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                                                                    EXHIBIT 10.1

                          HILLENBRAND INDUSTRIES, INC.

                     SENIOR EXECUTIVE COMPENSATION PROGRAM

                                   ARTICLE I

PURPOSE - The purpose of this Program is to reward the creation of long term
shareholder value by providing incentive compensation, perquisite and other
compensation to a limited number of senior, key executives of Hillenbrand
Industries, Inc., and its subsidiaries, who contribute by their imagination,
resourcefulness, skills and insight to the business objectives of the
Corporation.

                                   ARTICLE II

DEFINITIONS:

1.   "Program" means the Senior Executive Compensation Program which consists of
     the following components:
     -  Short-term Incentive Compensation
     -  Performance Share Compensation
     -  Perquisite Compensation
     -  Deferred Compensation
     -  Supplemental Pension
     -  Restricted Stock

2.   "Corporation" means Hillenbrand Industries, Inc., an Indiana corporation,
     and its subsidiaries.

3.   "Corporate" means Hillenbrand Industries, Inc., as a corporate holding
     company and does not include subsidiaries.

4.   "Subsidiary" means an operating company unit of which a majority equity
     interest is owned directly or indirectly by the Corporation.

5.   "Board of Directors" or "Board" means the Board of Directors of Hillenbrand
     Industries, Inc.



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6.   "Committee" means the Performance Compensation Committee appointed to
     administer the Program. "Sub-Committee" means the sub-committee of the
     Performance Compensation Committee appointed to establish and administer
     the Performance Base and Target (performance goals) for Incentive
     Compensation and shareholder value goals (performance goals) for
     Performance Share Compensation.

7.   "Office of the President" means the Office of the President of Corporate.

8.   "Participant" means an employee selected for participation in the Program
     pursuant to Article IV.

9.   "Incentive Compensation" means the short term Incentive Compensation as
     provided in Article V.

10.  "Performance Share Compensation" means the long term Performance Share
     Compensation as provided in Article VI.

11.  "Perquisite Compensation" means the Perquisite Compensation as provided in
     Article VII.

12.  "Deferred Compensation" means the Deferred Compensation arrangement as
     provided in Article VIII.

13.  "Supplemental Pension" means Supplemental Pension as provided in Article
     IX.

14.  "Base Salary" means the annual calendar earnings of a Participant including
     salary as reported for federal income tax purposes, but excluding all bonus
     payments of any kind, commissions, incentive compensation, long term
     performance compensation, perquisites and other forms of additional
     compensation.

15.  "Disability" means a physical or mental disability by reason of which a
     Participant is determined by the Office of the President or its delegate,
     to be eligible (except for the waiting period) for permanent disability
     benefits under Title II of the Federal Social Security Act.

16.  "Restricted Stock" means the Restricted Stock arrangement as provided in
     Article X.


17.  A "Change in Control" shall be deemed to occur on:

          (i)  the date that both



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               (A) any person, corporation, partnership, syndicate, trust,
     estate or other group acting with a view to the acquisition, holding or
     disposition of securities of Corporate, becomes, directly or indirectly,
     the beneficial owner, as defined in Rule 13d-3 under the Securities
     Exchange Act of 1934 ("Beneficial Owner"), of securities of Corporate
     representing 35% or more of the voting power of all Corporate securities
     having the right under ordinary circumstances to vote at an election of the
     Board ("Voting Securities"), other than by reason of (x) the acquisition of
     Corporate securities by Corporate or any of its subsidiaries or any
     employee benefit plan of Corporate or any of its subsidiaries, (y) the
     acquisition of Corporate securities directly from Corporate, or (z) the
     acquisition of Corporate securities by one or more members of the
     Hillenbrand Family (which term shall mean descendants of John A.
     Hillenbrand and their spouses, trusts primarily for their benefit or
     entities controlled by them), and

               (B) members of the Hillenbrand Family cease to be, directly or
     indirectly, the Beneficial Owners of Voting Securities having a voting
     power equal to or greater than that of such person, corporation,
     partnership, syndicate, trust, estate or group;

          (ii) the consummation of a merger or consolidation of Corporate with
     another corporation unless

               (A) the shareholders of Corporate, immediately prior to the
     merger or consolidation, beneficially own, immediately after the merger or
     consolidation, shares entitling such shareholders to 50% or more of the
     voting power of all securities of the corporation surviving the merger or
     consolidation having the right under ordinary circumstances to vote at an
     election of directors in substantially the same proportions as their
     ownership, immediately prior to such merger or consolidation, of Voting
     Securities of Corporate;

