CARLISLE COMPANIES INC, DEF 14A, 2000-03-09

CARLISLE COMPANIES INC
DEF 14A, 2000-03-09
FABRICATED RUBBER PRODUCTS, NEC

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<PAGE>
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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 2000 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 Thursday, April 20, 2000, at 12:00 Noon
for the following purposes:

1. To elect four (4) Directors;

2. To approve an amendment to the Company's Executive Incentive Program to
increase the number of shares of common stock ("Shares" or "Common Shares")
authorized for issuance under the Stock Option Plan from 1,600,000 to 2,600,000;

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

Only shareholders of record at the close of business on February 24, 2000
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, 2000
<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 18.

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 1999 Annual Report, on or about March 9, 2000.
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 1999 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.

VOTING SECURITIES

At the close of business on February 24, 2000, the Company had 30,232,491
Shares outstanding of which 30,225,863 Shares are entitled to vote. The
remaining 6,628 Shares are not entitled to vote until the holders of Carlisle
Corporation common stock certificates exchange their certificates for Shares
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 issued pursuant to the exchange before
the February 24, 2000 record date will be entitled to vote at the Annual
Meeting.

The Company's Restated Certificate of Incorporation provides that each
person who received Shares in connection with the Merger is entitled to five
votes per share. Persons acquiring Shares 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 Shares 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 18. 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, 2000 (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, 2000 with
respect to any person who is known to the Company to be the beneficial owner of
more than five percent (5%) of the Common Shares, the only class of voting
securities. As defined in Securities and Exchange Commission Rule 13d-3,

2
<PAGE>
"beneficial ownership" means essentially that a person has or shares voting or
investment 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...................................... 1,593,098(a)(l)(m) 5.29
c/o Lochnau, Inc.
P.O. Box 1850
Middleburg, VA 20118
</TABLE>

B. NOMINEES, DIRECTORS AND OFFICERS

The following table provides information as of January 31, 2000, as reported
to the Company by the persons and members of the group listed, as to the number
and the percentage of Common Shares beneficially owned by: (i) each Director,
nominee and executive officer named in the Summary Compensation Table on
page 9; 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>
Donald G. Calder....................................... 28,700(b)(j) .10
Paul J. Choquette, Jr.................................. 7,029(h)(j) .02
Henry J. Forrest....................................... 9,227(j) .03
Dennis J. Hall......................................... 504,404(f)(g) 1.65
Peter L.A. Jamieson.................................... 3,642(j) .01
Peter F. Krogh......................................... 3,469(j) .01
Stephen P. Munn........................................ 1,025,422(c)(d)(f)(g) 3.37
G. FitzGerald Ohrstrom................................. 405,956(a)(i)(j) 1.35
Eriberto R. Scocimara.................................. 14,901(e)(j) .05
Robin W. Sternbergh.................................... 3,956(j) .01
Magalen C. Webert...................................... 165,856(j)(k)(l) .55
Richmond D. McKinnish.................................. 188,807(f)(g) .62
Scott C. Selbach....................................... 116,323(f)(g) .30
John S. Barsanti....................................... 70,348(f)(g) .23
15 Directors and current executive officers as a 2,606,822(f)(g)(j) 8.03
group................................................
</TABLE>

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(a) Includes 403,200 Shares (1.34%) held by the Ohrstrom Foundation as to which
Mr. Ohrstrom is executive director and Mrs. Bryant is a director. Each
disclaims beneficial ownership of these Shares.

(b) 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
3,500 Shares held by Mr. Calder's adult child living at home. Mr. Calder
disclaims beneficial ownership of these Shares.

(d) Includes 491,392 Shares (1.62%) held by a trust as to which Mr. Munn is a
trustee. Mr. Munn disclaims beneficial ownership of these Shares.

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

(f) Includes Shares allocated to the accounts of the following named officers
participating in the Company's Employee Incentive Savings Plan; Mr. Munn,
4,354 Shares; Mr. Hall, 4,154 Shares;

3
<PAGE>
Mr. McKinnish, 12,738 Shares; Mr. Selbach, 3,731 Shares; and Mr. Barsanti,
1,775 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.

