Exhibit 10.3


 


CARLISLE COMPANIES INCORPORATED


NONQUALIFIED BENEFIT PLAN TRUST


 

















 


CARLISLE COMPANIES INCORPORATED


NONQUALIFIED BENEFIT PLAN TRUST


 


	
  SECTION 1.

  	
  Establishment of the Trust

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  Payments
  to Participants and Their Beneficiaries

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  Trustee
  Responsibility Regarding Payments if the Company Is Insolvent

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  Payments
  When a Short-Fall of Trust Assets Occurs

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  Payments
  to the Company

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  Investment
  Authority

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  Insurance
  Contracts

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  Disposition
  of Income

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  Accounting
  by the Trustee

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  Responsibility
  of the Trustee

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  Compensation
  and Expenses of the Trustee

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  Resignation
  and Removal of the Trustee

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  Appointment
  of Successor

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  Amendment
  or Termination

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  Change
  in Control

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  Confidentiality

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  Miscellaneous

  	
  13

  



 

















 


CARLISLE COMPANIES INCORPORATED


NONQUALIFIED BENEFIT PLAN TRUST


 


THIS TRUST AGREEMENT (this “Trust Agreement”) is made and entered into
as of February 2, 2010, by and between CARLISLE COMPANIES INCORPORATED, a
Delaware corporation, (the “Company”) and WACHOVIA BANK, NATIONAL ASSOCIATION
(the “Trustee”).


 


Recitals


 


WHEREAS, the Company has adopted the nonqualified deferred compensation
plans and agreements (the “Arrangements”) listed in Appendix A;


 


WHEREAS, the Company has incurred or expects to incur liability under
the terms of the Arrangements to the individuals participating in the
Arrangements (the “Participants and Beneficiaries”);


 


WHEREAS, the Company hereby establishes a Trust (the “Trust”) and shall
contribute to the Trust assets that shall be held therein, subject to the
claims of the Company’s creditors in the event of the Company’s Insolvency, as
herein defined, until paid to the Participants and their Beneficiaries in such
manner and at such times as specified in the Arrangements and in this Trust
Agreement;


 


WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the
Arrangements as unfunded plans maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”); and


 


WHEREAS, it is the intention of the Company to make contributions to
the Trust to provide itself with a source of funds (the “Fund”) to assist it in
satisfying its liabilities under the Arrangements.


 


NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:


 


SECTION 1.                            Establishment of the Trust


 


(a)           The Trust is intended to be
a grantor trust, of which the Company is the grantor, within the meaning of Section 671
et seq. of the Internal Revenue Code of
1986, as amended (the “Code”), and shall be construed accordingly.


 


(b)           The Company
shall be considered the grantor for the purposes of the Trust.


 


(c)           Subject to Section 1(h),
the Trust is irrevocable.


 


(d)           The Company
hereby deposits with the Trustee in the Trust one-thousand dollars and zero
cents ($1,000.00) which shall become the principal of the Trust to be held,
administered and disposed of by the Trustee as provided in this Trust
Agreement.


 


(e)           The principal
of the Trust, and any earnings thereon shall be held separate and apart from
other funds of the Company and shall be used exclusively for the uses and
purposes of the Participants and Beneficiaries and general creditors as herein
set forth.  The Participants and
Beneficiaries shall have no preferred claim on, or any beneficial ownership
interest in, any assets of the Trust. 
Any rights created under the Arrangements and this Trust Agreement shall
be unsecured contractual rights of the Participants and Beneficiaries against
the Company.  Any assets held by the
Trust will be subject 


 


1

















 


to the claims of the general creditors of the Company under federal and
state law in the event the Company is Insolvent, as defined in Section 3(a).


 


(f)            The Company, in
its sole discretion, may at any time, or from time to time, make additional
deposits of cash or other property acceptable to the Trustee in the Trust to
augment the principal to be held, administered and disposed of by the Trustee
as provided in this Trust Agreement. 
Prior to a Change in Control, neither the Trustee nor any Participant or
Beneficiary shall have any right to compel additional deposits.


 


