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                                                                    Exhibit 10.4

                         CARLISLE COMPANIES INCORPORATED

                              NONEMPLOYEE DIRECTORS

                                STOCK OPTION PLAN

                       (Effective as of December 1, 1999)

         1.       PURPOSE. The Carlisle Companies Incorporated Nonemployee
Directors Stock Option Plan (the "Plan") is intended to advance the interests of
Carlisle Companies Incorporated (the "Company") and its stockholders by
attracting, retaining and motivating the performance of nonemployee Directors
(each a "Nonemployee Director") of the Company, and to encourage and enable
Nonemployee Directors to acquire and retain a proprietary interest in the
Company by ownership of its stock.

         2.       ADMINISTRATION.

                  (a) Subject to the express provisions of the Plan, the Board
of Directors of the Company (the "Board") shall have discretionary authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the details and provisions of each Stock Option
Agreement (as defined in Section 7 of the Plan), and to make all determinations
necessary or advisable in the administration of the Plan. All such actions and
determinations by the Board shall be conclusively binding for all purposes and
upon all persons. Notwithstanding the foregoing or anything elsewhere in the
Plan, with respect to any Option granted under the Plan, the Board shall have no
discretionary authority to determine the number of shares of the Company's
common stock (the "Carlisle Shares") covered by such Option, the option price
for the Carlisle Shares or the date of grant, all such determinations occurring
automatically pursuant to Section 5(b) of the Plan. The Board shall not be
liable for any action or determination made in good faith with respect to the
Plan, any Option or any Stock Option Agreement entered into hereunder.

                  (b) "Option" means an option to purchase Carlisle Shares
granted under the Plan.

         3.       NUMBER OF CARLISLE SHARES SUBJECT TO PLAN. Subject to
adjustment pursuant to the provisions of Section 4 of the Plan, the maximum
number of Carlisle Shares which may be issued and sold hereunder shall be
200,000 and all such Shares must be held in the Company's treasury. Carlisle
Shares covered by an Option that shall have been exercised shall not again be
available for an Option grant. If an Option shall terminate for any reason
without being wholly exercised, the number of Carlisle Shares to which such
Option termination relates shall again be available for grant.

         4.       ANTIDILUTION. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger or
consolidation, or the sale, conveyance, lease or other transfer by the Company
of all or substantially all of its property, or any other change in the
corporate structure or shares of the Company, pursuant to any of which events
the then outstanding Carlisle Shares are split up or combined, or are changed
into, become exchangeable at the holder's election for, or entitle the holder
thereof to, other shares of stock, or in the case of any other transaction
described in Section 424(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), the Board may proportionately change the number and kind of shares
(including by substitution of shares of another corporation) subject to the
Options and/or the option price of such shares in the manner that it may deem to
be equitable and appropriate.

         5.       OPTION GRANTS.

                  (a) Effective December 1, 1999 and as authorized by resolution
of the Board, the Company grants each Nonemployee Director serving at such time
an Option to purchase 5,000 Carlisle Shares at an option price of $35.1875, the
closing price on the New York Stock Exchange ("NYSE") of the Carlisle Shares on
December 1, 1999.

                  (b) Commencing in 2001 and each year thereafter for the
duration of the Plan, on the date of the Company's February Board of Directors'
meeting for the applicable year (or such other date as the Board shall
determine), the Company shall grant each Nonemployee Director serving at such
time an Option to purchase 1,000 Carlisle Shares at an option price equal to the
closing price on the NYSE of the Carlisle Shares on the date of such


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meeting; PROVIDED, HOWEVER, that each such grant shall be conditioned upon the
Company's net earnings for the immediately preceding calendar year equaling or
exceeding the net earnings set forth in the approved Operating Plan for such
year.

         6.       VESTING; TERM OF OPTIONS.

                  (a) Each Option shall vest and become exercisable as follows:
(i) one-third (1/3) on the date of grant, (ii) an additional one-third (1/3) on
the one year anniversary of the date of grant, and (iii) the remaining one-third
(1/3) on the second anniversary of the date of grant, PROVIDED that the
Nonemployee Director to whom such Option was granted remains a Nonemployee
Director on those dates. In addition, all Options granted to a Nonemployee
Director whose term as a Director ends as a result of the death, Permanent or
Total Disability (as defined in Section 10(b) of the Plan) or a Change in
Control (as defined in Section 10(c) of the Plan) shall vest and become
exercisable immediately upon the expiration of his or her term.

                  (b) Notwithstanding anything elsewhere in the Plan to the
contrary, an unexercised Option shall expire on the day immediately preceding
the ten year anniversary of grant (the "Expiration Date").

         7.       STOCK OPTION AGREEMENT. The Company and each Nonemployee
Director granted an Option hereunder (the "Optionee") shall enter into a stock
option agreement (the "Stock Option Agreement") which shall set forth such terms
and conditions of the Option as may be determined by the Board to be consistent
with the Plan, and which may include additional provisions and restrictions that
are not inconsistent with the Plan.

         8.       OPTION EXERCISE. A vested Option may be exercised in whole or
in part at any time (but in respect to whole Carlisle Shares only) within the
period permitted for the exercise thereof, and shall be exercised by written
notice of intent to exercise the Option for a specified number of Carlisle
Shares delivered to the Company at its principal office, and payment in full of
the option price for the specified number of Carlisle Shares. The option price
shall be payable in cash.