               (B) no person, corporation, partnership, syndicate, trust, estate
     or other group beneficially owns, directly or indirectly, 35% or more of
     the voting power of the outstanding voting securities of the corporation
     resulting from such merger or consolidation except to the extent that such
     ownership existed prior to such merger or consolidation; and

               (C) the members of Corporate's Board, immediately prior to the
     merger or consolidation, constitute, immediately after the merger or
     consolidation, a majority of the board of directors of the corporation
     issuing cash or securities in the merger;

          (iii) the date on which a majority of the members of the Board consist
     of persons other than Current Directors (which term shall mean any member
     of the Board on the date hereof and any member whose nomination or election
     has been approved by a majority of Current Directors then on the Board);

          (iv) the consummation of a sale or other disposition of all or
     substantially all of the assets of Corporate; or


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          (v) the date of approval by the shareholders of Corporate of a plan of
     complete liquidation of Corporate.

     Notwithstanding the foregoing, any transaction referred to in this
     Paragraph 17 that occurs after May 8, 2002 shall not be deemed a "Change in
     Control."

18.  "Cause" shall mean

          (i) embezzlement or material misappropriation of funds or property of
     the Company, or

          (ii) the willful engaging by Participant in conduct constituting a
     felony or gross misconduct which is materially and demonstrably injurious
     to the Corporation.

     For purposes of this provision, no act, on the part of Participant, shall
     be considered "willful" unless it is done, or omitted to be done, by
     Participant in bad faith or without reasonable belief that Participant's
     action or omission was in the best interests of the Corporation.

                                  ARTICLE III

ADMINISTRATION - Full power and authority to construe, interpret, and administer
the Program, with the exception of establishing and administering performance
goals, is vested in the Committee. The Sub-Committee has full power to
establish, administer and certify performance goals related to Incentive
Compensation and Performance Share Compensation. Their decisions are final,
conclusive and binding upon all parties, including the Corporation, the
shareholders thereof, and the Participants. The Committee and the Sub-Committee
may rely upon recommendations of the Office of the President or the Chief
Executive Officer in approving financial and non-financial goals recommended to
it.

                                   ARTICLE IV

PARTICIPATION - Selection of employees for participation for each of the
components of compensation contemplated by the Program are set forth in Articles
V, VI, VII, VIII, IX and X.

                                   ARTICLE V

INCENTIVE COMPENSATION - The purpose of Incentive Compensation is to provide
financial recognition to Participants, the amount of which is determined by the
attainment of annual financial and/or non-financial goals.

1.   PARTICIPANTS - Participation in Incentive Compensation by members of the
     Office of the President and Corporate Vice Presidents shall be determined
     by the Committee. Other Participants in Incentive Compensation shall be
     determined by the Office of the President, or the Committee, pursuant to
     recommendation from the Chief Executive Officer of Corporate, or if an
     employee of a Subsidiary, by the Chief Executive Officer thereof.




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2.   ESTABLISHMENT OF PERFORMANCE BASE AND TARGET - A Performance Base and
     Target for members of the Office of the President and Corporate Vice
     Presidents as a group shall be recommended by the Chief Executive Officer
     of Corporate and approved by the Sub-Committee.  The Performance Base and
     Target for each Participant who is a Chief Executive Officer of a
     Subsidiary shall be approved by the Office of the President.  The
     Performance Base and Target for other Corporate Participants and other
     Subsidiary Participants shall be established and approved by the Office of
     the President and the Chief Executive Officer of each Subsidiary,
     respectively.  The Performance Base and Target shall be established
     annually for Corporate and each Subsidiary and will be communicated to each
     Participant.  The Performance Base and Target for members of the Office of
     the President and Corporate Vice Presidents shall be directly related to
     the net income of the Corporation or as otherwise determined by the
     Sub-Committee.  The Performance Base and Target for other Participants may
     include both financial and non-financial measures and may reflect
     accomplishment of tactical and strategic plans of each Subsidiary.