(g) Includes Shares which the following named officers have the right to acquire
within sixty (60) days through the exercise of stock options issued by the
Company; Mr. Munn, 300,000 Shares; Mr. Hall, 441,850 Shares; Mr. McKinnish,
137,667 Shares; Mr. Selbach, 90,670 Shares; and Mr. Barsanti, 62,375 Shares.
Shares issued from the treasury of the Company pursuant to the exercise of
stock options have one vote per share until such Shares have been held for a
continuous period of four years.

(h) Includes 700 Shares held by Mr. Choquette's wife. Mr. Choquette disclaims
beneficial ownership of these Shares.

(i) Includes 400 Shares (less than .01%) held by various trusts as to which
Mr. G. FitzGerald Ohrstrom is a trustee. Mr. Ohrstrom disclaims beneficial
ownership of these Shares.

(j) Includes 1,667 Shares which each non-management Director has the right to
acquire within sixty (60) days through the exercise of stock options issued
by the Company. Shares issued from the treasury of the Company pursuant to
the exercise of stock options have one vote per share until such Shares have
been held for a continuous period of four (4) years.

(k) Includes 600 Shares held by Mrs. Webert's husband and 5,624 Shares held by
Mrs. Webert's children. Mrs. Webert disclaims beneficial ownership of these
Shares.

(l) Includes 147,058 Shares held by a limited partnership as to which
(i) Mrs. Webert is an indirect owner, and (ii) a trust of which Mrs. Bryant
is a trustee is an owner. Each disclaim beneficial ownership of these
Shares.

(m) Includes 567,392 Shares (1.88%) held by a trust for the benefit of
Mrs. Bryant's children as to which Mrs. Bryant is a trustee. Mrs. Bryant
disclaims beneficial ownership of these Shares.

4
<PAGE>
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 four (4) Directors are to be elected. The Directors
will be elected to serve for a three-year term until the 2003 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 four 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 will be voted with one vote for each Share. (See
"Voting by Proxy and Confirmation of Beneficial Ownership" beginning on
page 18.) 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 or the number of Directors will be reduced.

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>
POSITION WITH COMPANY, PRINCIPAL PERIOD OF SERVICE
NAME AGE OCCUPATION, AND OTHER DIRECTORSHIPS AS DIRECTOR (A)
- ---- -------- ----------------------------------- -----------------------
<S> <C> <C> <C>
Paul J. Choquette, Jr........... 61 Chairman of the Board and Chief April, 1991 to date
Executive Officer of Gilbane
Building Company and Chairman of
Gilbane Properties, Inc., real
estate development and construction
management companies. Director of
Fleet Financial Group, Inc. and
Eastern Utilities Associates.
Member of Executive and Pension and
Benefits Committees of the Company.

Stephen P. Munn................. 57 Chief Executive Officer, since September, 1988 to date
September, 1988; Chairman of the
Board, since January, 1994; and
President from September, 1988 to
February, 1995, of the Company.
Director of various mutual funds
managed by Prudential Mutual Funds
Management, Inc. Chairman of
Executive Committee of the Company.
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
POSITION WITH COMPANY, PRINCIPAL PERIOD OF SERVICE
NAME AGE OCCUPATION, AND OTHER DIRECTORSHIPS AS DIRECTOR (A)
- ---- -------- ----------------------------------- -----------------------
<S> <C> <C> <C>
G. FitzGerald Ohrstrom (b)...... 46 Vice Chairman of G.L. Ohrstrom & May, 1998 to date
Co., Inc., a private investment
firm. Member of Audit and Pension
and Benefits Committees of the
Company.

Magalen C. Webert (b)........... 48 Private investor. Member of Audit May, 1999 to date
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.

Donald G. Calder..... 62 President of G.L. Ohrstrom & Co., Inc., December, 1984 to date.
a private investment firm. Director of Term expires 2001.
Central Securities Corporation, Roper
Industries, Inc., and Brown-Forman
Corporation. Member of Executive and
Audit Committees of the Company.

Henry J. Forrest..... 66 Past Director, President and Chief August, 1993 to date.
Operating Officer of Inter-City Products Term expires 2002.
Corporation, a manufacturer of air
conditioning products. Chairman of Audit
Committee and Member of Compensation
Committee of the Company.