         9.       TRANSFERABILITY OF OPTIONS. All Options shall be
nontransferable except (i) upon the Optionee's death, by the Optionee's will or
the laws of descent and distribution or (ii) on a case-by-case basis as may be
approved by the Board in its discretion.

         10.      TERMINATION OF SERVICE.

                  (a) If an Optionee's service as a member of the Board shall
terminate as a result of death, all non-vested Options shall vest and become
exercisable and the executor or administration of the estate of the decedent, or
the person or persons to whom an Option shall have been validly transferred
pursuant to will or the laws of descent and distribution, shall exercise all
outstanding Options by the earlier of (i) twelve months from the date of
termination, or (ii) the Expiration Date. Any Options not so exercised shall be
forfeited.

                  (b) If an Optionee's service as a member of the Board shall
terminate as a result of his Permanent and Total Disability, all non-vested
Options shall vest and become exercisable and the Optionee (or in the case of an
Optionee who is legally incapacitated, his guardian or legal representative)
shall exercise all outstanding Options by the earlier of (i) twelve months from
the date of termination, or (ii) the Expiration Date. All Options not so
exercised shall be forfeited. "Permanent and Total Disability" means the
inability of an Optionee to perform his duties as a member of the Board by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.

                  (c) If an Optionee's service as a member of the Board shall
terminate in connection with a Change in Control of the Company, all non-vested
Options shall vest and become exercisable and the Optionee shall exercise all
outstanding Options by the earlier of (i) twelve months from the date of
termination, or (ii) the Expiration Date. All Options not so exercised shall be
forfeited.

                           For purposes of this Plan, the following definitions
shall apply:

                           "Change in Control" shall occur in the event: (i) any
Person shall become directly or indirectly, the Beneficial Owner of securities
of the Company representing fifty percent (50%) or more of the combined


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voting power of the Company's then outstanding securities for the election of
directors or fifty percent (50%) or more of the Company's then outstanding
shares of common stock, or (ii) any Person commences a tender offer pursuant to
Regulation 14D promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, or any successor provision thereto, which, if
successful, would result in such Person becoming the Beneficial Owner of fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding securities for the election of directors or fifty percent (50%) or
more of the Company's then outstanding shares of commons stock.

                           "Affiliate" and "Associate" shall have the meanings
of such terms under Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934;

                           "Beneficial Owner" shall have the meaning given such
term under Rule 13d-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934;

                           "Person" shall mean and include any individual,
corporation, partnership or other person or entity and any Group and all
Affiliates and Associates of any such individual, corporation, partnership, or
other person or entity or Group;

                           "Group" shall mean persons and entities that act in
concert as described in Section 14(d)(2) of the Securities Exchange Act of 1934
(other than the Company or any subsidiary thereof and other than any
profit-sharing employee stock ownership or any other employee benefit plan of
the Company or such subsidiary, or any trustee of or fiduciary with respect to
any such plan when acting in any such capacity and other than any executive
officer of the Company).

                  (d) If an Optionee's service as a member of the Board shall
terminate for any reason other than death, Permanent and Total Disability,
Change in Control or removal for cause, all non-vested Options shall remain
non-vested and the Optionee shall exercise each previously vested Option by the
earlier of (i) ninety days from the date of termination, or (ii) the Expiration
Date. Any Option not so exercised shall be forfeited.

                  (e) If an Optionee shall be removed from the Board for cause,
the Optionee's right to exercise any unexercised portion of his Options shall
immediately terminate and all rights thereunder shall cease. An Optionee shall
be considered to have been removed for "cause" when he or she shall have been
removed from the Board by the stockholders of the Company for cause in
accordance with applicable state law and the Restated Certificate of
Incorporation of the Company.

         11.      ISSUANCE OF CERTIFICATES. The Company shall issue a stock
certificate in the name of the Optionee (or other person exercising the Option
in accordance with the provisions of the Plan) for the Carlisle Shares purchased
by exercise of an Option as soon as practicable after due exercise and payment
of the option price for such Carlisle Shares.

         12.      TERMINATION; AMENDMENT. The Plan shall continue until
terminated by the Board. The Board may at any time amend or modify the Plan;
PROVIDED, HOWEVER, that the Board may not act more than once every six months to
amend the provisions of the Plan relating to the determination of the number of
Carlisle Shares subject to a particular Option, the option price or the date of
grant of any Option under the Plan. Notwithstanding the foregoing, no amendment
or modification of the Plan shall in any manner affect any Option previously
granted without the consent of the Optionee.

         13.      MISCELLANEOUS.

                  (a) Nothing in the Plan, in the grant of any Option or in any
Stock Option Agreement shall confer upon any Nonemployee Director the right to
continued service as a member of the Board.

                  (b) An Optionee or the permitted transferee of an Option shall
have no rights as a shareholder with respect to any Carlisle Shares subject to
Option prior to the purchase of the Carlisle Shares by exercise of the Option.
Nothing contained in the Plan or in the Stock Option Agreement shall create an
obligation on the part of the Company to repurchase any Carlisle Shares acquired
hereunder.

                  (c) The Plan shall be binding upon the Company, its successors
and assigns, and the Optionee, his executor , administrator and permitted
transferees.


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                  (d) Whenever used herein, nouns in the singular shall include
the plural, and the masculine pronoun shall include the feminine gender.

                  (e) If any provision of the Plan or any Stock Option Agreement
shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.

                  (f) The validity and construction of the Plan and the Stock
Option Agreements shall be governed by the laws of the State of New York.