CARLISLE COMPANIES INC, DEF 14A, 1998-03-09

CARLISLE COMPANIES INC
DEF 14A, 1998-03-09
FABRICATED RUBBER PRODUCTS, NEC

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CARLISLE COMPANIES INCORPORATED
250 SOUTH CLINTON STREET, SUITE 201
SYRACUSE, NEW YORK 13202-1258
(315) 474-2500

---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------

The 1998 Annual Meeting of Shareholders of Carlisle Companies Incorporated
(the "Company") will be held at the offices of the Company, 250 South Clinton
Street, Suite 201, Syracuse, New York on Monday, April 20, 1998, at 12:00 Noon
for the following purposes:

1. To elect three (3) Directors;

2. To act upon a proposal to amend the Company's Executive Incentive
Program to increase the number of shares of Common Stock authorized
for issuance under the Stock Option Plan from 1,000,000 shares to
1,600,000 shares;

3. To transact any other business properly brought before the meeting.

Only shareholders of record at the close of business on February 24, 1998
will be entitled to vote whether or not they have transferred their stock since
that date.

SHAREHOLDERS ARE URGED TO FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE.

By Order of the Board of Directors

STEVEN J. FORD
Secretary

Syracuse, New York
March 9, 1998
<PAGE>
PROXY STATEMENT

GENERAL

THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The cost of proxy
solicitation will be borne by the Company. In addition to the solicitation of
proxies by use of the mails, officers and regular employees of the Company may
devote part of their time to solicitation by facsimile, telephone or personal
calls. Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to
beneficial owners and for reimbursement of their out-of-pocket and clerical
expenses incurred in connection therewith. Proxies may be revoked at any time
prior to voting. See "Voting by Proxy and Confirmation of Beneficial Ownership"
beginning on page 16.

The mailing address of the principal executive offices of the Company is
Carlisle Companies Incorporated, 250 South Clinton Street, Suite 201, Syracuse,
New York 13202-1258. The Company intends to mail this Proxy Statement and the
enclosed Proxy, together with the 1997 Annual Report, on or about March 9, 1998.
Upon written request mailed to the attention of the Secretary of the Company, at
the address set forth above, the Company will provide without charge a copy of
its 1997 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.

VOTING SECURITIES

At the close of business on December 31, 1997, the Company had outstanding
30,158,709 shares of Common Stock of which 30,152,049 shares are entitled to
vote. The remaining 6,660 shares are not entitled to vote until the holders of
Carlisle Corporation common stock certificates exchange their certificates for
certificates issued by the Company. The exchange is governed by an Agreement of
Merger, dated March 7, 1986, which was approved by shareholders of Carlisle
Corporation and became effective on May 30, 1986. Shares of the Company's Common
Stock issued pursuant to the exchange before the February 24, 1998 record date
will be entitled to vote at the Annual Meeting.

The Company's Restated Certificate of Incorporation provides that each
person who received his or her Common Stock in connection with the Merger is
entitled to five votes per share. Persons acquiring shares of the Company after
May 30, 1986 (the effective date of the Merger) are entitled to one vote per
share until the shares have been beneficially owned (as defined in the Restated
Certificate of Incorporation) for a continuous period of four years. Following
continuous ownership for a period of four years, the shares are entitled to five
votes per share. The actual voting power of each holder of Common Stock will be
based on shareholder records at the time of the Annual Meeting. See "Voting by
Proxy and Confirmation of Beneficial Ownership" beginning on page 16. In
addition, holders of shares issued from the treasury, other than for the
exercise of stock options, before the close of business on February 24, 1998
(the record date for determining shareholders entitled to vote at the Annual
Meeting) will be entitled to five votes per share unless the Board of Directors
determines otherwise at the time of authorizing such issuance.

SECURITY OWNERSHIP

A. BENEFICIAL OWNERS

The following table provides certain information as of January 31, 1998 with
respect to any person who is known to the Company to be the beneficial owner of
more than five percent (5%) of the Company's Common Stock, the only class of
voting securities. As defined in Securities and Exchange Commission Rule 13d-3,
"beneficial ownership" means essentially that a person has or shares voting or
investment
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decision power over shares. It does not necessarily mean that the person enjoys
any economic benefit from those shares.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE
- -------------------------------------------------------------------------- ----------------- -------------
<S> <C> <C>
Ms. Magalen O. Bryant..................................................... 1,598,125(a)(b) 5.30
c/o Carlisle Companies Incorporated
250 S. Clinton St., Ste. 201
Syracuse, NY 13202

Mr. George L. Ohrstrom, Jr................................................ 1,652,679(b) (i) 5.48
c/o Carlisle Companies Incorporated
250 S. Clinton St., Ste. 201
Syracuse, NY 13202
</TABLE>

B. NOMINEES, DIRECTORS AND OFFICERS

The following table provides information as of January 31, 1998, as reported
to the Company by the persons and members of the group listed, as to the number
of shares and the percentage of the Company's Common Stock beneficially owned
by: (i) each Director, nominee and executive officer named in the Summary
Compensation Table on page 7; and (ii) all Directors, nominees and current
executive officers of the Company as a group.

<TABLE>
<CAPTION>
NAME OF DIRECTOR/EXECUTIVE OR
NUMBER OF PERSONS IN GROUP NUMBER OF SHARES PERCENTAGE
- ---------------------------------------------------------------- ----------------- ----------------
<S> <C> <C>
Magalen O. Bryant............................................... 1,598,125(a)(b) 5.30
Donald G. Calder................................................ 20,533(c) 0.07
Paul J. Choquette, Jr........................................... 3,687(j) less than .01
Henry J. Forrest................................................ 4,385 less than .01
Dennis J. Hall.................................................. 412,985(g)(h) 1.35
Peter L.A. Jamieson............................................. 500 less than .01
Peter F. Krogh.................................................. 1,327 less than .01
Stephen P. Munn................................................. 1,101,714(d) (h) 3.52
George L. Ohrstrom, Jr.......................................... 1,652,679(b) (i) 5.48
Eriberto R. Scocimara........................................... 10,717(f) 0.04
Scott C. Selbach................................................ 95,968(g)(h) 0.32
Robert J. Ryan, Jr.............................................. 34,995(g)(h) 0.12
Steven J. Ford.................................................. 38,778(g)(h) 0.13
John W. Altmeyer................................................ 83,122(g)(h) 0.27
14 Directors and current executive officers as a group.......... 4,164,923(g)(h) 13.39
</TABLE>

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(a) Includes 567,392 shares (1.82%) held by a trust for the benefit of Mrs.
Bryant's children as to which Mrs. Bryant is a trustee. Ms. Bryant disclaims
beneficial ownership of these shares.

(b) Includes 403,200 shares (1.30%) held by the Ohrstrom Foundation, of which
Mrs. Bryant and Mr. Ohrstrom are co-trustees. Each disclaims beneficial
ownership of these shares.

(c) Includes 2,000 shares held by Mr. Calder's wife, 2,600 shares held by Mr.
Calder's wife as custodian for the benefit of their two children and 2,000
shares held by Mr. Calder's adult child living at home. Mr. Calder disclaims
beneficial ownership of these shares.

(d) Includes 5,200 shares held by Mr. Munn's wife. Mr. Munn disclaims beneficial
ownership of these shares.

2
<PAGE>
(e) Includes 491,392 shares (1.58%) held by a trust for the benefit of Mr.
Ohrstrom's children as to which Mr. Ohrstrom and Mr. Munn are co-trustees.
Each disclaims beneficial ownership of these shares.

(f) Includes 2,000 shares held by Mr. Scocimara's wife. Mr. Scocimara disclaims
beneficial ownership of these shares.

(g) Includes shares allocated to the accounts of the following named officers
participating in the Company's Employee Incentive Savings Plan; Mr. Munn,
3,980 shares; Mr. Hall, 3,785 shares; Mr. Selbach, 3,370 shares; Mr. Ryan,
195 shares; Mr. Ford, 245 shares; and Mr. Altmeyer, 2,622 shares. Each
participant in the Plan has the right to direct the voting of shares
allocated to his account. Shares are held by the trustee of the Employee
Incentive Savings Plan in a commingled trust fund with beneficial interest
allocated to each participant's account.

(h) Includes shares which the following named officers and other executive
officers have the right to acquire within 60 days through the exercise of
stock options issued by the Company; Mr. Munn, 386,666 shares; Mr. Hall,
350,000 shares; Mr. Selbach, 71,333 shares; Mr. Ryan, 32,000 shares; Mr.
Ford, 37,000 shares; and Mr. Altmeyer, 61,000 shares. Shares issued from the
treasury of the Company pursuant to the exercise of stock options have one
vote per share until the stock issued upon exercise of the options has been
held for a continuous period of four years.

(i) Includes 8,800 shares (less than .01%) held by various trusts for the
benefit of Mr. Ohrstrom's children as to which Mr. Ohrstrom is a co-trustee.
Mr. Ohrstrom disclaims beneficial ownership of these shares.

(j) Includes 200 shares held by Mr. Choquette's wife. Mr. Choquette disclaims
beneficial ownership of these shares.

