for $8.4 million in 1998. Dividend payments totaled $11.2
million, $10.8 million and $10.7 million in 2000, 1999 and 1998, respectively.
Payments on long-term debt were $7.0 million in 2000, $0.5 million in 1999 and
$2.7 million in 1998.

CLARCOR's current operations continue to generate cash and sufficient lines of
credit remain available to fund current operating needs, to pay dividends, to
provide for additions and
                                                                               9
<PAGE>   4

FINANCIAL REVIEW
--------------------------------------------------------------------------------
(Dollars in millions accept per share data)


the replacement of necessary plant facilities, and to service and repay
long-term debt. EBITDA cash flow, or operating profit before depreciation and
amortization, increased to $97.1 million in 2000 compared to $71.4 million in
1999. EBITDA is expected to increase to over $100.0 million in 2001 and capital
expenditures are expected to be approximately $25.0 million. Due to the
September 1999 Industrial Filtration Acquisitions, a $185.0 million
multicurrency revolving credit facility was established with several financial
institutions. Of the $185.0 million, a total of $116.0 million of the credit
facility had been used as of year-end 2000 and $10.8 million was outstanding for
letters of credit. Principal payments on long-term debt will be approximately
$5.5 million in 2001 based on scheduled payments in current debt agreements. No
payments are required in fiscal 2001 on the multicurrency revolving credit
facility and the Company is in compliance with restrictive covenants related to
the credit facility, as described in Note G to the Consolidated Financial
Statements. It is possible that business acquisitions or dispositions could be
made in the future that may require changes in the Company's debt and
capitalization.

CAPITAL RESOURCES

The Company's financial position at November 30, 2000 continued to be
sufficiently liquid to support current operations. Total assets increased to
$501.9 million at the end of fiscal 2000, an increase of 6.1% from the year-end
1999 level of $473.0 million. Total current assets increased to $230.5 million
from $227.7 million at year-end 1999 and total current liabilities increased to
$97.8 million from $97.5 million at year-end 1999. The current ratio was 2.4 at
year-end 2000 compared to 2.3 at year-end 1999. Accounts receivable and
inventories increased during fiscal 2000 as a result of the increase in business
and sales levels. Plant assets increased to $140.1 million as a result of
additional capacity additions made during the year. Acquired intangibles
increased to $101.9 million due to the acquisition of several filtration
businesses during fiscal 2000. Current liabilities include accruals for costs
related to litigation matters arising in the normal course of business. See Note
K in the Notes to Consolidated Financial Statements for further information on
these matters.

Long-term debt of $141.5 million at year-end 2000 included the borrowing against
the revolving credit facility, primarily for the Industrial Filtration
Acquisitions. Shareholders' equity increased to $242.1 million from $210.7
million at year-end 1999. The increase in shareholders' equity resulted
primarily from net earnings of $40.2 million offset by dividend payments of
$11.2 million, or $0.4625 per share. The Company issued 160,704 common shares
related to an acquisition in 2000 that increased shareholders' equity by $2.9
million. Long-term debt decreased to 36.9% of total capitalization at year-end
2000, compared to 40.9% at year-end 1999.

At November 30, 2000, CLARCOR had 24,381,307 shares of common stock outstanding
at $1.00 par value, compared to 24,019,722 shares outstanding at the end of
1999.

OTHER MATTERS

MARKET RISK

The Company's market risk is primarily the potential loss arising from adverse
changes in interest rates. The Company's long-term debt obligations are
primarily at variable LIBOR-associated rates and fixed interest rates and are
denominated in U.S. dollars. In order to minimize the long-term costs of
borrowing, the Company manages its interest rate risk by monitoring trends in
rates as a basis for determining whether to enter into fixed rate or variable
rate agreements. In addition, during fiscal 2000 the Company entered into
several interest rate agreements related to the revolving credit agreement as
described in Note G to the Consolidated Financial Statements. Market risk is
estimated as the potential change in fair value of the Company's long-term debt
obligations resulting from a hypothetical 1% increase in interest rates. A
hypothetical 1% increase in interest rates on the Company's variable rate
agreements would adversely affect fiscal 2001 net earnings and cash flows by
approximately $0.3 million and reduce the fair value of fixed rate long-term
debt, as measured at November 30, 2000, by approximately $4.6 million. Last
year, a hypothetical 1% increase in interest rates would have adversely affected
fiscal 2000's net earnings and cash flows by approximately $1.0 million and
reduced the fair value of fixed rate long-term debt by approximately $4.0
million.