(g)           In addition to
the initial contribution, the Company shall make such other contributions as
shall from time to time be authorized by due corporate action.  Any such payments made by the Company may be
in cash, by letter of credit or, prior to the date as of which a Change in
Control occurs, in such property (including, without limitation, securities
issued by the Company) as the Company may determine.  The Company shall keep accurate books and
records with respect to the interest of each Participant and Beneficiary in any
Arrangement and shall provide copies of such books and records to the Trustee
at any time as the Trustee shall request. 
Upon a Change in Control, as defined herein, the Company shall, as soon
as possible, but in no event longer than thirty (30) days following the
occurrence of a Change in Control, make a contribution to the Trust in an
amount that is sufficient (taking into account the Trust assets, if any,
resulting from prior contributions) to fund the Trust in an amount equal to no
less than 100% but no more than 120% of the Required Funding and Expense
Reserve.  The Required Funding shall be
equal to the amount necessary to pay each Participant or Beneficiary the
benefits to which he would be entitled pursuant to the terms of the
Arrangements as of the date on which the Change in Control occurred.  The Expense Reserve shall be equal to the
lesser of: (i) the estimated trustee and record-keeper expenses and fees
for one year or (ii)  seventy-five thousand dollars ($75,000).  Annually, the Company shall recalculate the
Required Funding and Expense Reserve as of December 31 of the preceding
year and, if the assets of the Trust are less than the sum of the Required
Funding and Expense Reserve, the Company shall make a contribution to the Trust
in an amount equal to no less than 100% but no more than 120% of the Required
Funding and Expense Reserve.


 


SECTION 2. Payments to Participants and Their Beneficiaries


 


(a)           Prior to a
Change in Control, distributions from the Trust shall be made by the Trustee to
the Participants and Beneficiaries at the direction of the Company.  Prior to a Change in Control, the entitlement
of the Participants or Beneficiaries to benefits under the Arrangements shall
be determined by the Plan Administrator under the Arrangements, and any claim
for such benefits shall be considered and reviewed under the procedures set out
in the Arrangements.


 


(b)           The Company may make payment
of benefits directly to the Participants and Beneficiaries as they become due
under the terms of the Arrangements.  The
Company shall notify the Trustee of its decision to make payment of benefits
directly prior to the time amounts are payable to the Participants and
Beneficiaries.  Before a Change in
Control, the Company may direct the Trustee in writing to reimburse the Company
from the Trust assets, and debit the account or other interest of each
Participant and Beneficiary, for amounts paid directly to the Participant or
their Beneficiaries by the Company.  The
Trustee shall reimburse the Company for such payments promptly after receipt by
the Trustee of satisfactory evidence that the Company has made the direct
payments.  No such reimbursement shall be
allowed upon or after Change in Control that would result in Trust assets
equaling less than 100% of the Required Funding and Expense Reserve.


 


2

















 


In
addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Arrangements, the Company shall make the balance of each such payment as it
falls due in accordance with the Arrangements. 
The Trustee shall notify the Company where principal and earnings are
not sufficient.  Nothing in this
Agreement shall relieve the Company of its liabilities to pay benefits due
under the Arrangements except to the extent such liabilities are met by
application of assets of the Trust.


 


(c)           The Company shall deliver to
the Trustee a schedule of benefits, to include state and federal tax
withholding requirements, due under the Arrangements on an annual basis.  Immediately after a Change in Control, the
Company shall deliver to the Trustee an updated schedule of benefits due under
the Arrangements.  After a Change in
Control, the Trustee shall pay benefits due in accordance with such
schedule.  After a Change in Control, the
Plan Administrator shall continue to make the determination of benefits due to
the Participants and Beneficiaries and shall provide the Trustee with an
updated schedule, to include state and federal tax withholding requirements, of
benefits due; provided however, a Participant or Beneficiary may make
application to the Trustee for an independent decision as to the amount or form
of benefits due under the Arrangements. 
In making any determination required or permitted to be made by the
Trustee under this Section, the Trustee shall, in each such case, reach its own
independent determination, in its absolute and sole discretion, as to the
Participant’s or Beneficiary’s entitlement to a payment hereunder.  In making its determination, the Trustee may
consult with and make such inquiries of such persons, including the Participant
or Beneficiary, the Company, legal counsel, actuaries or other persons, as the
Trustee may reasonably deem necessary. 
Any reasonable costs incurred by the Trustee in arriving at its
determination shall be reimbursed by the Company and, to the extent not paid by
the Company within a reasonable time, shall be charged to the Trust.  The Company waives any right to contest any
amount paid over by the Trustee hereunder pursuant to a good faith
determination made by the Trustee notwithstanding any claim by or on behalf of
the Company (absent a manifest abuse of discretion by the Trustee) that such
payments should not be made.


 


(d)           The Trustee agrees that it
will not itself institute any action at law or at equity, whether in the nature
of an accounting, interpleading action, request for a declaratory judgment or
otherwise, requesting a court or administrative or quasi-judicial body to make
the determination required to be made by the Trustee under this Section 2
in the place and stead of the Trustee. 
The Trustee may (and, if necessary or appropriate, shall) institute an
action to collect a contribution due the Trust following a Change in Control or
in the event that the Trust should ever experience a short-fall in the amount
of assets necessary to make payments pursuant to the terms of the Arrangements.