BOARD OF DIRECTORS

A. ELECTION OF DIRECTORS

The Company's Certificate of Incorporation provides for a classified Board
of Directors under which the Board is divided into three classes of Directors,
each class as nearly equal in number as possible.

At the Annual Meeting three (3) Directors are to be elected. The Directors
will be elected to serve for a three-year term until the 2001 Annual Meeting and
until their successors are elected and qualified. Directors will be elected by a
plurality of the votes cast. Only votes cast for a nominee will be counted,
except that the accompanying Proxy will be voted for the three nominees in the
absence of instructions to the contrary. Abstentions, broker non-votes, and
instruction on the accompanying Proxy to withhold authority to vote for one or
more of the nominees will result in the respective nominees receiving fewer
votes. For voting purposes, proxies requiring confirmation of the date of
beneficial ownership received by the Board of Directors with such confirmation
not completed so as to show which shares beneficially owned by the shareholder
are entitled to five votes for each share will be voted with one vote for each
share. (See "Voting by Proxy and Confirmation of Beneficial Ownership" beginning
on page 16.) In the event any nominee is unable to serve (an event management
does not anticipate), the Proxy will be voted for a substitute nominee selected
by the Board of Directors.

3
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NOMINEES FOR ELECTION

The following table sets forth certain information relating to each nominee,
as furnished to the Company by the nominee. Except as otherwise indicated, each
nominee has had the same principal occupation or employment during the past five
years.

<TABLE>
<CAPTION>
POSITIONS WITH COMPANY,
PRINCIPAL OCCUPATION, AND PERIOD OF SERVICE
NAME AGE OTHER DIRECTORSHIPS AS DIRECTOR(A)
- ------------------------------------ --- ------------------------------------------------ -------------------
<S> <C> <C> <C>

Donald G. Calder.................... 60 President of G.L. Ohrstrom & Co., Inc., a December, 1984
private investment firm. Chairman of the Board to date
and Chief Executive Officer of Harrow
Industries, Inc. Director of Central Securities
Corporation, Roper Industries, Inc., and
Brown-Forman Corporation. Member of Executive
and Audit Committees of the Company.

Dennis J. Hall...................... 56 President, since February, 1995, and Executive February, 1995
Vice President, Treasurer and Chief Financial to date
Officer, from August, 1989 to February 1995, of
the Company.

Eriberto R. Scocimara............... 62 President and Director of Hungarian-American July, 1970
Enterprise Fund. President, 1991-1992, to date
LCS--America, Inc. Director of Quaker Fabric
Corporation, Roper Industries, Inc., Harrow
Industries, Inc. and Euronet Services, Inc.
Member of Executive and Compensation Committees
and Chairman of Pension & Benefits Committee of
the Company.
</TABLE>

DIRECTORS WITH UNEXPIRED TERMS

The following table sets forth certain information relating to each Director
whose term has not expired, as furnished to the Company by the Director. Except
as otherwise indicated, each Director has had the same principal occupation or
employment during the past five years.

Magalen O. Bryant(b)................ 69 Investor in various corporations. Director of April, 1978
Dover Corporation and O'Sullivan Corporation. to date
Member of the Compensation and Pension &
Benefits Committees of the Company.

Paul J. Choquette, Jr............... 59 President of Gilbane Building Company. Chairman April, 1991
of Gilbane Properties, Inc., a real estate to date
development and management company. Director of
Fleet Financial Group, Inc. and Eastern
Utilities Associates. Member of Executive and
Pension & Benefits Committees of the Company.
</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
POSITIONS WITH COMPANY,
PRINCIPAL OCCUPATION, AND PERIOD OF SERVICE
NAME AGE OTHER DIRECTORSHIPS AS DIRECTOR(A)
- ------------------------------------ --- ------------------------------------------------ -------------------
<S> <C> <C> <C>
Henry J. Forrest.................... 64 Past Director, President and Chief Operating August, 1993
Officer of Inter-City Products Corporation, a to date
manufacturer of air conditioning products.
Chairman of Audit Committee of the Company.

Peter L.A. Jamieson................. 59 Deputy Chairman of Robert Fleming Holdings January, 1996
Limited, a United Kingdom investment banking to date
firm. Chairman of Robert Fleming & Co. Ltd.
Director of Jardine Strategic Holdings Ltd.
Member of Audit and Pension & Benefits
Committees of the Company.

Peter F. Krogh...................... 61 Dean Emeritus and Distinguished Professor, May, 1995
School of Foreign Service, Georgetown to date
University. Trustee, Winthrop Focus Funds-Wood,
Struthers and Winthrop Management Co. Member of
Audit and Pension & Benefits Committees of the
Company.

Stephen P. Munn..................... 55 Chief Executive Officer, since September, 1988, September, 1988
Chairman of the Board, since January, 1994, and to date
President from September, 1988 to February,
1995, of the Company. Director of O'Sullivan
Corporation and various mutual funds managed by
Prudential Mutual Funds Management, Inc. Member
of Executive Committee of the Company.

George L. Ohrstrom, Jr.(b).......... 70 Chairman, Chief Executive Officer and principal April, 1963
of G.L. Ohrstrom & Co., Inc., a private to date
investment firm. Director of Roper Industries,
Inc. and Harrow Industries, Inc. Chairman of
Executive and Compensation Committees of the
Company.
</TABLE>

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(a) Information reported includes service as a director of Carlisle Corporation,
the Company's predecessor.

(b) Mrs. Bryant and Mr. Ohrstrom are related to one another as sister and
brother.

B. MEETINGS OF THE BOARD AND CERTAIN COMMITTEES; REMUNERATION OF DIRECTORS

During 1997, the Board of Directors of the Company held seven (7) meetings.
The annual fee paid to each Director who is not a member of management is
$20,000. Each non-management Director may elect to receive the entire annual fee
in cash or one-half of the fee in cash and the other half in shares of Common
Stock of the Company with a market value equal to that amount. The fee paid to
non-management Directors for each Board meeting attended is $750.

The Board has standing Executive, Audit, Compensation and Pension and
Benefits Committees.

The Executive Committee has the authority to exercise all powers of the
Board of Directors between regularly scheduled Board meetings. During 1997, the
Executive Committee met once. Each member of

5
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the Executive Committee (other than Mr. Munn, the Company's Chief Executive
Officer) receives an annual fee of $15,000; the Chairman of the Committee
receives an additional annual fee of $8,000. In addition, each non-management
member receives $300 for each meeting attended.

The functions of the Audit Committee consist of annually recommending to the
Board of Directors the appointment of independent auditors; reviewing with the
auditors the plan and results of the auditing engagement; reviewing the scope
and results of the Company's procedures for internal auditing; and reviewing the
adequacy of the Company's system of internal accounting controls. During 1997,
the Audit Committee held three (3) meetings. Each member of the Audit Committee
receives an annual fee of $1,000 and a fee of $300 for each meeting attended.
The Chairman of the Committee receives an additional annual fee of $5,000.

The Compensation Committee administers the Company's incentive programs and
decides upon annual salary adjustments and discretionary bonuses for various
employees of the Company. During 1997, the Compensation Committee met once. Each
member of the Compensation Committee receives an annual fee of $1,000 and a fee
of $300 for each meeting attended. The Chairman of the Committee receives an
additional annual fee of $3,000.

The Pension and Benefits Committee monitors the performance of the Company's
pension and benefits programs and implements changes recommended by the Board.
During 1997, the Pension and Benefits Committee met twice. Each member of the
Pension and Benefits Committee receives an annual fee of $1,000 and a fee of
$300 for each meeting attended. The Chairman of the Committee receives an
additional annual fee of $3,000.

Occasionally Directors are asked to serve on special committees and are
typically paid $300 for each meeting attended or $1,000 for a visit to a plant
site which may require an overnight stay.

For 1997, all Directors attended at least 75% of the aggregate of (i) the
total number of Board of Directors meetings which he or she was eligible to
attend and (ii) all meetings of Committees of the Board on which the Director
served.

Each Director who is not a member of management is a participant in a
Director Retirement Program. Each such Director who has attained five years of
service on the Board as a non-employee from the date of his or her election to
the Board is eligible to receive retirement benefits under the Program. Upon
retirement from the Board, each eligible Director will receive monthly payments
equal to 1/12 (one-twelfth) the annual fee paid to Directors (cash and stock) in
effect on the date of retirement. The Program payments continue for the number
of years equal to the Director's years of service on the Board; or until the
death of the Director, whichever occurs first. In the event a retired Director
receiving payments dies before receiving his or her full benefit; the Director's
surviving spouse will receive the remaining benefits until the spouse's death or
the benefit is completed, whichever occurs first. As of December 31, 1997, Mr.
E. Douglas Kenna, Mrs. Allen Ohrstrom (surviving spouse of Mr. Ricard R.
Ohrstrom), Mr. Erskine H. White, Jr. and Mr. David G. Thomas were eligible to
receive benefits under the Program.

C. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and Directors, and persons who beneficially own more than ten
percent (10%) of the Company's equity securities, to file reports of security
ownership and changes in such ownership with the Securities and Exchange
Commission (the "SEC"). Executive officers, Directors and greater than
ten-percent beneficial owners also are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based upon a
review of copies of such forms and written representations from its executive
officers and Directors, the Company believes that all Section 16(a) filing
requirements were complied with on a timely basis during and for 1997, except
that a Form 4 was filed after its due date (i) reporting an open market purchase
of 100 shares of common stock by Mr. Krogh and (ii) reporting an open market
purchase

6
<PAGE>
of 200 shares of common stock by Mr. Choquette's wife. Mr. Choquette disclaims
beneficial ownership of these shares.

COMPENSATION OF EXECUTIVE OFFICERS

A. SUMMARY COMPENSATION TABLE

The following table discloses compensation received during the three fiscal
years ended December 31, 1995-1997 by Mr. Munn, the Company's Chief Executive
Officer, and by each of the four remaining most highly paid executive officers
who were serving as executive officers at the end of 1997:

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION(1) -------------
SECURITIES
NAME AND ---------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)(3) COMPENSATION($)(2)
- ------------------------------------------- --------- ---------- ---------- ------------- ------------------
<S> <C> <C> <C> <C> <C>

Stephen P. Munn............................ 1997 $ 600,000 $ 600,000 100,000 $ 6,333
Chairman and Chief Executive Officer 1996 540,000 500,000 100,000 6,000
1995 525,000 400,000 120,000 6,000

Dennis J. Hall............................. 1997 $ 348,000 $ 245,000 30,000 $ 6,333
President 1996 331,000 232,000 60,000 6,000
1995 315,000 226,000 60,000 6,000

Scott C. Selbach(4)........................ 1997 $ 177,000 $ 123,000 8,000 $ 265,947(7)
Vice President, Corporate Development 1996 1995 168,300 110,000 16,000 84,855(8)
158,500 100,000 20,000 28,000(8)

Robert J. Ryan, Jr.(5)..................... 1997 $ 142,000 $ 100,000 12,000 $ 6,333
Vice President, Treasurer and 1996 140,000 95,000 24,000 0
Chief Financial Officer

Steven J. Ford(6).......................... 1997 $ 147,000 $ 103,000 9,000 $ 6,333
Vice President, Secretary and General 1996 140,000 98,000 16,000 1,400
Counsel 1995 61,875 45,000 15,000 0

John W. Altmeyer(9)........................ 1997 $ 170,208 $ 120,000 9,000 $ 106,191(10)
Formerly Vice President, 1996 137,500 97,000 16,000 6,000
Corporate Development 1995 118,167 75,000 15,000 6,000
</TABLE>

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(1) Includes amounts earned in fiscal year.

(2) For the executive officers other than Messrs. Selbach and Altmeyer, includes
only vested and non-vested contributions to the Company 401(k) plan.

(3) Common Stock of the Company. Amounts shown for 1995 and 1996 reflect
adjustments for the two-for-one stock split on January 15, 1997.

(4) Mr. Selbach was appointed Vice President, Corporate Development on July 15,
1997.

(5) Mr. Ryan was hired as Vice President, Treasurer and Chief Financial Officer
in January 1996.

(6) Mr. Ford was hired as Vice President, Secretary and General Counsel in July
1995.

(7) Includes $6,333 for vested contribution to the Company 401(k) plan and
non-reoccurring payments and reimbursements totaling $259,614 attributable
to overseas assignment and relocation.

7
<PAGE>
(8) Includes $6,000 for vested contribution to the Company 401(k) plan for each
of 1996 and 1995, and includes a payment of $78,855 in 1996 and a payment of
$22,000 in 1995 for cost of living adjustment attributable to overseas
assignment.

(9) Mr. Altmeyer is listed because he served as an executive officer of the
Company during a portion of the 1997 fiscal year.

(10) Includes $6,333 for vested contribution to the Company 401(k) plan and a
non-reoccurring payment of $99,858 for relocation expenses.

B. STOCK OPTION GRANTS IN 1997

The following table discloses information on stock option grants in fiscal
1997 to the named executive officers and the potential stock price appreciation
to all shareholders and all optionees and restricted share recipients assuming
the rates of appreciation set forth below.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------- POTENTIAL PRE-TAX(2)
NUMBER OF % OF TOTAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES
UNDERLYING GRANTED TO OF STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES IN EXERCISE FOR OPTION TERM
GRANTED FISCAL PRICE EXPIRATION ------------------------------
NAME (#) YEAR ($/SH) DATE(1) 5% 10%
- --------------------------------------- ----------- --------------- ----------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Stephen P. Munn........................ 100,000 46.7 $ 29.50 2/4/07 $ 1,858,500 $ 4,690,500
Dennis J. Hall......................... 30,000 14.0 29.50 2/4/07 557,550 1,407,150
Scott C. Selbach....................... 8,000 3.7 29.50 2/4/07 148,680 375,240
Robert J. Ryan, Jr..................... 12,000 5.6 29.50 2/4/07 223,020 562,860
Steven J. Ford......................... 9,000 4.2 29.50 2/4/07 167,265 422,145
John W. Altmeyer....................... 9,000 4.2 29.50 2/4/07 167,265 422,145
All Optionees and Restricted Share
Recipients as a Group(3)............. 4,315,365 10,891,161
All Shareholders as a Group(3)......... 560,499,607 1,414,594,246
</TABLE>

- ------------------------

(1) Options are exercisable, 33.3% on 2/5/97, an additional 33.3% on 2/5/98 and
the balance on 2/5/99 and thereafter, cumulatively, through the expiration
date. In addition, the options are immediately exercisable upon a Change in
Control (as defined on page 9).

(2) Prior to applicable federal, state and other taxes.

(3) Under the Company's Executive Incentive Program, certain employees of the
Company's operating divisions and subsidiaries who are not named in the
Summary Compensation Table are eligible to receive stock options and shares
of restricted stock of the Company. Separate rows are added to the table for
recipients of all equity based Company compensation as a group and for all
shareholders as a group to illustrate the potential stock price appreciation
to all shareholders.

8
<PAGE>
C. AGGREGATED OPTION EXERCISES IN 1997 AND YEAR END VALUES

The following table discloses information on stock option exercises in
fiscal 1997 by the named executive officers and the value of each officers'
unexercised stock options on December 31, 1997.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES PRE-TAX(1) VALUE OF
SHARES PRE-TAX(1) UNDERLYING UNEXERCISED UNEXERCISED,
ACQUIRED ON VALUE OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
NAME EXERCISE(#) REALIZED($)(2) YEAR END (#) FISCAL YEAR ENDS($)(3)
- ---------------------------------------- ----------- ------------- -------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
Stephen P. Munn......................... 200,000 $ 4,512,500 320,000 100,000 $ 7,568,883 $ 1,645,817
Dennis J. Hall.......................... 0 0 320,000 40,000 9,056,700 722,500
Scott C. Selbach........................ 0 0 63,331 10,669 1,687,246 192,694
Robert J. Ryan, Jr...................... 0 0 20,000 16,000 419,000 289,000
Steven J. Ford.......................... 0 0 28,667 11,333 630,633 201,492
John W. Altmeyer........................ 0 0 52,667 11,333 1,366,653 201,492
</TABLE>

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(1) Prior to applicable federal, state and other taxes.

(2) Value realized is calculated by subtracting the exercise price from the fair
market value of Company stock on the date of exercise.

(3) Total value of options is calculated by subtracting the exercise price from
the fair market value of Company stock of $42.75 (the closing price of the
stock on December 31, 1997).

D. PENSION PLAN

The pension plans of the Company and its subsidiaries provide defined
benefits including a cash balance formula whereby participants accumulate a cash
balance benefit based upon a percentage of compensation allocation made annually
to the participants' cash balance accounts. The allocation percentage ranges
from 2% to 7% and is determined on the basis of each participant's years of
service. The cash balance account is further credited with interest annually.
The interest credit is based on the One Year Treasury Constant Maturities as
published in the Federal Reserve Statistical Release over the one year period
ending on the December 31st immediately preceding the applicable plan year. The
interest rate for the plan year ending December 31, 1997 was 6.47%. Compensation
covered by the pension plan of the Company and its subsidiaries includes total
cash remuneration in the form of salaries and bonuses, including amounts
deferred under Section 401(k) and 125 of the Internal Revenue Code of 1986, as
amended.

The annual annuity benefit payable starting at normal retirement age (age 65
with five years of service) as accrued through December 31, 1997 under the
pension plans of the Company and its subsidiaries for the executives named in
the Summary Compensation table were as follows: Mr. Munn, $85,716; Mr. Hall,
$44,871; Mr. Selbach, $24,844; Mr. Ryan, $1,619; Mr. Ford, $5,259; and Mr.
Altmeyer, $17,417.

As of December 31, 1997, the full years of credited service under the plans
for each of the following individuals were as follows: Mr. Munn, 8 years; Mr.
Hall, 7 years; Mr. Ryan, 1 year; Mr. Selbach, 7 years; Mr. Ford, 1 year; and
John W. Altmeyer, 7 years.