The Company places its short-term cash investments in high grade, primarily
tax-exempt municipal securities. For the most part, the interest rates on these
investments are reset weekly and consequently, the cost of these securities
approximates market value.

Although the Company continues to evaluate derivative financial instruments,
including forwards, swaps and purchased options, to manage foreign currency
exchange rate changes, the Company did not hold derivatives for trading purposes
during 2000 or 1999. The company uses forward exchange contracts on a limited
basis to manage foreign currency exchange risk related to certain transactions,
primarily equipment purchases denominated in currencies other than U.S. dollars.
As a result of increased foreign sales and business activities, the Company will
continue to evaluate the use of derivative financial instruments to manage
foreign currency exchange rate changes in the future.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 requires the recognition of all
derivatives in the balance sheet as either an asset or a liability measured at
fair value. The statement also requires a company to recognize




10 CLARCOR
<PAGE>   5
--------------------------------------------------------------------------------

changes in the derivative's fair value currently in earnings unless it meets
specific hedge accounting criteria. The Company expects to adopt SFAS 133 in the
first quarter of fiscal year 2001. Management does not expect the adoption of
SFAS 133 to have a material impact on the Company's consolidated financial
statements. The fair market value of derivative agreements was a negative $1.2
million at year-end 2000.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements,"
related to revenue recognition under generally accepted accounting principles in
financial statements. The Company has performed a preliminary review of current
revenue recognition practices. Additional review will continue throughout fiscal
2001, as compliance with SAB 101 is required for the Company no later than at
the end of fiscal 2001. Until this review is complete there can be no final
determination of its impact on the Company's future revenue recognition
practices.

OUTLOOK

The Company's long-term objective continues to be to increase diluted earnings
per share by 10% to 15% per year. This objective was achieved in fiscal 2000 and
in 1999, and it remains the objective for fiscal 2001. The Company's Total
Filtration Program that was started in fiscal 2000 is expected to continually
add to sales levels in the Company's two filtration segments over the next
several years. The Total Filtration Program is expected to serve as an added
distribution channel for all of the Company's filtration products.

The Engine/Mobile Filtration segment is expected to continue to increase sales
and profit by providing outstanding customer service, introducing new products
and expanding marketing programs. The Industrial/Environmental Filtration
segment is expected to grow sales and profits as a result of continued expansion
of sales programs throughout various distribution channels and most importantly,
by continuing to achieve synergies and cost savings from integrating production
facilities and processes. This segment continues to have the most potential for
improved operating margins over the next few years although this continues to be
a highly competitive industry. The Packaging segment's focus on non-promotional
metal decorating sales is expected to increase utilization of both the new
lithography equipment and current capacity by the end of fiscal 2001. Due to
increased metal packaging sales and the settlement payment related to the early
termination of a customer agreement, overall sales and operating profit for the
segment are expected to be higher in fiscal 2001 than in 2000.

The Company will continue to implement cost reductions and productivity
improvements, although competitive pricing pressure, increases in raw material,
labor, health care and energy costs, and worldwide business conditions may
reduce the overall profit improvement. Capital investments will continue to be
made in each segment's facilities during 2001 to improve productivity and
support new product introductions. It is expected that the investments made in
fiscal 2000 and additional investments planned in 2001 for new manufacturing
facilities and production lines will become operational quickly and efficiently.
While the Company fully anticipates that sales and profits will improve as a
result of these efforts, the Company has made contingency plans to reduce
discretionary spending if industry and economic conditions change.

The Company continues to look at acquisition opportunities, primarily in related
filtration businesses. It is expected that these acquisitions would expand the
Company's market base, distribution coverage and product offerings. The Company
has established financial standards that will continue to be vigorously applied
in the review of all acquisition opportunities. Additionally, even though debt
was significantly increased in 1999 due to the Industrial Filtration
Acquisitions, the Company believes that it has sufficient additional borrowing
capacity to continue this acquisition program.