 


SECTION 3. Trustee Responsibility Regarding Payments if the Company Is Insolvent


 


(a)           The Trustee
shall cease payment of benefits to the Participants and Beneficiaries if the
Company is Insolvent.  The Company shall
be considered “Insolvent” for purposes of this Trust Agreement if (i) the
Company is unable to pay its debts as they become due or (ii) the Company
is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code.


 


(b)           At all times
during the continuance of this Trust, the principal and income of the Trust
shall be subject to claims of general creditors of the Company under federal
and state law as set forth below.


 


(1)           The Chief Executive Officer
and Chief Financial Officer of the Company shall have the duty to inform the
Trustee in writing that the Company is Insolvent.  If a person claiming to be a creditor of the
Company alleges in writing to the Trustee that the Company has become
Insolvent, the Trustee shall determine whether the Company


 


3

















 


is Insolvent and, pending such determination, the Trustee shall
discontinue payment of benefits to the Participants and Beneficiaries.


 


(2)           Unless the Trustee has
actual knowledge that the Company is Insolvent, or has received notice from the
Company or a person claiming to be a creditor alleging that the Company is
Insolvent, the Trustee shall have no duty to inquire whether the Company is
Insolvent.  The Trustee may in all events
rely on such evidence concerning the Company’s solvency as may be furnished to
the Trustee and that provides the Trustee with a reasonable basis for making a
determination concerning the Company’s solvency.


 


(3)           If at any time the Trustee
has determined that the Company is Insolvent, the Trustee shall discontinue payments
to the Participants and Beneficiaries and shall hold the assets of the Trust
for the benefit of the Company’s general creditors.  Nothing in this Trust Agreement shall in any
way diminish any rights of the Participants and Beneficiaries to pursue their
rights as general creditors of the Company with respect to benefits due under
the Arrangements or otherwise.


 


(4)           The Trustee shall resume the
payment of benefits to the Participants and Beneficiaries in accordance with Section 2
of this Trust Agreement only after the Trustee has determined that the Company
is not Insolvent (or is no longer Insolvent).


 


(c)           Provided that
there are sufficient assets, if the Trustee discontinues the payment of
benefits from the Trust pursuant to Section 3(b) hereof and subsequently
resumes such payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to the Participants and
Beneficiaries under the terms of the Arrangements for the period of such
discontinuance, less the aggregate amount of any payments made to the
Participants and Beneficiaries by the Company in lieu of the payments provided
for hereunder during any such period of discontinuance.


 


SECTION 4. Payments When a Short-Fall of Trust Assets Occurs


 


(a)           If there are
not sufficient assets for the payment of current and expected future benefits
pursuant to Section 2 or Section 3(c) hereof and the Company
does not otherwise make such payments within a reasonable time after demand
from the Trustee, the Trustee shall allocate the Trust assets among the
Participants and Beneficiaries in the following order of priority:


 


(1)           vested Participants
(regardless of whether they are actively employed) and their Beneficiaries; and


 


(2)           non-vested Participants
(regardless of whether they are actively employed) and their Beneficiaries


 


(b)           Within each
category, assets shall be allocated pro-rata with respect to the total present
value of benefits expected for each Participant or Beneficiary within the
category, and payments to each Participant or Beneficiary shall be made to the
extent of the assets allocated to each Participant or Beneficiary.


 


(c)           Upon receipt of
a contribution from the Company necessary to make up for a short-fall in the
payments due, the Trustee shall resume payments to all the Participants and
Beneficiaries under the 


 


4

















 


Arrangements.  Following a Change
in Control, the Trustee shall have the right and duty to compel a contribution
to the Trust from the Company to make-up for any short-fall.


 


SECTION 5.                            Payments to the Company


 


(a)           Except as
provided in Section 2(b), Section 3, Section 5(b), Section 8(a) and
Section 14(c), the Company shall have no right or power to direct the
Trustee to return to the Company or to divert to others any of the Trust assets
before all payment of benefits have been made to the Participants and
Beneficiaries pursuant to the terms of the Arrangements.


 


(b)           In the event
that the Company, prior to a Change in Control, or the Trustee in its sole and
absolute discretion, after a Change in Control, determines that the Trust
assets exceed one-hundred ten percent (110%) of the anticipated benefit
obligations and administrative expenses that are to be paid under the
Arrangements, the Trustee, at the written direction of the Company, prior to a
Change in Control, or the Trustee in its sole and absolute discretion, after a
Change in Control, shall distribute to the Company such excess portion of Trust
assets.


 


SECTION 6.                                    Investment Authority


 


(a)           The Trustee shall not be
liable in discharging its duties hereunder, including without limitation its
duty to invest and reinvest the Fund, if it acts for the exclusive benefit of
the Participants and Beneficiaries, in good faith and as a prudent person would
act in accomplishing a similar task and in accordance with the terms of this
Trust Agreement and any applicable federal or state laws, rules or
regulations.