E. COMPENSATORY ARRANGEMENTS AND RELATED TRANSACTIONS

The Company has outstanding agreements with certain executive employees of
the Company selected by the Board of Directors, which agreements provide that
the individuals will not, in the event of the commencement of steps to effect a
Change of Control (defined generally as an acquisition of 20% or more of the
outstanding voting shares or a change in a majority of the Board of Directors),
voluntarily leave the

9
<PAGE>
employ of the Company until a third person has terminated his or its efforts to
effect a Change of Control or until a Change of Control has occurred.

In the event of a termination of the individual's employment within three
(3) years of a Change in Control, the executive is entitled to three years'
compensation, including bonus, retirement benefits equal to the benefits he
would have received had he completed three additional years of employment,
continuation of all life, accident, health, savings, and other fringe benefits
for three years, and relocation assistance.

At any time prior to a Change of Control, the Board of Directors of the
Company may amend, modify or terminate any such agreement. The Board of
Directors may also, at any time, terminate an agreement with respect to any
executive employee who is affiliated with any group seeking or accomplishing a
Change of Control. Messrs. Munn, Hall, Ryan, Selbach, Ford and Altmeyer are each
a party to such an agreement.

F. PERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total
returns, assuming reinvestment of dividends, for the Company, the S&P 500
Composite Index and the Russell 2000 Index.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CARLISLE S&P 500 RUSSELL 2000
<S> <C> <C> <C>
1991 100 100 100
1992 117.72 107.73 118.42
1993 172.96 118.49 140.79
1994 191.52 120.04 138.23
1995 218.67 165.02 177.55
1996 334.01 202.82 207.44
</TABLE>

The following table shows how a $100 investment in Carlisle has grown over
the five-year period ending December 31, 1997 as compared to a $100 investment
in the S&P 500 Composite Index and the Russell 2000 Index. The table assumes
reinvestment of all dividends.

<TABLE>
<CAPTION>
RUSSELL
DATE CARLISLE S&P 500 2000
- --------- --------- --------- -----------
<S> <C> <C> <C>
1992 $ 100.00 $ 100.00 $ 100.00
1993 146.93 109.99 118.89
1994 162.69 111.43 116.73
1995 185.75 153.18 149.94
1996 283.74 188.26 175.18
1997 406.68 250.96 216.54
</TABLE>

10
<PAGE>
G. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The policies of the Compensation Committee of the Board of Directors of the
Company are highly performance-related and are intended to motivate and reward
individual performance that contributes to the attainment of the operational,
financial and strategic goals set by management to build shareholder value.

Executive officers of the Company receive an annual base salary and are
eligible for grants of stock options and performance-based cash bonuses. The
Compensation Committee evaluates subjective individual and objective Company
performance criteria in determining the size of the various components of
compensation. However, no pre-established compensation targets are set nor are
any specific objective performance criteria or pre-established weights thereof
assigned to any component to the exclusion of others.

Base salaries are normally adjusted annually, based upon general industry
changes in salary levels, individual and Company performance and levels of
duties and responsibilities.

Annual cash bonuses awarded to executive officers are based on a percentage
of each officer's base salary. The percentage of base salary for each officer is
determined each year by the Compensation Committee based on an unweighted
subjective evaluation of individual performances as reported to the Compensation
Committee by the Chief Executive Officer, an objective review of Company
performance criteria, such as sales, operating earnings, net earnings per share
and stock price, acquisitions, strategic accomplishments and other factors as
the Compensation Committee deems appropriate.

Amounts paid as annual cash bonuses to the Chief Executive Officer and the
four remaining highest compensated officers of the Company are included as
compensation under Section 162(m) of the Internal Revenue Code for purposes of
determining the extent to which a tax deduction will be disallowed to the
Company for annual compensation paid to any such person in excess of $1,000,000.
In order to exclude annual cash bonuses from the calculation of the $1,000,000
limitation, such amounts must be paid solely on account of the attainment of one
or more performance goals that precludes the exercise of discretion by the
Compensation Committee. The Compensation Committee believes that its policy of
evaluating subjective individual performances in awarding annual cash bonuses is
important to attracting, retaining and motivating key personnel of the Company
and has determined that such discretion should be maintained in order to serve
the best interests of the Company.

Stock options are generally awarded annually under a provision of the
Company's Executive Incentive Plan which gives the Compensation Committee
discretion to award stock options to executive employees. Under amendments to
the stock option plan approved by the shareholders, compensation paid in the
form of nonqualified stock options will constitute "performance-based
compensation" under Section 162(m) of the Internal Revenue Code. In addition to
preserving the Company's income tax deduction for compensation paid in the form
of nonqualified stock options, the amendments enhance the performance-related
policies of the Compensation Committee by assuring that compensation
attributable to the exercise of stock options is paid solely on account of the
attainment of a specified performance goal, namely, appreciation in value of the
Company's stock. The amendments also function to reward executive officers only
to the extent that the Company's shareholders have benefitted from share
appreciation. Under the amendments, stock options will generally be granted with
an option price equal to the fair market value of the Company's stock on the
date of grant. Additionally, in order to provide an objective formula for
determining the maximum amount of compensation an executive officer may receive
on the exercise of stock options, no participant may receive options to acquire
more than one hundred thousand (100,000) option shares in any one fiscal year
period. While the number of stock options awarded to any executive officer by
the Compensation Committee is not determined by a pre-established plan formula,
the Compensation Committee reviews individual and Company performance criteria
and other factors it deems appropriate in awarding stock options.

11
<PAGE>
With respect to compensation earned by the executive officers of the Company
in 1997 (including bonus compensation paid in 1998), the Compensation Committee
reviewed and measured each executive's individual contributions to the progress
made by the Company toward accomplishing its financial and strategic goals,
including the Company's performance against prior year financial figures and
ratios and the enumerated critical success factors outlined in the 1997 Annual
Report to Shareholders. The Compensation Committee found, as reflected in the
financial statements of the Company for the year ending December 31, 1997, that
the Company performed favorably in 1997 against prior year sales (up 24%),
operating earnings (up 27%), net earnings per share (up 27%) and stock price (up
41.3%). The Company also performed favorably against its critical success
factors as outlined in the 1997 Annual Report to Shareholders. Of course,
industry standards and global economic conditions also influenced executive
compensation decisions by the Committee.

Compensation paid to Mr. Stephen P. Munn, the Company's Chief Executive
Officer, was assessed on both qualitative and quantitative performance based
measures consistent with the policies set forth above. While the Committee
included in Mr. Munn's performance measurement a comparative review of Company
financial figures and ratios, which, as discussed above, it found favorable,
principal among all criteria considered by the Committee in establishing Mr.
Munn's compensation was the continued significant enhancement in shareholder
value. Total return in shareholder value approximated 43 percent for calendar
year 1997 and exceeded 31.8 percent for the five-year period ending on December
31, 1997. In addition, the total market value of the Company's stock increased
over $387.5 million in calendar year 1997. Quarterly dividends increased over
12.9 percent, enabling the Company to pass on a portion of the Company's
earnings to shareholders.

CARLISLE COMPANIES INCORPORATED
COMPENSATION COMMITTEE

George L. Ohrstrom, Jr., Chairman
Magalen O. Bryant
Eriberto R. Scocimara

12
<PAGE>
PROPOSAL TO AMEND THE EXECUTIVE INCENTIVE PROGRAM

The Company maintains an Executive Incentive Program (the "Program") for
executives and certain other employees of the Company and its divisions and
subsidiaries. The Program, effective January 1, 1988, was approved by the
shareholders on April 20, 1988.

The Program contains a Cash Bonus and Restricted Stock Plan available only
to certain employees of the Company's operating divisions and operating
subsidiaries. The Program also has a Stock Option Plan available to certain
employees who are not eligible to receive cash or restricted stock awards under
the Cash Bonus and Restricted Stock Plan.

There were originally 400,000 shares of Common Stock reserved for issuance
under the Stock Option Plan. On April 20, 1994, the shareholders approved an
amendment to the Stock Option Plan increasing the shares of Common Stock
reserved for issuance from 400,000 shares to 1,000,000 shares. Currently, only
74,182 shares of Common Stock are available for future issuance.

PROPOSAL

On February 4, 1998, the Compensation Committee and Board of Directors
unanimously approved, subject to shareholder approval, an amendment to the
Program increasing the number of shares of Common Stock that may be issued under
the Stock Option Plan by 600,000 shares from 1,000,000 shares to 1,600,000
shares (the "Share Increase Amendment"). At the Annual Meeting, the shareholders
are requested to approve the Share Increase Amendment. The Board of Directors
believes that stock options play a key role in the Company's ability to recruit,
reward and retain executives and key employees who have the ability to enhance
the value of the Company. The Board, therefore, recommends approval of the Share
Increase Amendment.

