AGREEMENT by and between CLARCOR Inc., a Delaware corporation (the "Corporation") and Michael J.
Tilton (the "Executive") dated as of September 23, 1998.
WHEREAS, Executive currently serves as Executive Vice President - Engine- /Mobile Filtration of the
WHEREAS, the Corporation desires to enter into this Agreement to assure the benefits of the Executive's future
services to the Corporation, and Executive is willing to commit to render such services, upon the terms and
conditions set forth below.
It is therefore mutually agreed as follows:
1. Employment. The Corporation agrees to employ Executive as Executive Vice President - Engine/Mobile
Filtration and Executive agrees to serve the Corporation in such capacities, upon the terms and conditions and for
the period of employment hereinafter set forth. Throughout the Employment Period (as defined below), subject to
the supervision of the Board of Directors (the "Board"), the Chief Executive Officer and the Chief Operating
Officer of the Corporation, Executive shall exercise such authority and perform such duties as are commensurate
with the authority being exercised and the duties being performed by Executive immediately preceding the date of
this Agreement. Throughout the Employment Period, unless otherwise agreed in writing by Executive and the
Corporation, the Corporation shall neither demote Executive nor assign to Executive any duties or responsibilities
that are inconsistent with his position, duties, responsibilities and status as Executive Vice President -
During the Employment Period, and excluding any periods of vacation leave to which Executive is entitled,
Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs
of the Corporation and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder,
to use Executive's reasonable best efforts to perform faithfully an