 


(b)           Prior to a Change in
Control, the Company shall have the right, subject to this Section, to direct
the Trustee with respect to investments.


 


(1)           The Company may direct the Trustee to segregate all
or a portion of the Fund in a separate investment account or accounts and may
appoint one or more investment managers and/or an investment committee
established by the Company to direct the investment and reinvestment of each
such investment account or accounts.  In
such event, the Company shall notify the Trustee of the appointment of each
such investment manager and/or investment committee.  No such investment manager shall be related,
directly or indirectly, to the Company, but members of the investment committee
may be employees of the Company.


 


(2)           Thereafter, until a Change in Control, the Trustee
shall make every sale or investment with respect to such investment account as
directed in writing by the investment manager or investment committee.  It shall be the duty of the Trustee to act
strictly in accordance with each direction. 
The Trustee shall be under no duty to question any such direction of the
investment manager or investment committee, to review any securities or other
property held in such investment account or accounts acquired by it pursuant to
such directions or to make any recommendations to the investment managers or
investment committee with respect to such securities or other property.


 


(3)           Notwithstanding the foregoing, the Trustee, without
obtaining prior approval or direction from an investment manager or investment
committee, shall invest cash balances held by it from time to time in short
term cash equivalents including, but not limited to, through the medium of any
short term common, collective or commingled trust fund established 


 


5

















 


and
maintained by the Trustee subject to the instrument establishing such trust
fund, U.S. Treasury Bills, commercial paper (including such forms of commercial
paper as may be available through the Trustee’s trust department), certificates
of deposit (including certificates issued by the Trustee in its separate
corporate capacity) and similar type securities, with a maturity not to exceed
one year; and, furthermore, sell such short term investments as may be
necessary to carry out the instructions of an investment manager or investment
committee regarding more permanent type investment and directed distributions.


 


(4)           The Trustee shall neither be liable nor responsible
for any loss resulting to the Fund by reason of any sale or purchase of an
investment directed by an investment manager or investment committee nor by
reason of the failure to take any action with respect to any investment which
was acquired pursuant to any such direction in the absence of further
directions of such investment manager or investment committee.


 


(5)           Notwithstanding anything in this Agreement to the
contrary, the Trustee shall be indemnified and saved harmless by the Company
from and against any and all personal liability to which the Trustee may be
subjected by carrying out any directions of an investment manager or investment
committee issued pursuant hereto or for failure to act in the absence of
directions of the investment manager or investment committee including all
expenses reasonably incurred in its defense in the event the Company fails to
provide such defense; provided, however, the Trustee shall not be so
indemnified if it participates knowingly in, or knowingly undertakes to
conceal, an act or omission of an investment manager or investment committee,
having actual knowledge that such act or omission is a breach of a fiduciary
duty; provided further, however, that the Trustee shall not be deemed to have
knowingly participated in or knowingly undertaken to conceal an act or omission
of an investment manager or investment committee with knowledge that such act
or omission was a breach of fiduciary duty by merely complying with directions
of an investment manager or investment committee or for failure to act in the
absence of directions of an investment manager or investment committee.  The Trustee may rely upon any order,
certificate, notice, direction or other documentary confirmation purporting to
have been issued by the investment manager or investment committee which the
Trustee believes to be genuine and to have been issued by the investment
manager or investment committee.  The
Trustee shall not be charged with knowledge of the termination of the
appointment of any investment manager or investment committee until it receives
written notice thereof from the Company.


 


(6)           The Company, prior to a Change in Control, may
direct the Trustee to invest in securities (including stock and the rights to
acquire stock) or obligations issued by the Company.


 


(7)           All rights associated with respect to any investment
held by the Trust, including but not limited to, exercising or voting of
proxies, in person or by general or limited proxy, shall be in accordance with
and as directed in writing by the Company or its authorized representative.


 


(c)           Subsequent to a Change in
Control, the Trustee shall have the power in investing and reinvesting the Fund
in its sole discretion:


 


(1)           To invest and reinvest in
any readily marketable common and preferred stocks (including any stock or
security of the Company), bonds, notes, debentures (including convertible
stocks and securities but not including any stock or security of the Trustee
other than a de 


 


6

















 


minimus amount held in a
collective or mutual fund), certificates of deposit or demand or time deposits
(including any such deposits with the Trustee), limited partnerships or limited
liability companies, private placements and shares of investment companies, and
mutual funds, without being limited to the classes or property in which the
Trustees are authorized to invest by any law or any rule of court of any
state and without regard to the proportion any such property may bear to the
entire amount of the Fund.  Without
limitation, the Trustee may invest the Trust in any investment company
(including any investment company or companies for which the Trustee. or an
affiliated company acts as the investment advisor) or, any insurance contract
or contracts issued by an insurance company or companies in each case as the
Trustee may determine provided that the Trustee may in its sole discretion keep
such portion of the Trust in cash or cash balances for such reasonable periods
as may from time to time be deemed advisable pending investment or in order to
meet contemplated payments of benefits;