Approval of this proposal requires the affirmative vote of a majority of the
Company's shares present, or represented, and entitled to vote. Shares voted for
the proposal and shares represented by returned proxies that do not contain
instructions to vote against the proposal or to abstain from voting will be
counted as shares cast for the proposal. Shares will be counted as cast against
the proposal if the shares are voted either against the proposal or to abstain
from voting. Broker non-votes will not change the number of votes cast for or
against the proposal and will not be treated as shares entitled to vote. For
voting purposes, proxies requiring confirmation of the date of beneficial
ownership received by the Board of Directors with such confirmation not
completed so as to show which shares beneficially owned by the shareholder are
entitled to five votes for each share will be voted with one vote for each
share. (See "Voting by Proxy and Confirmation of Beneficial Ownership" beginning
on page 16.)

If the Share Increase Amendment is authorized, the text of Section 3.03 of
the Program will be amended to read as follows:

"Section 3.03. Number of Authorized Shares.

The aggregate number of shares of Common Stock that may be issued pursuant
to this Stock Option Plan shall not exceed one million six hundred thousand
(1,600,000) shares. Upon lapse or termination of any unexercised Stock
Option, the Common Stock that was subject to such Stock Option may again be
subject to other Stock Options."

SUMMARY OF PROGRAM

GENERAL. The Program is administered by the Compensation Committee, which
is comprised of three or more directors of the Company, appointed from time to
time by the Board of Directors, who are not, and were not at any time within one
year prior to their appointment, eligible to participate in the Program.

13
<PAGE>
AUTHORITY. The Compensation Committee has authority to select persons to
receive grants from among the eligible employees, determine the types of grants
and number of shares to be awarded to grantees, and set the terms, conditions
and provisions of the grants consistent with the Program. The Compensation
Committee has plenary authority to resolve any and all questions arising under
the Program.

ELIGIBILITY. Eligibility for awards under the Restricted Stock Plan is
extended to certain key employees of the operating divisions and operating
subsidiaries of the Company who are in a position to influence the growth and
earnings of their particular division or subsidiary. Currently, approximately 60
employees are eligible. Eligibility for awards under the Stock Option Plan is
extended to executive officers and certain other key management employees.
Currently, approximately 15 employees are eligible, including the five executive
officers. The number of eligible employees and grantees for both Plans can be
expected to vary from year to year.

SHARES AUTHORIZED UNDER THE PROGRAM. As described above, there are
currently 74,182 shares of Common Stock available for future grants under the
Stock Option Plan. If the Share Increase Amendment is approved, the number of
shares available will increase by 600,000 to 674,182. With respect to the
Restricted Stock Plan, 400,000 shares were initially reserved for issuance. In
the event of a stock split, stock dividend, or other relevant change affecting
the Common Stock, adjustments may be made to the number of shares available for
grants and to the number of shares and price under outstanding grants made
before the event.

GRANTS UNDER THE PROGRAM.

STOCK OPTIONS. The Compensation Committee may grant non-qualified options
and Incentive Stock Options ("ISOs"). The Compensation Committee shall establish
the option price, which may not be less than 100% of the fair market value of
the stock on the date of grant unless, in the case of non-qualified options, the
Compensation Committee specifically designates them as not satisfying the
qualified performance-based compensation requirements of Section 162(m) of the
Internal Revenue Code of 1986, as amended, in which case the price shall not be
less than 50% of fair market value. The term of the option and the period during
which it may be exercised are also established by the Compensation Committee,
provided that, in the case of ISOs, the term may not exceed ten (10) years. The
option price may be satisfied in cash or, if permitted by the Compensation
Committee, by delivering to the Company previously acquired Carlisle Common
Stock, or a combination of both. No grantee may receive options for more than
100,000 shares in any one fiscal year.

RESTRICTED STOCK GRANTS. The Compensation Committee may also issue or
transfer shares under a restricted stock grant. The grants are subject to a
three-year restriction period during which the grantee must remain in the
employment of the Company. The grantee may not dispose of any shares prior to
the expiration of the restriction period. During such period, the grantee is
entitled to vote the shares and receive dividends. Upon expiration of the
restriction period, a stock certificate representing the restricted shares is
delivered to the grantee.

FEDERAL INCOME TAX CONSEQUENCES OF STOCK OPTIONS. The grant of a stock
option will not result in taxable income at the time of grant for the optionee
or the Company. The grantee will have no taxable income upon exercising an ISO
(except that the alternative minimum tax may apply), and the Company will
receive no deduction when an ISO is exercised. Upon exercising a non-qualified
stock option, the grantee will recognize ordinary income in the amount by which
the fair market value exceeds the option price; the Company will be entitled to
a deduction for the same amount. The treatment to a grantee of a disposition of
shares acquired through the exercise of an option is dependent upon the length
of time the shares have been held and on whether such shares were acquired by
exercising an ISO or a non-qualified stock option. Generally, there will be no
tax consequence to the Company in connection with the disposition of shares
acquired under an option except that the Company may be entitled to a deduction
in

14
<PAGE>
the case of a disposition of shares acquired upon exercise of an ISO before the
applicable ISO holding periods have been satisfied.

OTHER INFORMATION. The Compensation Committee may amend the Program as it
deems advisable, except that shareholder approval is required to: (i) increase
the number of shares of Common Stock subject to the Program or increase the
maximum number of option shares available to any participant in any one fiscal
year period, (ii) decrease the price at which options may be exercised, (iii)
render eligible for membership on the Compensation Committee as of any given
date any person who as at such date or at any time within one year prior thereto
has been eligible for participation in the Program, or (iv) change the class of
employees eligible to participate in the Program.

In the event of a Change of Control (as defined on page 9), the Program
provides for accelerated vesting of stock options and restricted shares.

Subject to shareholder approval of the Share Increase Amendment, the
Compensation Committee granted the following stock options for the 1998 fiscal
year:

<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF SHARES(1)
- --------------------------------------------------------------------------------------------- -------------------
<S> <C>
Stephen P. Munn, Chairman, Chief Executive Officer........................................... 100,000
Dennis J. Hall, President.................................................................... 50,000
Scott C. Selbach, Vice President, Corporate Development...................................... 10,000
Robert J. Ryan, Jr., Vice President, Treasurer and Chief Financial Officer................... 12,000
Steven J. Ford, Vice President, Secretary and General Counsel................................ 10,000
John W. Altmeyer, (formerly Vice President, Corporate Development)........................... 12,000
Executive Officer Group...................................................................... 194,000
Non-Executive Officer Employee Group......................................................... 45,000
</TABLE>

- ------------------------

(1) A portion of each officer's grant will be satisfied out of the 74,182 shares
currently available for issuance under the Stock Option Plan.

The closing price of the Common Stock of the Company on the New York Stock
Exchange on February 23, 1998 was $46.9375.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
SHARE INCREASE AMENDMENT.

SELECTION OF AUDITORS

Arthur Andersen LLP has served as independent auditors of the Company since
March, 1994 and has been recommended by the Audit Committee to audit the
accounts of the Company and its subsidiaries for the year ending December 31,
1998. One or more representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting and will be given an opportunity to make a
statement, if they so desire, and to respond to appropriate questions of
shareholders in attendance.

SHAREHOLDER PROPOSALS FOR PRESENTATION
AT THE 1999 ANNUAL MEETING

If a shareholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy Statement for the 1999 Annual Meeting,
the proposal must be sent by certified mail-return receipt requested and must be
received at the executive offices of the Company, 250 South Clinton Street,
Suite 201, Syracuse, New York 13202-1258, Attn: Secretary, no later than
November 11, 1998. All proposals must conform to the rules and regulations of
the Securities and Exchange Commission.

15
<PAGE>
VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP

To ensure that your shares will be represented at the Annual Meeting, please
complete, sign, and return the enclosed Proxy in the envelope provided for that
purpose whether or not you expect to attend. Shares represented by a valid proxy
will be voted as specified.

Any shareholder may revoke a proxy by a later-dated proxy or by giving
notice of revocation to the Company in writing (addressed to the Company at 250
South Clinton Street, Suite 201, Syracuse, New York 13202-1258 Attention:
Secretary) or by attending the Annual Meeting and voting in person.

The number of votes that each shareholder will be entitled to cast at the
Annual Meeting will depend on when the shares were acquired and whether or not
there has been a change in beneficial ownership since the date of acquisition,
with respect to each of such holder's shares.

Shareholders whose shares of Common Stock are held by brokers or banks or in
nominee name are requested to confirm to the Company how many of the shares they
own as of February 24, 1998 were beneficially owned before February 24, 1994,
entitling such shareholder to five votes per share, and how many were acquired
after February 23, 1994, entitling such shareholder to one vote per share. If no
confirmation of beneficial ownership is received from a shareholder at least
three (3) business days prior to the Annual Meeting, it will be deemed by the
Company that beneficial ownership of all shares was effected after February 23,
1994, and the shareholder will be entitled to one vote for each share. If a
shareholder provides incorrect information, he may provide correct information
at any time at least three (3) business days prior to the voting of his or her
shares at the Annual Meeting.

Proxy Cards are being furnished to shareholders of record on February 24,
1998 whose shares of Common Stock on the records of the Company show the
following:

(i) that such shareholder had beneficial ownership of such shares before
February 24, 1994, and there has been no change since that date, thus
entitling such shareholder to five votes for each share; or

(ii) that beneficial ownership of such shares was effected after
February 23, 1994, thus entitling such shareholder to one vote for each
share; or

(iii) that the dates on which beneficial ownership of such shares was
effected are such that such shareholder is entitled to five votes for some
shares and one vote for other shares.