3.   COMPUTATION OF INCENTIVE COMPENSATION - Incentive Compensation opportunity
     is established as follows:

     CLASS OF PARTICIPANT                   INCENTIVE COMPENSATION OPPORTUNITIES

     Office of the President                         60% of Base Salary

     Chief Executive Officer of Subsidiary           50% of Base Salary

     Corporate Chief Financial Officer               50% of Base Salary

     Corporate or Subsidiary Senior                  40% of Base Salary
     Executive

     Other Executive                                 30% of Base Salary

     Attainment of the Performance Base shall result in Incentive Compensation
     of a predetermined percentage from 0% to 50% of the above incentive
     compensation opportunity. If the Performance Target is met or exceeded,
     Incentive Compensation of a predetermined percentage from 150% to 300% of
     the above incentive compensation opportunity will be paid. Achievement of
     results between Performance Base and Target will generate incentive
     compensation calculated according to a predetermined pro-rata method. The
     various determinations are recommended by the Office of the President and
     approved by the Sub-Committee.



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4.   PAYMENT OF INCENTIVE COMPENSATION - At the end of each fiscal year,
     Incentive Compensation for each Participant shall be calculated pursuant to
     paragraph 3 above.  Attainment of financial and non-financial goals for
     those Participants shall be considered in calculation of Incentive
     Compensation pertaining thereto.  In no event shall Incentive Compensation
     be more than the value established pursuant to paragraph 3 above.
     Incentive Compensation shall be due and payable in cash after forty (40)
     days but within seventy-five (75) days after the end of the fiscal year;
     except that all or a portion thereof may be deferred pursuant to the
     Deferred Compensation arrangement set forth in Article VIII. The
     Sub-Committee will certify in writing that performance goals were attained
     prior to payout.

5.   TERMINATION - Subject to paragraph 6, termination of a Participant's
     employment prior to the end of the fiscal year for reasons other than
     death, Disability or normal or early retirement shall terminate any
     non-deferred Incentive Compensation. Termination because of death,
     Disability or normal or early retirement shall result in a pro-ration of
     Incentive Compensation based on the number of months employed out of the
     fiscal year of termination.

6.   CHANGE IN CONTROL - Upon a Change in Control, a Participant's unpaid
     Incentive Compensation for the fiscal year ending prior to the change in
     Control shall in all events be paid in accordance with paragraphs 3 and 4.
     In addition, a Participant's Incentive Compensation for the fiscal year
     during which the Change in Control occurred shall in no event be less than
     the amount calculated pursuant to paragraph 3 above as if the company
     performance targets (at 100%) had been achieved.  For purposes of such
     calculation, Base Salary shall mean such Participant's annualized Base
     Salary for the calendar year in which the Change in Control occurred times
     a fraction, the numerator of which is the number of months from the start
     of the fiscal year up to and including the month during which the Change in
     Control occurred and the denominator of which is 12.  Following a Change in
     Control the Incentive Compensation under the Program shall be paid out at
     the time specified in paragraph 4 above, provided, however, and
     notwithstanding paragraph 5 above, that in the case of a Participant whose
     employment is terminated prior to payout (for any reason other than on
     account of termination by the Company for Cause) the Incentive Compensation
     shall be paid out within 30 days of such termination.  In the event of
     termination for Cause, the Incentive Compensation shall be forfeited.

                                   ARTICLE VI

PERFORMANCE SHARE COMPENSATION - The purpose of Performance Share Compensation
is to reward Participants for the creation of value for the shareholders of
Corporate over continuing three year periods.



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1.   PARTICIPANTS - Members of the Office of the President shall be Participants
     in Performance Share Compensation as approved by the Committee. Other
     Participants in Performance Share Compensation shall be determined by the
     Committee, pursuant to the recommendation of the Chief Executive Officer of
     Corporate, or if an employee of a Subsidiary other than the Chief Executive
     Officer thereof, by the Chief Executive Officer thereof.

2.   DETERMINATION OF TENTATIVE AWARD - On the first day of each fiscal year
     tentative Performance Share Compensation (Tentative Award) shall be
     determined for each Participant. The Tentative Award shall be the quotient
     obtained by dividing (a) the product of the Participant's Base Salary and
     the salary factor set forth in the following table by (b) the Average
     Annual Share Price.

     CLASS OF PARTICIPANT                                      SALARY FACTOR

     Office of the President                                        .50

     Subsidiary Chief Executive Officer                             .45

     Corporate or Subsidiary                                        .30
     Senior Executive

     Other Executive                                                .20


     The Average Annual Share Price shall be determined by averaging the closing
     price of the common stock of Corporate on the last trading date of each
     fiscal quarter of the preceding fiscal year. The Tentative Award thus
     determined shall be expressed in terms of a number of shares of common
     stock of Corporate rounded to the next highest whole share.