 


(2)           To invest and reinvest all
or any portion of the Fund collectively through the medium of any proprietary
mutual fund that may be established and maintained by the Trustee;


 


(3)           To commingle for investment
purposes all or any portion of the Fund with assets of any other similar trust
or trusts established by the Company with the Trustee for the purpose of
safeguarding deferred compensation or retirement income benefits of its
employees and/or directors;


 


(4)           To retain any property at
any time received by the Trustee;


 


(5)           To sell or exchange any
property held by it at public or private sale, for cash or on credit, to grant
and exercise options for the purchase or exchange thereof, to exercise all
conversion or subscription rights pertaining to any such property and to enter
into any covenant or agreement to purchase any property in the future;


 


(6)           To participate in any plan
of reorganization, consolidation, merger, combination, liquidation or other
similar plan relating to property held by it and to consent to or oppose any
such plan or any action thereunder or any contract, lease, mortgage, purchase,
sale or other action by any person;


 


(7)           To deposit any property held
by it with any protective, reorganization or similar committee, to delegate
discretionary power thereto, and to pay part of the expenses and compensation
thereof for any assessments levied with respect to any such property to be
deposited;


 


(8)           To extend the time of
payment of any obligation held by it;


 


(9)           To hold uninvested any
moneys received by it, without liability for interest thereon, but only in
anticipation of payments due for investments, reinvestments, expenses or
disbursements;


 


(10)         To exercise all voting or
other rights with respect to any property held by it and to grant proxies,
discretionary or otherwise;


 


(11)         For the purposes of the
Trust, to borrow money from others, to issue its promissory note or notes
therefor, and to secure the repayment thereof by pledging any property held by
it;


 


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(12)                            To employ
suitable contractors and counsel, who may be counsel to the Company or to the
Trustee, and to pay their reasonable expenses and compensation from the Fund to
the extent not paid by the Company;


 


(13)                            To register
investments in its own name or in the name of a nominee; and to combine
certificates representing securities with certificates of the same issue held
by it in other fiduciary capacities or to deposit or to arrange for the deposit
of such securities with any depository, even though, when so deposited, such
securities may be held in the name of the nominee of such depository with other
securities deposited therewith by other persons, or to deposit or to arrange
for the deposit of any securities issued or guaranteed by the United States government,
or any agency or instrumentality thereof, including securities evidenced by
book entries rather than by certificates, with the United States Department of
the Treasury or a Federal Reserve Bank, even though, when so deposited, such
securities may not be held separate from securities deposited therein by other
persons; provided, however, that no securities held in the Fund shall be
deposited with the United States Department of the Treasury or a Federal
Reserve Bank or other depository in the same account as any individual property
of the Trustee, and provided, further, that the books and records of the
Trustee shall at all times show that all such securities are part of the Trust
Fund;


 


(14)                            To settle,
compromise or submit to arbitration any claims, debts or damages due or owing
to or from the Trust, respectively, to commence or defend suits or legal
proceedings to protect any interest of the Trust, and to represent the Trust in
all suits or legal proceedings in any court or before any other body or
tribunal; provided, however, that the Trustee shall not be required to take any
such action unless it shall have been indemnified by the Company to its
reasonable satisfaction against liability or expenses it might incur therefrom;


 


(15)                            Subject to Section 7,
to hold and retain policies of life insurance, annuity contracts, and other
property of any kind which policies are contributed to the Trust by the Company
or any subsidiary of the Company or are purchased by the Trustee;


 


(16)                            To hold any
other class of assets which may be contributed by the Company and that is
deemed reasonable by the Trustee, unless expressly prohibited herein;


 


(17)                            To loan any
securities at any time held by it to brokers or dealers upon such security as
may be deemed advisable, and during the terms of any such loan to permit the
loaned securities to be transferred into the name of and voted by the borrower
or others; and


 


(18)                            Generally, to
do all acts, whether or not expressly authorized, that the Trustee may deem
necessary or desirable for the protection of the Fund.


 


(d)                                 Following a
Change in Control, the Trustee shall have the sole and absolute discretion in
the management of the Trust assets and shall have all the powers set forth
under Section 6(c).  In investing
the Trust assets, the Trustee shall consider:


 


(1)                                  the needs of
the Arrangements;


 


(2)                                  the need for
matching of the Trust assets with the liabilities of the Arrangements; and


 


8

















 


(3)                                  the duty of the
Trustee to act solely in the best interests of the Participants and
Beneficiaries.