Dennis J. Hall....... 58 Vice Chairman and Chief Operating February, 1995 to date.
Officer, since March, 1999; President, Term expires 2001.
from February, 1995 to March, 1999; and
Executive Vice President, Treasurer and
Chief Financial Officer, from August,
1989 to February 1995, of the Company.

Peter L.A. 61 Past Director of Robert Fleming Holdings January, 1996 to date.
Jamieson........... Limited, a United Kingdom investment Term expires 2002.
banking firm. Member of Audit and
Pension and Benefits Committees of the
Company.

Peter F. Krogh....... 63 Dean Emeritus and Distinguished May, 1995 to date.
Professor, School of Foreign Service, Term expires 2002.
Georgetown University. Trustee, Winthrop
Focus Funds-Wood, Struthers and Winthrop
Management Co. Chairman of Pension and
Benefits Committee and Member of
Compensation Committee of the Company.
</TABLE>

6
<PAGE>

<TABLE>
<CAPTION>
POSITION WITH COMPANY, PRINCIPAL PERIOD OF SERVICE
NAME AGE OCCUPATION, AND OTHER DIRECTORSHIPS AS DIRECTOR (A); EXPIRATION
- ---- -------- ---------------------------------------- ---------------------------
<S> <C> <C> <C>
Eriberto R. 64 President, Chief Executive Officer and July, 1970 to date.
Scocimara.......... Director of Hungarian-American Term expires 2001.
Enterprise Fund. Director of Quaker
Fabric Corporation, Roper Industries,
Inc., and Euronet Services, Inc.
Chairman of Compensation Committee and
Member of Executive Committee of the
Company.

Robin W. Sternbergh.. 53 Past General Manager of Distribution of May, 1998 to date.
International Business Machines, a Term expires 2001.
computer manufacturer and provider of
information technology services. Member
of Audit and Pension and Benefits
Committees of the Company.
</TABLE>

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

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

(b) Mrs. Magalen C. Webert and Mr. G. FitzGerald Ohrstrom are cousins.

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

During 1999, the Board of Directors of the Company held ten (10) 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 with a
market value equal to that amount. In addition, the non-management Directors
receive an attendance fee of $1,500 for each Board meeting attended.

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 1999, the
Executive Committee did not meet. Each member of the Executive Committee (other
than Mr. Munn, the Company's Chief Executive Officer and the Chairman of the
Committee) receives an annual fee of $15,000.

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 1999,
the Audit Committee held three (3) meetings. Each member of the Audit Committee
receives an annual fee of $1,000. 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 1999, the Compensation Committee met twice.
Each member of the Compensation Committee receives an annual fee of $1,000. 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 1999, the Pension and Benefits Committee met twice. Each member of the
Pension and Benefits Committee receives an annual fee of $1,000. The Chairman of
the Committee receives an additional annual fee of $3,000.

Each non-management member of a Committee receives an attendance fee of $400
for each meeting attended. In addition, Directors are occasionally asked to
serve on special committees and are typically

7
<PAGE>
paid $400 for each meeting attended or $1,000 for a visit to a plant site which
may require an overnight stay.

For 1999, all Directors attended at least seventy-five percent (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.

On December 1, 1999, each non-management Director received an option to
acquire 5,000 Shares at an option price of $35.1875 which was equal to the
closing price of the Shares on the date of grant. In addition, at its February,
2000 meeting, the Board of Directors adopted a Nonemployee Director Stock Option
Plan. Under the Plan, each non-management Director shall annually (commencing in
2001) receive an option to acquire 1,000 Shares at an option price equal to the
closing price of the Shares on the date of grant; provided, however, that each
such grant is expressly conditioned upon the Company's net earnings for the
immediately preceding calendar year equalling or exceeding the net earnings set
forth in the Board approved budget for such year. All options expire ten years
following the grant.

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.

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 solely 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 1999, except
that a Form 4 was filed after its due date reporting open market purchases of
2,350 and 500 Shares by Mrs. Webert.