3.   PERFORMANCE SHARE PERIOD - A performance share period ("Period") shall
     begin on the first day of each fiscal year and shall include the next three
     (3) consecutive fiscal years.

4.   DETERMINATION OF PERFORMANCE SHARE COMPENSATION - Shareholder value created
     by the Corporation shall be the basis for determining payout of Performance
     Share Compensation for Corporate Participants. At the beginning of each
     Period the Sub-Committee, based on recommendations from the Office of the
     President, shall approve goals, including a base goal, a target goal and a
     200% achievement goal for the creation of shareholder value to be achieved
     during the Period for the Corporation. Such goals shall be communicated to
     the Corporate Participants.




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     Shareholder value created by each Subsidiary or other goals shall be the
     basis for determining Performance Share Compensation for Subsidiary
     Participants. At the beginning of each Period the Sub-Committee, based on
     recommendations from the Office of the President, shall approve goals,
     including a base goal, a target goal and a 200% achievement goal for the
     shareholder value or other goals to be achieved during the Period for such
     Subsidiary. Such goals shall be communicated to the Subsidiary
     Participants.

5.   CALCULATION OF PERFORMANCE SHARE COMPENSATION - At the end of each Period,
     Performance Share Compensation shall be calculated for each Participant.
     If the shareholder value created equals or is greater than the base goal,
     Performance Share Compensation shall be calculated by multiplying the
     Tentative Award by a fraction, the numerator of which is the actual
     shareholder value created for the Corporation less the base goal and the
     denominator of which is the target goal less the base goal.  If the actual
     shareholder value created is greater than the target goal, but less than
     the 200% achievement goal, Performance Share Compensation shall be
     calculated by multiplying the Tentative Award by the sum of:  (a) one (1),
     and (b) the product obtained by multiplying one (1) times a fraction the
     numerator of which is the actual shareholder value created less the target
     goal and the denominator of which is the 200% achievement goal less the
     target goal.  If the actual shareholder value equals or exceeds the 200%
     achievement goal, the Award shall be calculated by multiplying the
     Tentative Award by two (2).

6.   PAYMENT OF THE PERFORMANCE SHARE COMPENSATION - Shares of common stock of
     Corporate representing Performance Share Compensation shall be delivered to
     the Participant within a reasonable time after Performance Share
     Compensation is determined but not sooner than forty (40) days after the
     end of the Period and not later than seventy-five (75) days thereafter;
     except that all or a portion thereof may be deferred pursuant to the
     Deferred Compensation arrangement set forth in Article VIII. The
     Sub-Committee will certify in writing that performance goals were attained
     prior to payment.

7.   TERMINATION - Subject to paragraph 8, termination of a Participant's
     employment for reasons other than death, Disability or normal or early
     retirement shall terminate any non-deferred Performance Share Compensation.
     Termination of a Participant's employment by reason of death, Disability or
     normal or early retirement shall result in a reduction of Performance Share
     Compensation by multiplying Performance Share Compensation by a fraction
     the numerator of which is the number of fiscal year full months occurring
     between the establishment of a Tentative Award and such termination, and
     the denominator of which is 36.




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8.   CHANGE IN CONTROL - Upon a Change in Control, a Participant's unpaid
     Performance Share Compensation for all performance share periods ending
     prior to the Change in Control shall in all events be paid in accordance
     with paragraphs 5 and 6.  In addition, a Participant's Performance Share
     Compensation for all performance share periods in progress at the date of
     such Change in Control shall in no event be less than the amount calculated
     pursuant to paragraph 5 as if the target goal for each such performance
     share period was achieved 100% and then pro-rated utilizing a fraction, the
     numerator of which is the number of months from the establishment of the
     Tentative Award up to and including the month during which the Change in
     Control occurred, and the denominator of which is 36.  Following a Change
     in Control, such award shall be paid in shares of common stock of Corporate
     in accordance with paragraph 6 above, provided, however, that if the Change
     in Control involves a merger, acquisition or other corporate restructuring
     where Corporate is not the surviving entity (or survives as a wholly-owned
     subsidiary of another entity), then, in lieu of such shares of common stock
     of Corporate, Participant shall be entitled to receive the consideration he
     would have received in such transaction in exchange for such shares of
     common stock; and provided, further, that Corporate shall in any case have
     the right to substitute cash for such shares of common stock of Corporate
     or merger consideration in an amount equal to the fair market value of such
     shares or merger consideration as determined by Corporate.  Following a
     Change in Control the Performance Share Compensation under the Program
     shall be paid at the time specified in paragraph 6 above, provided,
     however, and notwithstanding paragraph 7 above, that in the case of a
     Participant whose employment is terminated prior to payout (for any reason
     other than on account of termination by the Company for Cause) the
     Performance Compensation shall be paid out within 30 days of such
     termination.  In the event of termination for Cause, the Performance
     Compensation shall be forfeited.