 


(e)                                  The Trustee
shall have the right, in its sole discretion, to delegate its investment
responsibility to an investment manager who may be an affiliate of the
Trustee.  In the event the Trustee shall
exercise this right, the Trustee shall remain, at all times responsible for the
acts of an investment manager.  The
Trustee shall have the right to purchase an insurance policy or an annuity to
fund the benefits of the Arrangements.


 


(f)                                    The Company
shall have the right at any time, and from time to time in its sole discretion,
to substitute assets (other than securities issued by the Trustee or the
Company) of equal fair market value for any asset held by the Trust.  This right is exercisable by the Company in a
nonfiduciary capacity without the approval or consent of any person in a
fiduciary capacity; provided, however, that, following a Change in Control, no
such substitution shall be permitted unless the Trustee determines that the
fair market values of the substituted assets are equal.


 


SECTION 7.                                       Insurance Contracts


 


(a)                                  To the extent
that the Trustee is directed by the Company prior to a Change in Control to
invest part or all of the Trust Fund in insurance contracts, the type and
amount thereof shall be specified by the Company.  The Trustee shall be under no duty to make
inquiry as to the propriety of the type or amount so specified.


 


(b)                                 Each insurance
contract issued shall provide that the Trustee shall be the owner thereof with
the power to exercise all rights, privileges, options and elections granted by
or permitted under such contract or under the rules of the insurer.  The exercise by the Trustee of any incidents
of ownership under any contract shall, prior to a Change in Control, be subject
to the direction of the Company.  After a
Change in Control, the Trustee shall have all such rights.


 


(c)                                  The Trustee
shall have no power to name a beneficiary of the policy other than the Trust,
to assign the policy (as distinct from conversion of the policy to a different
form) other than to a successor Trustee, or to loan to any person the proceeds
of any borrowing against an insurance policy held in the Trust Fund.


 


(d)                                 No insurer
shall be deemed to be a party to the Trust and an insurer’s obligations shall
be measured and determined solely by the terms of contracts and other
agreements executed by the insurer.


 


SECTION 8.                                   Disposition of Income


 


(a)                                  Prior to a
Change in Control, all income received by the Trust, net of expenses and taxes,
may be returned to the Company or accumulated and reinvested within the Trust
at the direction of the Company.


 


(b)                                 Following a
Change in Control, all income received by the Trust, net of expenses and taxes
payable by the Trust, shall be accumulated and reinvested within the Trust.


 


SECTION 9.                          Accounting by the Trustee


 


The
Trustee shall keep accurate and detailed records of all investments, receipts,
disbursements, and all other transactions required to be made, including such
specific records as shall be agreed upon in writing between the Company and the
Trustee.  Within forty-five (45) days
following the close of each calendar year and 


 


9

















 


within
forty-five (45) days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest paid
or  receivable being shown separately), and
showing all cash, securities and other property held in the Trust at the end of
such year or as of the date of such removal or resignation, as the case may
be.  The Company may approve such account
by an instrument in writing delivered to the Trustee.  In the absence of the Company’s filing with
the Trustee objections to any such account within ninety (90) days after its
receipt, the Company shall be deemed to have so approved such account.  In such case, or upon the written approval by
the Company of any such account, the Trustee shall, to the extent permitted by
law, be discharged from all liability to the Company for its acts or failures
to act described by such account.  The
foregoing, however, shall not preclude the Trustee from having its accounting
settled by a court of competent jurisdiction. 
The Trustee shall be entitled to hold and to commingle the assets of the
Trust in one Fund for investment purposes but at the direction of the Company
prior to a Change in Control, the Trustee shall create one or more
sub-accounts.


 


SECTION 10.                     Responsibility of the
Trustee


 


(a)                                  The Trustee
shall act with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent person acting in like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims, provided, however, that the Trustee shall incur no liability to
any person for any action taken pursuant to a direction, request or approval
given by the Company which is contemplated by, and in conformity with, the
terms of the Arrangements or this Trust and is given in writing by the
Company.  In the event of a dispute
between the Company and a party, the Trustee may apply to a court of competent
jurisdiction to resolve the dispute, subject, however to Section 2(d).


 


(b)                                 The Company
hereby indemnifies the Trustee against losses, liabilities, claims, costs and
expenses in connection with the administration of the Trust, unless resulting
from the gross negligence or willful misconduct of Trustee.  To the extent the Company fails to make any
payment on account of an indemnity provided in this Section 10(b), in a
reasonably timely manner, the Trustee may obtain payment from the Trust.  If the Trustee undertakes or defends any litigation
arising in connection with this Trust or to protect a Participant’s or
Beneficiary’s rights under the Arrangements, the Company agrees to indemnify
the Trustee against the Trustee’s costs, reasonable expenses and liabilities
(including, without limitation, attorneys’ fees and expenses) relating thereto
and to be primarily liable for such payments. 
If the Company does not pay such costs, expenses and liabilities in a
reasonably timely manner, the Trustee may obtain payment from the Trust.