8
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS

A. SUMMARY COMPENSATION TABLE

The following table discloses compensation received during the three fiscal
years ended December 31, 1997-1999 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 1999:

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
-----------------------
ANNUAL COMPENSATION(1) SECURITIES
NAME AND ----------------------- RESTRICTED UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) STOCK ($) OPTIONS(#) COMPENSATION($)(2)
- ------------------ -------- --------- ----------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Stephen P. Munn................... 1999 $806,000 $ 600,000 -- -- $ 6,400
Chairman and Chief 1998 700,000 1,000,000 -- 100,000 6,400
Executive Officer 1997 600,000 600,000 -- 100,000 6,333

Dennis J. Hall(3)................. 1999 $436,000 $ 265,000 -- 50,000 $ 6,400
Vice Chairman and Chief 1998 380,000 265,000 -- 50,000 6,400
Operating Officer 1997 348,000 245,000 -- 30,000 6,333

Richmond D. McKinnish(4).......... 1999 $356,000 $ 241,000 -- 41,000 $ 6,400
Executive Vice President 1998 316,000 215,000 -- 16,000 6,400
1997 300,000 200,000 -- 15,000 6,333

John S. Barsanti(5) (6)........... 1999 $200,200 $ 102,700 $26,019 15,000 $ 6,400
Vice President and 1998 182,000 65,700 72,266 -- 6,400
Chief Financial Officer 1997 179,340 104,728 30,704 -- 6,333

Scott C. Selbach(7)............... 1999 $201,800 $ 86,000 -- 25,000 $ 6,400
Vice President, Corporate 1998 186,000 130,000 -- 10,000 6,400
Development 1997 177,000 123,000 -- 8,000 265,947(8)
</TABLE>

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

(1) Includes amounts earned in fiscal year.

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

(3) Mr. Hall was appointed Vice Chairman and Chief Operating Officer, effective
March 1, 1999.

(4) Mr. McKinnish was appointed Executive Vice President, effective March 1,
1999.

(5) Mr. Barsanti was appointed Vice President and Chief Financial Officer,
effective March 1, 1999.

(6) Mr. Barsanti holds 3,303 restricted Shares which are valued at $118,908 on
December 31, 1999. During the period the Shares remain restricted,
Mr. Barsanti will receive any dividend declared on such Shares.

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

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

9
<PAGE>
B. STOCK OPTION GRANTS IN 1999

The following table discloses information on stock option grants in fiscal
1999 to the named executive officers.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------
NUMBER OF % OF TOTAL OPTIONS PRE-TAX(2)
SECURITIES GRANTED TO GRANT
UNDERLYING OPTIONS EMPLOYEES IN FISCAL DATE
GRANTED YEAR EXERCISE PRICE EXPIRATION PRESENT
NAME (#) (%) ($/SH) DATE(1) VALUE(3)
- ---- ------------------ ------------------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Stephen P. Munn.................. -- -- -- -- --
-- -- -- -- --
Dennis J. Hall................... 50,000 11.61% $45.5625 02/02/09 $655,200
-- -- -- -- --
Richmond D. McKinnish............ 16,000 3.72% $45.5625 02/02/09 $209,664
25,000 5.81% $35.1875 11/30/09 $253,000
John S. Barsanti................. -- -- -- -- --
15,000 3.48% $35.1875 11/30/09 $151,800
Scott C. Selbach................. 10,000 2.32% $45.5625 02/02/09 $131,040
15,000 3.48% $35.1875 11/30/09 $151,800
</TABLE>

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

(1) Options with a February 2, 2009 expiration date are exercisable, 33.3% on
2/3/99; an additional 33.3% on 2/3/00 and the balance on 2/3/01 and
thereafter, cumulatively, through the expiration date. Options with a
November 30, 2009 expiration date are exercisable, 10% on 3/1/2001; an
additional 20% on 3/1/2002; an additional 30% on 3/1/2003 and the balance on
3/1/2004 and thereafter, cumulatively, through the expiration date.

