Exhibit 10.2


PRIVATE &
CONFIDENTIAL


June 12, 2007


Mr. Richmond D. McKinnish

Carlisle Companies Incorporated

13925 Ballantyne Corporate Place, Suite 400

Charlotte, North Carolina 28277


Dear Rick:


As we
experience a senior management transition at Carlisle Companies Incorporated (“Carlisle”
or the “Company”) and as the Company responds to your decision to retire, this
letter will identify enhanced benefits and the general terms and conditions
associated with your retirement.


1.             As you know, David A. Roberts has been appointed
Chairman, President and Chief Executive Officer, effective June 25, 2007.  Upon David joining Carlisle, you will retire
as President and Chief Executive Officer, and will be available to assist David
as he assumes his new role.  You will also
continue to serve as a director on the Company’s Board of Directors through
your current term which expires in April, 2008.


2.             (a) 
Under Carlisle’s Executive Incentive Program (the “Program”), you have
been granted restricted shares of Carlisle common stock as follows:




	
  Grant Date

  	
   

  	
  Restricted Shares

  	
   

  	
  Release Date

  	
   

  
	
  02/02/05

  	
   

  	
  20,000

  	
   

  	
  February, 2008

  	
   

  
	
  02/08/06

  	
   

  	
  20,000

  	
   

  	
  February, 2009

  	
   

  
	
   

  	
   

  	
  40,000

  	
   

  	
   

  	
   

  






 


The
Company agrees to release to you, subject to withholding taxes, the 20,000
shares granted to you in February 2005 (such release to occur in February
2008).  The remaining 20,000 restricted
Carlisle shares are immediately forfeited in accordance with the terms of the
Program.


(b)           Under
the Program, you have been granted options to purchase 580,000 shares of
Carlisle common stock at various exercise prices.  At this time, 400,000 of the options are
fully vested.  The Company agrees that
the options will continue to vest in accordance with the vesting schedule
included in the applicable Stock Option Agreement and the expiration dates will
remain as set forth in the applicable Stock Option Agreement.  Except as described in the previous sentence,
the options will continue to be governed by the Program and the provisions of













the applicable
Stock Option Agreement.  You may continue
to participate in Carlisle’s “cashless exercise program.”


3.             Following your
retirement, Carlisle will provide medical and dental coverage for the life of
both you and Ms. Jackie Fox at the monthly premium rate then in effect for
Carlisle’s senior executives.


4.             Any amounts payable
to you pursuant to the Company’s 401(k) and pension plans will be distributable
to you in accordance with the terms of such plans.


5.             The above amounts
represent all the amounts payable to you in connection with your retirement and
you agree and acknowledge that you will not receive any additional compensation
(including bonus) for the 2007 plan period.


6.             In consideration of
the benefits described in this Agreement, you agree (i) for the period
commencing on the date hereof and ending on the later of (A) May 31, 2010, or
(B) your exercise of all of the options described in this letter, you will not,
as proprietor, partner, shareholder, director, officer, employee, investor or
in any other capacity own, engage in, conduct, manage, operate, control, or
participate in, be employed by, render services to or otherwise be associated
with any business (irrespective of the form in which such business is
conducted) which is competitive with the business currently conducted by the
Company or its subsidiaries; provided, however, the foregoing
shall not prevent you from owning not more than two percent (2%) of the issued
and outstanding shares of a class of securities the securities of which are
traded on a national security exchange or in the over-the-counter market, (ii)
not to solicit or employ any personnel employed by the Company or its
subsidiaries to become employed or otherwise affiliated with any entity of
which you are employed or otherwise affiliated and (iii) not to divulge to
anyone any confidential or non-public information (financial and otherwise)
relating to the Company or its subsidiaries unless required by law and you
further agree that you will return to the Company all reports, files,
memoranda, records and software, credit cards, identification badges and garage
passes, door and file keys, computer access codes or discs and instructional
manuals, and any other physical property that you received and/or prepared or
helped prepare in connection with your employment with the Company and you will
not retain any copies, duplicates, reproductions or excerpts thereof.


You
further agree that any violation of the provisions contained in the preceding
paragraph will cause serious and irreparable damage to the Company, and/or its
subsidiaries and you agree that in the event of a violation of such provisions,
the Company, and/or its subsidiaries may seek, in addition to any other rights
or remedies, an injunction or restraining order.  The provisions contained in the preceding
paragraph are intended to limit disclosure and competition to the maximum
extent permitted by law.  If it is
finally determined that the scope or duration of



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any limitation is
too excessive to be legally enforceable, then you agree that the scope or
duration of the limitation shall be the maximum scope or duration which is
legally enforceable.


In
further consideration of the benefits described in this Agreement, you hereby
release and discharge the Company, and its subsidiary corporations, affiliates,
successors and assigns and their present and former officers, directors,
representatives, agents and employees in their individual and representative
capacities (collectively, the “Carlisle Companies”) to the fullest extent
permitted by law, from all actions, causes of action, suits, charges, claims
and complaints that you have or may have against the Carlisle Companies,
relating to acts, occurrences, or events arising on or before the date of this
release including all claims involving the continuing effects of  such acts, occurrences, or events
whether  known or unknown, asserted or
unasserted.


This
letter will be governed by the laws of New York.


Rick,
the above is intended to favorably respond to your many substantial
contributions to Carlisle and to facilitate a positive and smooth transition.


Please
review and sign a copy of this letter acknowledging your acceptance of its
contents.  Please return the signed copy
to Steve Ford.


	
  Very truly
  yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Stephen P. Munn

  	
   

  	
   

  
	
  Stephen P. Munn,
  Chairman

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED AND
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   /s/ Richmond D. McKinnish

  	
   

  	
   

  
	
  Richmond D.
  McKinnish

  	
   

  	
   

  
	
  President and
  Chief Executive Officer

  	
   

  	
   

  



 



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