Printed on the Proxy Card for each individual shareholder of record is the
number of shares of Common Stock for which he or she is entitled to cast five
votes each and/or one vote each, as the case may be, as shown on the records of
the Company.

Shareholders of record are urged to review the number of shares shown on
their Proxy Cards in the five-vote and one-vote categories. If the number of
shares shown in a voting category is believed to be incorrect, the shareholder
should notify the Company in writing of that fact and either enclose the notice
along with the Proxy Card in the postage-paid, return envelope, or mail the
notice directly to the Company at the address indicated above. The shareholder
should identify the shares improperly classified for voting purposes and provide
information as to the date beneficial ownership was acquired. Any notification
of improper classification of votes must be made at least three (3) business
days prior to the Annual Meeting or the shareholder will be entitled at the
Annual Meeting to the number of votes indicated on the records of the Company.

In certain cases record ownership may change but beneficial ownership for
voting purposes does not change. The Restated Certificate of Incorporation of
the Company states the exceptions where beneficial ownership is deemed not to
have changed upon the transfer of shares of Common Stock. Shareholders should
consult the pertinent provision of the Restated Certificate of Incorporation
attached as Annex A for those exceptions.

16
<PAGE>
By resolution duly adopted by the Board of Directors of the Company pursuant
to subparagraph B(v) of Article Fourth of the Restated Certificate of
Incorporation, the following procedures have been adopted for use in determining
the number of votes to which a shareholder is entitled.

(i) The Company may accept the written and signed statement of a
shareholder to the effect that no change in beneficial ownership has
occurred during the four years immediately preceding the date on which a
determination is made of the shareholders of the Company who are entitled to
vote or take any other action. Such statement may be abbreviated to state
only the number of shares as to which such shareholder is entitled to
exercise five votes or one vote.

(ii) In the event the Vice President, Treasurer of the Company, in his
or her sole discretion, taking into account the standards set forth in the
Company's Restated Certificate of Incorporation, deems any such statement to
be inadequate or for any reason deems it in the best interest of the Company
to require further evidence of the absence of change of beneficial ownership
during the four-year period preceding the record date, he or she may require
such additional evidence and, until it is provided in form and substance
satisfactory to him or her, a change in beneficial ownership during such
period shall be deemed to have taken place.

(iii) Information supplementing that contemplated by paragraph (i) and
additional evidence contemplated by paragraph (ii) may be provided by a
shareholder at any time but must be furnished at least three business days
prior to any meeting of shareholders at which such shares are to be voted
for any change to be effective at such meeting.

VOTING PROCEDURES

The presence, in person or by proxy, of the owners of a majority of the
votes entitled to be cast is necessary for a quorum at the Annual Meeting.

All shares of Common Stock in the Company's Employee Incentive Savings Plan
that have been allocated to the account of a participant for which the Trustee
receives voting instructions will be voted in accordance with those
instructions. All Common Stock that has been allocated to the account of a
participant for which the Trustee has not received voting instructions, and any
shares which have not been allocated to account of a participant, will be voted
by the Trustee in the same proportion as the shares for which the Trustee has
received voting instructions from participants.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business which will be or is intended to be presented
at the Annual Meeting. Should any further business come before the Annual
Meeting or any adjourned meeting, it is the intention of the proxies named in
the enclosed Proxy to vote according to their best judgment.

By Order of the Board of Directors

Steven J. Ford,
Secretary

Dated: March 9, 1998

17
<PAGE>
ANNEX A

SUBPARAGRAPH B OF ARTICLE FOURTH OF THE RESTATED CERTIFICATE
OF INCORPORATION OF CARLISLE COMPANIES INCORPORATED

(I) EACH OUTSTANDING SHARE OF COMMON STOCK SHALL ENTITLE THE HOLDER THEREOF
TO FIVE (5) VOTES ON EACH MATTER PROPERLY SUBMITTED TO THE SHAREHOLDERS OF THE
CORPORATION FOR THEIR VOTE, WAIVER, RELEASE OR OTHER ACTION: EXCEPT THAT NO
HOLDER OF OUTSTANDING SHARES OF COMMON STOCK SHALL BE ENTITLED TO EXERCISE MORE
THAN ONE (1) VOTE ON ANY SUCH MATTER IN RESPECT OF ANY SHARE OF COMMON STOCK
WITH RESPECT TO WHICH THERE HAS BEEN A CHANGE IN BENEFICIAL OWNERSHIP DURING THE
FOUR (4) YEARS IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE
OF THE SHAREHOLDERS OF THE CORPORATION WHO ARE ENTITLED TO VOTE OR TO TAKE ANY
OTHER ACTION.

(II) A CHANGE IN BENEFICIAL OWNERSHIP OF ANY OUTSTANDING SHARE OF COMMON
STOCK SHALL BE DEEMED TO HAVE OCCURRED WHENEVER A CHANGE OCCURS IN ANY PERSON OR
PERSONS WHO, DIRECTLY OR INDIRECTLY, THROUGH ANY CONTRACT, AGREEMENT,
ARRANGEMENT, UNDERSTANDING, RELATIONSHIP OR OTHERWISE HAS OR SHARES ANY OF THE
FOLLOWING:

(A) VOTING POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO VOTE
OR TO DIRECT THE VOTING POWER OF SUCH SHARE OF COMMON STOCK.

(B) INVESTMENT POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO
DIRECT THE SALE OR OTHER DISPOSITION OF SUCH SHARE OF COMMON STOCK.

(D) THE RIGHT TO RECEIVE OR TO RETAIN ANY DISTRIBUTIONS, INCLUDING,
WITHOUT LIMITATION, CASH DIVIDENDS, IN RESPECT OF SUCH SHARE OF COMMON
STOCK.

(III) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SECTION (II) OF THIS
SUBPARAGRAPH B, THE FOLLOWING EVENTS OR CONDITIONS SHALL BE DEEMED TO INVOLVE A
CHANGE IN BENEFICIAL OWNERSHIP OF A SHARE OF COMMON STOCK.

(A) IN THE ABSENCE OF PROOF TO THE CONTRARY PROVIDED IN ACCORDANCE WITH
THE PROCEDURES SET FORTH IN SECTION (V) OF THIS SUBPARAGRAPH B, A CHANGE IN
BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER AN
OUTSTANDING SHARE OF COMMON STOCK IS TRANSFERRED OF RECORD INTO THE NAME OF
ANY OTHER PERSON.

(B) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD
IN THE NAME OF A CORPORATION, GENERAL PARTNERSHIP, LIMITED PARTNERSHIP,
VOTING TRUSTEE, BANK, TRUST COMPANY, BROKER, NOMINEE OR CLEARING AGENCY, IF
IT HAS NOT BEEN ESTABLISHED PURSUANT TO THE PROCEDURES SET FORTH IN SECTION
(V) OF THIS SUBPARAGRAPH B THAT THERE HAS BEEN NO CHANGE IN THE PERSON OR
PERSONS WHO OR THAT DIRECT THE EXERCISE OF THE RIGHTS REFERRED TO IN CLAUSES
(II) (A) THROUGH (II) (D), INCLUSIVE, OF THIS SUBPARAGRAPH B WITH RESPECT TO
SUCH OUTSTANDING SHARE OF COMMON STOCK DURING THE PERIOD OF FOUR (4) YEARS
IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE OF THE

18
<PAGE>
SHAREHOLDERS OF THE CORPORATION ENTITLED TO VOTE OR TO TAKE ANY OTHER ACTION
(OR SINCE MAY 30, 1986 FOR ANY PERIOD ENDING ON OR BEFORE MAY 30, 1990),
THEN A CHANGE IN BENEFICIAL OWNERSHIP OF SUCH SHARE OF COMMON STOCK SHALL BE
DEEMED TO HAVE OCCURRED DURING SUCH PERIOD.

(C) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD
IN THE NAME OF ANY PERSON AS A TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN UNDER
THE UNIFORM GIFTS TO MINORS ACT AS IN EFFECT IN ANY JURISDICTION, A CHANGE
IN BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER THERE IS A
CHANGE IN THE BENEFICIARY OF SUCH TRUST, THE PRINCIPAL OF SUCH AGENT, THE
WARD OF SUCH GUARDIAN, THE MINOR FOR WHOM SUCH CUSTODIAN IS ACTING OR IN
SUCH TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN.

(D) IN THE CASE OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED
BY A PERSON OR GROUP OF PERSONS WHO, AFTER ACQUIRING, DIRECTLY OR
INDIRECTLY, THE BENEFICIAL OWNERSHIP OF FIVE PERCENT (5%) OF THE OUTSTANDING
SHARES OF COMMON STOCK, FAILS TO NOTIFY THE CORPORATION OF SUCH OWNERSHIP
WITHIN TEN (10) DAYS AFTER SUCH ACQUISITION, A CHANGE IN BENEFICIAL
OWNERSHIP OF SUCH SHARES OF COMMON STOCK SHALL BE DEEMED TO OCCUR ON EACH
DAY WHILE SUCH FAILURE CONTINUES.