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

(3) The Black-Scholes model used to calculate the hypothetical values at date of
grant considers the following factors to estimate the options present value:
the stock's historic volatility calculated using the quarterly market price
of the Shares since March 1991, the expected life of the option, risk-free
interest rates and the Shares expected dividend yield. The assumptions used
in the model for this valuation were: Share price volatility 27.4%; expected
life 7 years; risk-free interest of 5.5%; and an expected dividend yield of
2.0%. This resulted in a discounted per Share value of $16.38 for the
options with a February 2, 2009 expiration date (36% of the option price)
and a discounted per Share value of $12.65 for the options with a
November 30, 2009 expiration date (36% of the option price). The
Black-Scholes model assumes that an option is not cancelable and that it can
be sold at any time for cash. Since those assumptions are not applicable
here, the Company has reduced the above grant date present values by 20%.

10
<PAGE>
C. AGGREGATED OPTION EXERCISES IN 1999 AND YEAR END VALUES

The following table discloses information on stock option exercises in
fiscal 1999 by the named executive officers and the value of each officers'
unexercised stock options on December 31, 1999.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING PRE-TAX(1) VALUE OF
SHARES UNEXERCISED UNEXERCISED,
ACQUIRED PRE-TAX(1) OPTIONS AT IN-THE-MONEY
ON VALUE FISCAL OPTIONS AT FISCAL
NAME EXERCISE(#) REALIZED($)(2) YEAR END (#) YEAR ENDS($)(3)
- ---- ----------- -------------- ----------------- -------------------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Stephen P. Munn................... -- -- 266,667 33,333 2,262,500 --

Dennis J. Hall.................... 1,500 59,344 408,501 49,999 7,307,938 --

Richmond D. McKinnish............. 20,000 697,450 127,000 41,000 1,787,320 --

John S. Barsanti.................. -- -- 62,375 15,000 1,271,482 --

Scott C. Selbach.................. -- -- 84,000 25,000 1,380,438 --
</TABLE>

- ------------------------
(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 the Shares on the date of exercise.

(3) Total value of options is calculated by subtracting the exercise price from
$36.00 (the closing price of the Shares on December 31, 1999).

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, 1999 was 5.52%. 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 Sections 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, 1999 under the
pension plans of the Company and its subsidiaries for the executives named in
the Summary Compensation table were as follows: Mr. Munn, $184,255; Mr. Hall,
$82,565; Mr. McKinnish, $194,142; Mr. Selbach, $24,576; and Mr. Barsanti,
$26,209.

As of December 31, 1999, the full years of credited service under the plans
for each of the following individuals were as follows: Mr. Munn, 10 years;
Mr. Hall, 9 years; Mr. McKinnish, 24 years; Mr. Selbach, 9 years; and
Mr. Barsanti, 7 years.

Section 415 of the Internal Revenue Code ("Code") generally places a limit
of $130,000 on the amount of annual pension benefits that may be paid at age 65
from a qualified pension plan such as the one maintained by the Company (the
"Retirement Plan"). Under an unfunded supplemental pension plan maintained by
the Company, the Company will make payments as permitted by the Code to plan

11
<PAGE>
participants in an amount equal to the difference, if any, between the benefits
that would have been payable under the Retirement Plan without regard to the
limitations imposed by the Code and the actual benefits payable under the
Retirement Plan as so limited.

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 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, McKinnish, Selbach and Barsanti 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.

PERFORMANCE GRAPH

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CARLISLE S&P 500 RUSSELL 2000
<S> <C> <C> <C>
1994 $100.00 $100.00 $100.00
1995 114.17 137.48 128.44
1996 174.40 168.96 150.07
1997 249.97 225.23 185.50
1998 305.90 289.01 180.90
1999 216.81 348.65 218.53
</TABLE>

12
<PAGE>
The following table shows how a $100 investment in Carlisle has grown over
the five-year period ending December 31, 1999 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>
DATE CARLISLE S&P 500 RUSSELL 2000
- ---- -------- -------- ------------
<S> <C> <C> <C>
1994........ $100.00 $100.00 $100.00
1995........ 114.17 137.48 128.44
1996........ 174.40 168.96 150.07
1997........ 249.97 225.23 185.50
1998........ 305.90 289.01 180.90
1999........ 216.81 348.65 218.53
</TABLE>

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

13
<PAGE>
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 benefited 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.