 


(c)                                  Prior to a
Change in Control, the Trustee may consult with legal counsel (who may also be
counsel for the Company generally) with respect to any of its duties or
obligations hereunder.  Following a
Change in Control, the Trustee shall select independent legal counsel and may
consult with counsel or other persons with respect to its duties and with
respect to the rights of the Participants and Beneficiaries under the
Arrangements.


 


(d)                                 The Trustee may
hire agents, accountants, actuaries, investment advisors, financial consultants
or other professionals to assist it in performing any of its duties or
obligations hereunder and may rely on any determinations made by such agents
and information provided to it by the Company.


 


(e)                                  The Trustee
shall have, without exclusion, all powers conferred on the Trustee by
applicable law, unless expressly provided otherwise herein.


 


10

















 


(f)                                    Notwithstanding
any powers granted to the Trustee pursuant to this Trust Agreement or to applicable
law, the Trustee shall not have any power that could give this Trust the
objective of carrying on a business and dividing the gains therefrom, within
the meaning of section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Code.


 


SECTION 11. Compensation and Expenses of the Trustee


 


The
Trustee’s compensation shall be as agreed in writing from time to time by the
Company and the Trustee.  The Company
shall pay all administrative expenses and the Trustee’s fees and shall promptly
reimburse the Trustee for any fees and expenses of its agents.  If not so paid within thirty (30) days of
being invoiced, the fees and expenses shall be paid from the Trust.


 


SECTION 12. Resignation and Removal of the Trustee


 


(a)                                  Prior to a Change
in Control, the Trustee may resign at any time by written notice to the
Company, which shall be effective sixty (60) days after receipt of such notice
unless the Company and the Trustee agree otherwise.  Following a Change in Control, the Trustee may
resign only after the appointment of a successor Trustee.


 


(b)                                 The Trustee may
be removed by the Company on sixty days (60) days notice or upon shorter notice
accepted by the Trustee prior to a Change in Control.  Subsequent to a Change in Control, the Trustee
may only be removed by the Company with the consent of a Majority of the
Participants.


 


(c)                                  If the Trustee
resigns within two years after a Change in Control, as defined herein, the
Company, or if the Company fails to act within a reasonable period of time
following such resignation, the Trustee, shall apply to a court of competent
jurisdiction for the appointment of a successor Trustee which satisfies the
requirements of Section 13 or for instructions.


 


(d)                                 Upon
resignation or removal of the Trustee and appointment of a successor Trustee,
all assets shall subsequently be transferred to the successor Trustee.  The transfer shall be completed within sixty
(60) days after receipt of notice of resignation, removal or transfer, unless
the Company extends the time limit.


 


(e)                                  If the Trustee
resigns or is removed, a successor shall be appointed by the Company, in
accordance with Section 13 hereof, by the effective date of resignation or
removal under Section 12(a) or (b). 
If no such appointment has been made, the Trustee may apply to a court
of competent jurisdiction for appointment of a successor or for
instructions.  All expenses of the
Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.


 


SECTION 13.                         Appointment of Successor


 


(a)                                  If the Trustee
resigns or is removed in accordance with Section 12, the Company may
appoint, subject to Section 12, any third party national banking
association with a market capitalization exceeding $100,000,000 to replace the
Trustee upon resignation or removal.  The
successor Trustee shall have all of the rights and powers of the former
Trustee, including ownership rights in the Trust.  The former Trustee shall execute any
instrument necessary or reasonably requested by the Company or the successor
Trustee to evidence the transfer.


 


11

















 


(b)                                 The successor
Trustee need not examine the records and acts of any prior Trustee and may
retain or dispose of existing Trust assets, subject to Sections 9 and 10.  The successor Trustee shall not be
responsible for and the Company shall indemnify and defend the successor
Trustee from any claim or liability resulting from any action or inaction of
any prior Trustee or from any other past event, or any condition existing at
the time it becomes successor Trustee.


 


SECTION 14.                        Amendment or Termination


 


(a)                                  This Trust
Agreement may be amended by a written instrument executed by the Trustee and
the Company, except as otherwise provided in this Section 14.  Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Arrangements or shall make the
Trust revocable.


 


(b)                                 Following a
Change in Control, the Trust shall not terminate until the date on which the
Participants and Beneficiaries have received all of the benefits due to them
under the terms and conditions of the Arrangements.


 


(c)                                  Upon written
approval of all the Participants and Beneficiaries entitled to payment of
benefits pursuant to the terms of the Arrangements, the Company may terminate
this Trust prior to the time all benefit payments under the Arrangements have
been made.  All assets in the Trust at
termination shall be returned to the Company.