                                  ARTICLE VII

PERQUISITE COMPENSATION - The purpose of Perquisite Compensation is to provide
Participants with certain benefits to aid such Participants in carrying out
their duties, to help provide for their well being, and to create the potential
for added long term financial security.

1.   PARTICIPANTS - Office of the President, Chief Executive Officer of
     Subsidiaries and Corporate and Subsidiary Senior Executive shall be
     eligible for Perquisite Compensation.

2.   PERQUISITE COMPENSATION - Perquisite Compensation shall not exceed ten
     percent (10%) of the Base Salary of a Participant subject to such other
     limits as may be imposed on Participants who constitute the Office of the
     President and Corporate Vice Presidents by the Committee or on other
     Participants by the Chief Executive Officer. A variety of perquisite
     options shall be determined by the Chief Executive Officer from time to
     time and communicated to the Participants, except that any perquisite
     option involving the purchase of common stock of Corporate is subject to
     the approval of the Committee.


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3.   CARRYOVERS - Perquisite Compensation is available during the fiscal year
     during which it is earned. Balances from one fiscal year shall be carried
     forward to the succeeding fiscal year only. Amounts carried forward to the
     succeeding fiscal year and not spent shall be forfeited.

                                  ARTICLE VIII

DEFERRED COMPENSATION - The purpose of Deferred Compensation is to provide
voluntary and mandatory deferral of portions of compensation paid to a
Participant by the Corporation.

1.   PARTICIPANTS - Participants in this Deferred Compensation program shall be
     determined by the Committee, pursuant to the recommendation of the Chief
     Executive Officer of Corporate, or if an employee of a Subsidiary other
     than the Chief Executive Officer thereof, by the Chief Executive Officer
     thereof. Participants deferring compensation shall execute a Deferred
     Compensation Agreement (the "Agreement") with Corporate outlining their
     various rights, duties and obligations thereunder.

2.   ELECTION TO DEFER COMPENSATION - DEFERRAL PERIOD - A Participant may elect
     to defer all or any portion of Base Salary, Incentive Compensation,
     Performance Share Compensation and Perquisite Compensation. A Participant's
     written election to defer any compensation must be made before the
     beginning of the period of service, ordinarily a fiscal year, during which
     such compensation would otherwise be paid. The election must state the
     duration of the deferral period, and shall be irrevocable.

3.   DEFERRALS OF BASE SALARY, INCENTIVE COMPENSATION AND PERQUISITE
     COMPENSATION - (a) When earned, amounts deferred from a Participant's Base
     Salary, Incentive Compensation and Perquisite Compensation shall be
     credited, but not paid, to an account in the name of the Participant and
     shall accrue interest credited monthly at the end of each of the
     Corporation's fiscal months at a rate which is equal to the monthly prime
     interest rate (determined as of the first day of each month) charged by the
     Corporation's principal bank, or, at the election of the Committee,
     Participant's selected by the Committee may be credited at such other rate
     or rates as may be determined by the Committee.  At the end of the deferral
     period payment shall be made in cash.  (b) In the alternative, a
     Participant may elect that Incentive Compensation amounts deferred, when
     earned shall be credited, but not paid, to an account in the name of the
     Participant which shall be assumed to be invested in the common stock of
     Corporate, at the then current market price.  Dividends, stock dividends,
     stock splits and other rights inuring to the common stock of Corporate
     which would be normally payable thereon shall be assumed to be reinvested
     in the common stock of Corporate at the market value on the date of assumed
     payment.  Such election shall be made prior to the period during which the
     amount is earned and, once made, shall be irrevocable.  At the end of the
     deferral period payment shall be made in shares of common stock of
     Corporate.