With respect to compensation earned by the executive officers of the Company
in 1999 (including bonus compensation paid in 2000), 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 1999 Annual
Report to Shareholders delivered to shareholders with this Proxy Statement. The
Compensation Committee found, as reflected in the financial statements of the
Company for the year ending December 31, 1999, that the Company performed
favorably in 1999 against prior year sales (up 6.2%), earnings before interest
and taxes (up 9.2%), and net earnings per share (up 13%). Quarterly dividends
increased over 13%, enabling the Company to pass on a portion of the Company's
earnings to shareholders. The Company also performed favorably against its
critical success factors as outlined in the 1999 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 the qualitative and quantitative performance based
measures set forth above. The Committee also considered the decline in the
Company's stock price (30.3%) and the decline in the Company's total market
value ($480.6 million) occurring during calendar year 1999. From the
shareholders' perspective, the favorable financial performance was substantially
mitigated by the decline in the stock price. This anamoly, in addition to the
need to retain and motivate top management in a very competitive environment,
were also influencing factors in determining the Chief Executive Officer's
compensation.

CARLISLE COMPANIES INCORPORATED
COMPENSATION COMMITTEE

Eriberto R. Scocimara, Chairman
Henry J. Forrest
Peter F. Krogh

14
<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, 1998, was approved by the
shareholders on April 20, 1988.

The Program contains a Cash Bonus and Restricted Stock Plan available to
certain employees of the Company's operating divisions and operating
subsidiaries. The Program also has a Stock Option Plan available to certain
corporate officers and such other executives as the Compensation Committee shall
determine.

There were originally 400,000 Shares 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 reserved for issuance from 400,000 to
1,000,000. On April 20, 1998, the shareholders approved a second amendment to
the Stock Option Plan increasing the Shares reserved for issuance from 1,000,000
to 1,600,000. Currently, only 4,682 Shares are available for future issuance.

PROPOSAL

On February 2, 2000, the Compensation Committee and Board of Directors
unanimously approved, subject to shareholder approval, an amendment to the
Program increasing the number of Shares that may be issued under the Stock
Option Plan from 1,600,000 to 2,600,000 (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
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 will be voted with one vote for each Share. (See "Voting
by Proxy and Confirmation of Beneficial Ownership" beginning on page 18.

If the Share Increase Amendment is authorized, 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 two million six
hundred thousand (2,600,000) 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.

15
<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 corporate officers and such other executive officers and key
management employees as the Compensation Committee shall determine. Currently,
approximately 20 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 4,682 Shares available for future grants under the Stock Option Plan.
If the Share Increase Amendment is approved, the number of Shares available will
increase by 1,000,000 to 1,004,682. With respect to the Restricted Stock Plan
and reflecting all prior stock splits, 2,400,000 Shares were available for
issuance and 2,158,798 Shares remain available for issuance. In the event of a
stock split, stock dividend, or other relevant change affecting the Shares,
adjustments may be made to the number of Shares available for grants and to the
number of Shares and price under the 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 Shares, 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

16
<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 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 12), the Program
provides for accelerated vesting of stock options and restricted shares.

The Committee has not yet made any determination as to who will receive
grants covering the 1,000,000 Shares subject to the Share Increase Amendment.
For information with respect to stock option grants received by the named
executive officers during 1999, see the Table on page 10. During 1999, all other
officers received stock options covering 299,500 Shares at an average exercise
price of $38.35 per Share.

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,
2000. 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 2001 ANNUAL MEETING

If a shareholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy Statement for the 2001 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 9, 2000. All proposals must conform to the rules and regulations of the
Securities and Exchange Commission. The Securities and Exchange Commission
("SEC") recently amended Rule 14a-4, which governs the use by the Company of
discretionary voting authority with respect to other shareholder proposals. SEC
Rule 14a-4(c)(1) provides that, if the proponent of a shareholder proposal fails
to notify the Company at least forty-five (45) days prior to the month and day
of mailing the prior year's proxy statement, the proxies of the Company's
management would be permitted to use their discretionary authority at the
Company's next annual meeting of shareholders if the proposal were raised at the
meeting without any discussion of the matter in the proxy statement. For
purposes of the Company's 2001 Annual Meeting of Shareholders, the deadline is
January 24, 2001.