 


(d)                                 This Trust
Agreement may not be amended by the Company following a Change in Control
without the written consent of a Majority of the Participants.


 


SECTION 15.             Change in Control


 


For purposes of this Trust,
the following terms shall be defined as set forth below:


 


(a)                                  “Affiliate” has
the meaning given such term under Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.


 


(b)                                 “Associate” has
the meaning given such term under Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.


 


(c)                                  “Beneficial
Owner” has the meaning given such term under Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.


 


(d)                                 “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 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
Common Shares, or (ii) any Person completes a tender offer pursuant to
Regulation 14D promulgated by the Securities and Exchange Commission under
the Exchange Act, or any successor provision thereto, which results 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 Common Stock.


 


The Chief Executive Officer and Chief Financial Officer of the Company
shall have the specific authority to determine whether a Change in Control has
occurred and shall be required to give the Trustee notice of a Change in
Control.  The Trustee shall be entitled
to rely upon such notice, but if 


 


12

















 


the Trustee receives notice of a Change in Control from another source,
the Trustee shall make its own independent determination.


 


(e)                                  “Exchange Act”
means the Securities Exchange Act of 1934 and the rules and regulations
thereunder, as such law, rules and regulations may be amended from time to
time.


 


(f)                                    “Group” means persons and
entities that act in concert as described in Section 14(d)(2) of the
Exchange Act (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 such capacity and other than any executive
officer of the Company).


 


(g)                                 “Majority of
Participants” shall mean 50% of the Participants or their Beneficiaries who
have a vested account balance in the Arrangements under this Trust Agreement.


 


(h)                                 “Person” means
and includes 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.


 


SECTION 16.                                              Confidentiality


 


(a)                                  This Trust
Agreement and certain information relating to the Trust is “Confidential
Information” pursuant to applicable federal and state law, and as such it shall
be maintained in confidence and not disclosed, used or duplicated, except as
described in this section.  If it is
necessary for the Trustee to disclose Confidential Information to a third party
in order to perform the Trustee’s duties hereunder and the Company has
authorized the Trustee to do so, the Trustee shall disclose only such
Confidential Information as is necessary for such third party to perform its
obligations to the Trustee and shall, before such disclosure is made, ensure
that said third party understands and agrees to the confidentiality obligations
set forth herein.  The Trustee and the
Company shall maintain an appropriate information security program and adequate
administrative and physical safeguards to prevent the unauthorized disclosure,
misuse, alteration or destruction of Confidential Information, and shall inform
the other party as soon as possible of any security breach or other incident
involving possible unauthorized disclosure of or access to Confidential
Information.  Confidential Information
shall be returned to the disclosing party upon request.  Confidential Information does not include
information that is generally known or available to the public or that is not
treated as confidential by the disclosing party, provided, however, that this
exception shall not apply to any publicly available information to the extent
that the disclosure or sharing of the information by one or both parties is
subject to any limitation, restriction, consent, or notification requirement
under any applicable federal or state information privacy law or
regulation.  If the receiving party is
required by law, according to the advice of competent counsel, to disclose
Confidential Information, the receiving party may do so without breaching this
section, but shall first, if feasible and legally permissible, provide the
disclosing party with prompt notice of such pending disclosure so that the
disclosing party may seek a protective order or other appropriate remedy or waive
compliance with the provisions of this section.


 


SECTION 17.                                               Miscellaneous


 


(a)                                  Any provision
of this Trust Agreement prohibited by law shall be ineffective to the extent of
any such prohibition, without invalidating the remaining provisions hereof.


 


13

















 


(b)                                 The Company
hereby represents and warrants that all of the Arrangements have been
established, maintained and administered in accordance with all applicable
laws, including without limitation, ERISA. 
The Company hereby indemnifies and agrees to hold the Trustee harmless
from all liabilities, including attorney’s fees, relating to or arising out of
the establishment, maintenance and administration of the Arrangements.  To the extent the Company does not pay any of
such liabilities in a reasonably timely manner, the Trustee may obtain payment
from the Trust.


 


(c)                                  Benefits
payable to the Participants and Beneficiaries under this Trust Agreement may
not be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.


 


(d)                                 This Trust
Agreement shall be governed by and construed in accordance with the laws of
North Carolina.


 


IN
WITNESS WHEREOF, this Trust Agreement has been executed on behalf of the
parties hereto on the day and year first above written.


 


	
   

  	
   

  	
  GRANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CARLISLE COMPANIES
  INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
      /s/
  Steven J. Ford

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
     Steven J.
  Ford

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
     Vice President
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Title:

  	
   

  
									



 


14

















 


Appendix A


 


Plans and Arrangements


 


The
following Arrangements are covered by this Trust:


 


1.                                       Carlisle Companies
Incorporated Nonqualified Deferred Compensation Plan