(IV) NOTWITHSTANDING ANY OTHER PROVISION IN THIS SUBPARAGRAPH B TO THE
CONTRARY, NO CHANGE IN BENEFICIAL OWNERSHIP OF AN OUTSTANDING SHARE OF COMMON
STOCK SHALL BE DEEMED TO HAVE OCCURRED SOLELY AS A RESULT OF:

(A) ANY EVENT THAT OCCURRED PRIOR TO MAY 30, 1986 OR PURSUANT TO THE
TERMS OF ANY CONTRACT (OTHER THAN A CONTRACT FOR THE PURCHASE AND SALE OF
SHARES OF COMMON STOCK CONTEMPLATING PROMPT SETTLEMENT), INCLUDING CONTRACTS
PROVIDING FOR OPTIONS, RIGHTS OF FIRST REFUSAL, AND SIMILAR ARRANGEMENTS, IN
EXISTENCE ON MAY 30, 1986 AND TO WHICH ANY HOLDER OF SHARES OF COMMON STOCK
IS A PARTY; PROVIDED, HOWEVER, THAT ANY EXERCISE BY AN OFFICER OR EMPLOYEE
OF THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION OF AN OPTION TO
PURCHASE COMMON STOCK AFTER MAY 30, 1986 SHALL, NOTWITHSTANDING THE
FOREGOING AND CLAUSE (IV) (F) HEREOF, BE DEEMED A CHANGE IN BENEFICIAL
OWNERSHIP IRRESPECTIVE OF WHEN THAT OPTION WAS GRANTED TO SAID OFFICER OR
EMPLOYEE.

(B) ANY TRANSFER OF ANY INTEREST IN AN OUTSTANDING SHARE OF COMMON STOCK
PURSUANT TO A BEQUEST OR INHERITANCE, BY OPERATION OF LAW UPON THE DEATH OF
ANY INDIVIDUAL, OR BY ANY OTHER TRANSFER WITHOUT VALUABLE CONSIDERATION,
INCLUDING, WITHOUT LIMITATION, A GIFT THAT IS MADE IN GOOD FAITH AND NOT FOR
THE PURPOSE OF CIRCUMVENTING THE PROVISION OF THIS ARTICLE FOURTH.

(C) ANY CHANGES IN THE BENEFICIARY OF ANY TRUST, OR ANY DISTRIBUTION OF
AN OUTSTANDING SHARE OF COMMON STOCK FROM TRUST, BY REASON OF THE BIRTH,
DEATH, MARRIAGE OR DIVORCE OF ANY NATURAL PERSON, THE ADOPTION OF ANY
NATURAL PERSON PRIOR TO AGE EIGHTEEN (18) OR THE PASSAGE OF A GIVEN PERIOD
OF TIME OR THE ATTAINMENT BY ANY NATURAL PERSON OF A SPECIFIC AGE, OR THE
CREATION OR TERMINATION OF ANY GUARDIANSHIP OR CUSTODIAL ARRANGEMENT.

19
<PAGE>
(D) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN
WITH RESPECT TO AN OUTSTANDING SHARE OF COMMON STOCK IF NEITHER SUCH
SUCCESSOR HAS NOR ITS PREDECESSOR HAD THE POWER TO VOTE OR TO DISPOSE OF
SUCH SHARE OF COMMON STOCK WITHOUT FURTHER INSTRUCTIONS FROM OTHERS.

(E) ANY CHANGE IN THE PERSON TO WHOM DIVIDENDS OR OTHER DISTRIBUTIONS IN
RESPECT OF AN OUTSTANDING SHARE OF COMMON STOCK ARE TO BE PAID PURSUANT TO
THE ISSUANCE OR MODIFICATION OF A REVOCABLE DIVIDEND PAYMENT ORDER.

(F) ANY ISSUANCE OF A SHARE OF COMMON STOCK BY THE CORPORATION OR ANY
TRANSFER BY THE CORPORATION OF A SHARE OF COMMON STOCK HELD IN TREASURY,
UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS AT THE TIME OF
AUTHORIZING SUCH ISSUANCE OR TRANSFER.

(G) ANY GIVING OF A PROXY IN CONNECTION WITH A SOLICITATION OF PROXIES
SUBJECT TO THE PROVISIONS OF SECTION 14 OF THE SECURITIES EXCHANGE ACT OF
1934 AND THE RULES AND REGULATIONS THEREUNDER PROMULGATED.

(H) ANY TRANSFER, WHETHER OR NOT WITH CONSIDERATION, AMONG INDIVIDUALS
RELATED OR FORMERLY RELATED BY BLOOD, MARRIAGE OR ADOPTION ("RELATIVES") OR
BETWEEN A RELATIVE AND ANY PERSON (AS DEFINED IN ARTICLE SEVENTH) CONTROLLED
BY ONE OR MORE RELATIVES WHERE THE PRINCIPAL PURPOSE FOR THE TRANSFER IS TO
FURTHER THE ESTATE TAX PLANNING OBJECTIVES OF THE TRANSFEROR OR OF RELATIVES
OF THE TRANSFEROR.

(I) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE DEATH OF
THE PREDECESSOR TRUSTEE (WHICH PREDECESSOR TRUSTEE SHALL HAVE BEEN A NATURAL
PERSON).

(J) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE WHO OR WHICH WAS SPECIFICALLY
NAMED IN A TRUST INSTRUMENT PRIOR TO MAY 30, 1986.

(K) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE
RESIGNATION, REMOVAL OR FAILURE TO QUALIFY OF A PREDECESSOR TRUSTEE OR AS A
RESULT OF MANDATORY RETIREMENT PURSUANT TO THE EXPRESS TERMS OF A TRUST
INSTRUMENT: PROVIDED, THAT LESS THAN FIFTY PERCENT (50%) OF THE TRUSTEES
ADMINISTERING ANY SINGLE TRUST WILL HAVE CHANGED (INCLUDING IN SUCH
PERCENTAGE THE APPOINTMENT OF THE SUCCESSOR TRUSTEE) DURING THE FOUR (4)
YEAR PERIOD PRECEDING THE APPOINTMENT OF SUCH SUCCESSOR TRUSTEE.

(V) FOR PURPOSES OF THIS SUBPARAGRAPH B, ALL DETERMINATIONS CONCERNING
CHANGE IN BENEFICIAL OWNERSHIP, OR THE ABSENCE OF ANY SUCH CHANGE, SHALL BE MADE
BY THE BOARD OF DIRECTORS OF THE CORPORATION OR, AT ANY TIME WHEN THE
CORPORATION EMPLOYS A TRANSFER AGENT WITH RESPECT TO THE SHARES OF COMMON STOCK,
AT THE CORPORATION'S REQUEST, BY SUCH TRANSFER AGENT ON THE CORPORATION'S
BEHALF. WRITTEN PROCEDURES DESIGNED TO FACILITATE SUCH DETERMINATION SHALL BE
ESTABLISHED AND MAY BE AMENDED FROM TIME TO TIME, BY THE BOARD OF DIRECTORS.
SUCH PROCEDURES SHALL PROVIDE, AMONG OTHER THINGS, THE MANNER OF PROOF OF FACTS
THAT WILL BE ACCEPTED AND THE FREQUENCY WITH WHICH SUCH PROOF MAY BE REQUIRED TO
BE

20
<PAGE>
RENEWED. THE CORPORATION AND ANY TRANSFER AGENT SHALL BE ENTITLED TO RELY ON ANY
AND ALL INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF THE OUTSTANDING SHARES OF
COMMON STOCK COMING TO THEIR ATTENTION FROM ANY SOURCE AND IN ANY MANNER
REASONABLY DEEMED BY THEM TO BE RELIABLE, BUT NEITHER THE CORPORATION NOR ANY
TRANSFER AGENT SHALL BE CHARGED WITH ANY OTHER KNOWLEDGE CONCERNING THE
BENEFICIAL OWNERSHIP OF OUTSTANDING SHARES OF COMMON STOCK.

(VI) IN THE EVENT OF ANY STOCK SPLIT OR STOCK DIVIDEND WITH RESPECT TO THE
OUTSTANDING SHARES OF COMMON STOCK, EACH SHARE OF COMMON STOCK ACQUIRED BY
REASON OF SUCH SPLIT OR DIVIDEND SHALL BE DEEMED TO HAVE BEEN BENEFICIALLY OWNED
BY THE SAME PERSON FROM THE SAME DATE AS THAT ON WHICH BENEFICIAL OWNERSHIP OF
THE OUTSTANDING SHARE OR SHARES OF COMMON STOCK, WITH RESPECT TO WHICH SUCH
SHARE OF COMMON STOCK WAS DISTRIBUTED, WAS ACQUIRED.