17
<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 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, 2000 were beneficially owned before February 24, 1996, entitling
such shareholder to five votes per Share, and how many were acquired after
February 23, 1996, entitling such shareholder to one vote per Share. If no
confirmation of beneficial ownership is received from a shareholder prior to the
Annual Meeting, it will be deemed by the Company that beneficial ownership of
all such Shares was effected after February 23, 1996, and the shareholder will
be entitled to one vote for each Share. If a shareholder provides incorrect
information, he or she may provide correct information at any time 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,
2000 whose Shares on the records of the Company show the following:

(i) that such shareholder had beneficial ownership of such Shares
before February 24, 1996, 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, 1996, 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 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. Shareholders should consult the
pertinent provision of the Restated Certificate of Incorporation attached as
Annex A for those exceptions.

18
<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 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 Shares
that have 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 the 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, 2000

19
<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
SHAREHOLDERS OF

20
<PAGE>
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.

21
<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 RENEWED. THE CORPORATION AND ANY TRANSFER AGENT SHALL BE ENTITLED TO RELY ON
ANY AND ALL INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF THE OUTSTANDING

22
<PAGE>
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.

23
<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 2000 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 Thursday, April 20, 2000, 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 four (4) Directors. The nominees are:
Paul J. Choquette, Jr., Stephen P. Munn, G. FitzGerarld
Ohrstrom and Magalen C. Webert

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 1,600,000 to 2,600,000.

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 Restated Certificate of Incorporation)

Shares beneficially owned BEFORE February 24,
1996. (Post number of shares,
NOT number of votes)
---------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
1. DIRECTORS
PAUL J. CHOQUETTE, JR. .............................. _______ _______ _______
STEPHEN P. MUNN .............................. _______ _______ _______
G. FITZGERALD OHRSTROM .............................. _______ _______ _______
MAGALEN C. WEBERT .............................. _______ _______ _______

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
1,600,000 TO 2,600,000. _______ _______ _______

</TABLE>

<PAGE>

Shares beneficially owned and acquired
AFTER February 23, 1996 (Post number of shares,
NOT number of votes)
----------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
1. DIRECTORS

PAUL J. CHOQUETTE, JR. .............................. _______ _______ _______
STEPHEN P. MUNN .............................. _______ _______ _______
G. FITZGERALD OHRSTROM .............................. _______ _______ _______
MAGALEN C. WEBERT .............................. _______ _______ _______

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
1,600,000 TO 2,600,000. _______ _______ _______

POST ONLY RECORD POSITION:

DATED _________________________, 2000

__________________________________________

__________________________________________
SIGNATURE OF BANK, BROKER OR NOMINEE

</TABLE>

<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, 2000 and who acquired Carlisle Common Stock
before February 24, 1996, will be entitled to cast five votes per share at the
Annual Meeting to be held on April 20, 2000. Those holders of record who
acquired their shares after February 23, 1996 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, 2000.

_____ shares beneficially owned BEFORE February 24, 1996 entitled to
five votes each.

_____ shares beneficially owned and acquired AFTER February 23, 1996
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, 1996.

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, 2000

<PAGE>

PROXY PROXY

CARLISLE COMPANIES INCORPORATED

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 20, 2000

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 shares 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
Thursday, April 20, 2000, 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: Paul J. Choquette, Jr., FOR WITHHOLD (Except those whose names are written on the line provided below)
Stephen P. Munn, G. FitzGerald All All
Ohrstrom and Magalen C. Webert / / / / / / _________________________________________________________

2. To amend the Company's FOR AGAINST ABSTAIN
Executive Incentive Program / / / / / /
to increase the number of
shares of common stock VOTING CONFIRMATION
authorized for issuance
under the Stock Option Plan Please provide the number of shares beneficially
from 1,600,000 to 2,600,000. owned for each category as of February 24, 2000.

_____ shares beneficially owned BEFORE February
24, 1996 entitled to five votes each.

_____ shares beneficially owned AFTER February
23, 1996 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:________________________________, 2000

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, 2000

/ / 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 / /

<TABLE>

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 1,600,000 to
2,600,000.

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

Dated:_________________________, 2000

Signature(s)_________________________
_____________________________________
Please vote, sign, date and return this
proxy card promptly using the enclosed
envelope.

</TABLE>