FORWARD-LOOKING STATEMENTS

Certain statements quoted in this Annual Report are forward-looking. These
statements involve risk and uncertainty. Actual future results and trends may
differ materially depending on a variety of factors including: the volume and
timing of orders received during the year; the mix of changes in distribution
channels through which the Company's products are sold; the timing and
acceptance of new products and product enhancements by the Company or its
competitors; changes in pricing, labor availability and related costs, product
life cycles, raw material costs, energy costs and purchasing patterns of
distributors and customers; competitive conditions in the industry; business
cycles affecting the markets in which the Company's products are sold; the
effectiveness of plant conversions, plant expansions and productivity
improvement programs; the management of both growth and acquisitions; the
fluctuation in foreign and U.S. currency exchange rates; the fluctuation in
interest rates, primarily LIBOR, which affect the cost of borrowing under the
revolving credit facility; extraordinary events such as litigation, acquisitions
or divestitures including related charges; and economic conditions generally or
in various geographic areas. All of the foregoing matters are difficult to
forecast. The future results of the Company may fluctuate as a result of these
and the other risk factors detailed from time to time in the Company's filings
with the Securities and Exchange Commission.

Due to the foregoing items, it is possible that, in the future, the Company's
operating results will be below the expectations of stock market analysts and
investors. In such event, the price of CLARCOR common stock could be materially
adversely affected.

                                                                              11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>14
<FILENAME>c59555ex21.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>

<PAGE>   1

                                                                      EXHIBIT 21

                           CLARCOR INC. SUBSIDIARIES

                            AS OF FEBRUARY 23, 2001

<TABLE>
<CAPTION>
                                                          JURISDICTION OF
                                                          INCORPORATION OR                    PERCENT OF
                 NAME                                       ORGANIZATION                      OWNERSHIP*
--------------------------------------                    ----------------                    ----------
<S>                                                       <C>                                 <C>
CLARCOR Consumer Products, Inc.                           Delaware                               100%
J.L. Clark, Inc.                                          Delaware                               100%
Clark Europe, Inc.                                        Delaware                               100%
CLARCOR Filtration Products, Inc.                         Delaware                               100%
Airguard Industries, Inc.                                 Kentucky                               100%
Airklean Engineering Pte. Ltd.                            Singapore                              100%
Airguard Asia Sdn. Bhd.                                   Malaysia                               100%
Purolator Products Air Filtration
  Company                                                 Delaware                               100%
Baldwin Filters, Inc.                                     Delaware                               100%
Baldwin Filters N.V.                                      Belgium                                100%
Baldwin Filters Limited                                   United Kingdom                         100%
Baldwin South Africa, Inc.                                Delaware                               100%
Baldwin-Unifil S.A.                                       South Africa                            80%
Hastings Filters, Inc.                                    Delaware                               100%
Hastings Filters Ltd. Canada                              Canada                                 100%
Baldwin Filters (Aust.) Pty. Limited                      Australia                              100%
Clark Filter, Inc.                                        Delaware                               100%
Filtros Baldwin de Mexico                                 Mexico                                  90%
Purolator Facet, Inc.                                     Delaware                               100%
Facet FCE S.A.R.L.                                        France                                 100%
Facet Iberica S.A.                                        Spain                                  100%
Facet Industrial B.V.                                     Netherlands                            100%
Facet Industrial U.K. Limited                             United Kingdom                         100%
Facet International S.A.                                  Switzerland                            100%
Facet Italiana, S.p.A.                                    Italy                                  100%
Facet USA Inc.                                            Delaware                               100%
Filter Products, Inc.                                     California                             100%
GS Costa Mesa, Inc.                                       Delaware                               100%
Purolator Filter GmbH                                     Germany                                100%
United Air Specialists, Inc.                              Ohio                                   100%
United Air Specialists (U.K.) Ltd.                        United Kingdom                         100%
CLARCOR International, Inc.                               Delaware                               100%
Baldwin-Weifang Filters Ltd.                              China                                   75%
CLARCOR Foreign Sales Corporation                         Barbados                               100%
CLARCOR Trading Company                                   Delaware                               100%
</TABLE>

------------------------------
* Direct or indirect
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>15
<FILENAME>c59555ex23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>

<PAGE>   1

                                                                      EXHIBIT 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in each Registration
Statement on Form S-8 (file numbers 33-5456, 33-38590, 33-39374, 33-53763 and
33-53899) of CLARCOR Inc. and Subsidiaries of our report dated January 8, 2001
relating to the consolidated financial statements, which appears in the Annual
Report to Shareholders, which is incorporated by reference in this Annual Report
on Form 10-K. We also consent to the incorporation by reference of our report
dated January 8, 2001 relating to the financial statement schedule, which
appears in this Form 10-K.

                                         /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
February 23, 2001
</TEXT>
</DOCUMENT>
</SUBMISSION>