(VII) EACH OUTSTANDING SHARE OF COMMON STOCK, WHETHER AT ANY PARTICULAR TIME
THE HOLDER THEREOF IS ENTITLED TO EXERCISE FIVE (5) VOTES OR ONE (1) VOTE, SHALL
BE IDENTICAL TO ALL OTHER SHARES OF COMMON STOCK IN ALL RESPECTS, AND TOGETHER
THE OUTSTANDING SHARES OF COMMON STOCK SHALL CONSTITUTE A SINGLE CLASS OF SHARES
OF THE CORPORATION.

21
<PAGE>

Time-Phased Voting Instructions

CARLISLE COMPANIES INCORPORATED

Voting Procedures - Beneficial Owners
Common Stock of Carlisle Companies Incorporated

To All Banks, Brokers and Nominees:

Carlisle Companies Incorporated ("Carlisle") shareholders who were
holders of record on February 24, 1998 and who acquired Carlisle Common Stock
before February 24, 1994, will be entitled to cast five votes per share at
the Annual Meeting to be held on April 20, 1998. Those holders of record who
acquired their shares after February 23, 1994 are, with certain exceptions,
entitled to cast one vote per share on the Common Stock they own.

To enable Carlisle to tabulate the voting by beneficial owners of Common
Stock held in your name, a special proxy has been devised for use in
tabulating the number of shares entitled to five votes each and one vote
each. On this card, the beneficial owner must confirm the numbers of
five-vote shares and one-vote shares, respectively, he or she is entitled to
vote, and by the same signature, gives instructions as to the voting of those
shares. ALL UNINSTRUCTED SHARES WILL BE VOTED UNDER THE 10-DAY RULE. ALL
SHARES WHERE BENEFICIAL OWNERSHIP IS NOT CONFIRMED, WHETHER INSTRUCTED OR
NOT, WILL BE LISTED AS ONE-VOTE SHARES. THIS IS NOT TO BE REGARDED AS A
NON-ROUTINE VOTE MERELY BECAUSE OF THE NATURE OF THE VOTING RIGHTS OF THE
COMMON STOCK. The confirmation of beneficial ownership is as follows:

VOTING CONFIRMATION

Please provide the number of shares beneficially owned for each category as
of February 24, 1998.

_____ shares beneficially owned BEFORE February 24, 1994 entitled to
five votes each.

_____ shares beneficially owned and acquired AFTER February 23, 1994
entitled to one vote each.

If no confirmation is provided, it will be deemed that beneficial
ownership of all shares voted will be entitled to one vote each.

You do not have to tabulate votes. Only record the number of shares
shown on the "Voting Confirmation" Section of the Proxy Card. If no shares
are reported on the Proxy Card, record the shares for tabulation purposes as
having been acquired AFTER February 23, 1994.

If you are a broker, do not confirm shares. Only the beneficial owner
confirms shares in each voting category shown on the Proxy Card.

If you are a bank, you may wish to follow your usual procedures and
furnish the Proxy Card to the beneficial owner. The beneficial owner will
vote his beneficial ownership including the completion of the information
required by the "Voting Confirmation." The beneficial owner may return the
Proxy Card either to you or to Carlisle Companies Incorporated c/o Harris
Trust and Savings Bank, P.O. Box A-3800, Chicago, Illinois 60690-9608.

March 9, 1998

<PAGE>

Unless otherwise specified below, this Proxy will be voted FOR the
election as Directors of the nominees listed below and FOR the proposed
amendment to the Company's Executive Incentive Program to increase the number
of shares of common stock authorized for issuance.

CARLISLE COMPANIES INCORPORATED
THIS PROXY FOR THE 1998 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

At the Annual Meeting of Shareholders of Carlisle Companies Incorporated
to be held on Monday, April 20, 1998, at 12:00 Noon at the offices of the
Company, 250 South Clinton Street; Suite 201, Syracuse, New York and all
adjournments thereof, Stephen P. Munn and Dennis J. Hall, and each of them,
are authorized to represent me and vote my shares on the following:

Item

1. The election of three (3) Directors. The nominees are:
Donald G. Calder, Dennis J. Hall and Eriberto R. Scocimara

2. To amend the Company's Executive Incentive Program to increase the
number of shares of common stock authorized for issuance under the
Stock Option Plan from 1,000,000 shares to 1,600,000 shares.

3. Any other matter properly brought before this meeting.

(INSTRUCTION: In the table below indicate the number of shares voted FOR,
AGAINST or ABSTAIN as to each nominee for Director and the proposal to amend
the Company's Executive Incentive Plan)

<TABLE>
<CAPTION>
Shares beneficially owned before
February 24, 1994. (Post number of
shares, not number of votes)
------------------------------------
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
1. Directors
Donald G. Calder .................. _______ _______ _______
Dennis J. Hall .................. _______ _______ _______
Eriberto R. Scocimara .................. _______ _______ _______

FOR AGAINST ABSTAIN

2. To amend the Company's Executive Incentive
Program to increase the number of shares of
common stock authorized for issuance under
the Stock Option Plan from 1,000,000 shares
to 1,600,000 shares. _______ _______ _______

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Shares beneficially owned and acquired
after February 23, 1994 (Post number of
shares, not number of votes)
----------------------------------------
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
1. Directors
Donald G. Calder .................. _______ _______ _______
Dennis J. Hall .................. _______ _______ _______
Eriberto R. Scocimara .................. _______ _______ _______

FOR AGAINST ABSTAIN

</TABLE>

POST ONLY RECORD POSITION:
DO NOT TABULATE VOTES

Dated _________________________, 1998

__________________________________________

Signature of Bank, Broker or Nominee

<PAGE>

PROXY PROXY
CARLISLE COMPANIES INCORPORATED

Proxy Solicited By The Board Of Directors
For The Annual Meeting of Shareholders - April 20, 1998

Stephen P. Munn and Dennis J. Hall, or any of them, each with the power of
substitution and revocation, are hereby authorized to represent the
undersigned, with all powers which the undersigned would possess if
personally present, to vote the Common Stock of the undersigned at the annual
meeting of shareholders of CARLISLE COMPANIES INCORPORATED to be held at the
Company's principal office, 250 South Clinton Street, Suite 201, Syracuse,
New York, at 12:00 Noon on Monday, April 20, 1998, and at any postponements
or adjournments of that meeting, as set forth below, and in their discretion
upon any other business that may properly come before the meeting.

__ Check here for address change.
New Address:
______________________________
______________________________
______________________________

(Continued and to be signed on reverse side.)

<PAGE>

Carlisle Companies Incorporated
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY -

This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named and FOR the proposed amendment to
the Company's Executive Incentive Program to increase the number of shares of
common stock authorized for issuance.

<TABLE>
<S> <C> <C> <C>
1. Election of Directors - FOR ALL
Nominees: Donald G. Calder, FOR WITHHOLD (Except those whose names are written on the line provided below)
Dennis J. Hall and All All _________________________________________________________________
Eriberto R. Scocimara -- -- --

2. To amend the Company's FOR AGAINST ABSTAIN
Executive Incentive Program -- -- --
to increase the number of shares VOTING CONFIRMATION
of common stock authorized for
issuance under the Stock Option Please provide the number of shares
Plan from 1,000,000 shares to beneficially owned for each category as
1,600,000 shares. of February 24, 1998.

_____shares beneficially owned BEFORE
February 24, 1994 entitled to five votes
each.

_____shares beneficially owned AFTER
February 23, 1994 entitled to one vote
each.

If no confirmation is provided, all shares will
be entitled to one vote each.

Please sign exactly as your name
appears. If acting as attorney,
executor, trustee, or in
representative capacity, sign name
and indicate title.

Dated: ___________________________, 1998

Signature(s) ___________________________

________________________________________

Please vote, sign, date and return this
proxy card promptly using the enclosed
envelope.
</TABLE>

<PAGE>

PROXY PROXY
CARLISLE COMPANIES INCORPORATED

Proxy Solicited By The Board Of Directors
For The Annual Meeting of Shareholders - April 20, 1998

Stephen P. Munn and Dennis J. Hall, or any of them, each with the power of
substitution and revocation, are hereby authorized to represent the undersigned,
with all powers which the undersigned would possess if personally present, to
vote the Common Stock of the undersigned at the annual meeting of shareholders
of CARLISLE COMPANIES INCORPORATED to be held at the Company's principal office,
250 South Clinton Street, Suite 201, Syracuse, New York, at 12:00 Noon on
Monday, April 20, 1998, and at any postponements or adjournments of that
meeting, as set forth below, and in their discretion upon any other business
that may properly come before the meeting.

__ Check here for address change.
New Address:
______________________________
______________________________
______________________________

(Continued and to be signed on reverse side.)

<PAGE>

Carlisle Companies Incorporated
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY -

2. To amend the Company's FOR AGAINST ABSTAIN
Executive Incentive Program -- -- --
to increase the number of shares
of common stock authorized for
issuance under the Stock Option
Plan from 1,000,000 shares to
1,600,000 shares.

Please sign exactly as your name
appears. If acting as attorney,
executor, trustee, or in representa-
tive capacity, sign name and
indicate title.

Dated: ______________, 1998

Signature(s) ___________________________

----------------------------------------
Please vote, sign, date and return this
proxy card promptly using the enclosed
envelope.
</TABLE>