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4.   DEFERRALS OF PERFORMANCE SHARE COMPENSATION - (a) When due and payable,
     amounts deferred from Performance Share Compensation will be credited, but
     not paid, to an account in the name of the Participant which shall be
     assumed to be invested in the common stock of Corporate.  Dividends, stock
     dividends, stock splits and other rights inuring to the common stock of
     Corporate, which would be normally payable thereon shall be assumed to be
     reinvested in the common stock of Corporate at the market value on the date
     of the assumed payment.  At the end of the deferral period payment shall be
     made in shares of common stock of Corporate.  (b) All Performance Share
     Compensation earned above the 100% target goal will be deferred without
     election by the Participant until the Participant's death or the earlier of
     (i) reaching age 62 or (ii) termination of employment.  Mandatory deferred
     shares will be subject to forfeiture in the event the Participant
     voluntarily terminates his employment (except by reason of retirement after
     reaching age 62) during the three years following the end of a Period
     according to the following schedule: (i) termination during the first year
     following the end of a Period will result in forfeiture of all of the
     mandatory deferred shares relating to that Period; (ii) termination during
     the second year following the end of a Period will result in forfeiture of
     two-thirds of the mandatory deferred shares relating to that Period; and
     (iii) termination during the third year following the end of a Period will
     result in forfeiture of one-third of the mandatory deferred shares relating
     to that Period.  Notwithstanding the foregoing, upon a Change in Control,
     mandatory deferred shares shall immediately vest and no longer be subject
     to forfeiture.

5.   FINANCIAL HARDSHIP - A withdrawal of Deferred Compensation credited to a
     Participant's account prior to the termination of the deferral period shall
     be permitted in the event the Participant experiences serious financial
     hardship which is beyond the Participant's control and which would cause
     the Participant severe hardship if such withdrawal were not permitted.
     Serious financial hardship may include a disability or unexpected and
     unreimbursed major expenses resulting from illness or accident or impending
     bankruptcy.  Any Participant desiring such withdrawal by reason of serious
     financial hardship must apply to the Committee and demonstrate that the
     circumstances being experienced were not under the Participant's control
     and constitute a real emergency which is likely to cause great financial
     hardship.  The Committee shall have the authority to require such medical
     or other evidence as it may need to determine the necessity for
     Participant's withdrawal request.

     If such application for withdrawal is permitted, the amount of such
     withdrawal shall be limited to an amount of the Participant's account which
     would have been payable if the Participant's employment with the
     Corporation was terminated. The allowed amount of withdrawal shall be
     payable in lump sum or common stock certificate promptly after notice to
     the Participant of approval by the Committee. If a Participant makes a
     withdrawal, the amount of the Participant's account under the Program shall
     be proportionately reduced to reflect such withdrawal. The balance of the
     Participant's account, if any, shall be payable according to otherwise
     applicable provisions of the Program.



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6.   RABBI TRUST - Prior to the occurrence of a Change in Control, the
     Corporation shall establish a rabbi trust and shall fully fund in such
     rabbi trust all obligations of the Corporation under this Article VIII
     accrued through the date of the Change in Control.

                                   ARTICLE IX

SUPPLEMENTAL PENSION - The purpose of Supplemental Pension is to provide and
supplement the normal retirement benefit which may be reduced or limited due to
the deferral of compensation or statutory limitation.

1.   PARTICIPANTS - Office of the President, Chief Executive Officer of
     Subsidiary, and Corporate or Subsidiary Senior Executive shall be eligible
     for supplemental pension benefits, and the Committee shall determine
     whether such officers will be Participants in this Supplemental Pension
     program. Other Participants in this Supplemental Pension program shall be
     determined by the Committee, pursuant to the recommendation of the Chief
     Executive Officer of Corporate.

2.   SUPPLEMENTAL PENSION BENEFITS - In the event a Participant's pension
     benefit under any qualified pension plan of the Corporation in effect at
     the time of the Participant's retirement (or other event requiring the
     payment of a benefit thereunder) shall be less than said benefit would have
     been as a result of the deferral of any compensation, then the Corporation
     will pay the difference to the Participant at such time as the amount would
     have been paid under the qualified pension plan.  As and for an additional
     supplemental pension benefit, the Corporation shall pay to the Participant
     any difference between the Participant's pension benefits actually payable
     under the pension plan and the amount that would have been payable but for
     any statutory limitation incorporated into the pension plan language as a
     requirement of law.  Such supplemental pension benefit will be paid by the
     Corporation at such time as the amount would have been paid under the
     qualified pension plan but for the limitation.

3.   RABBI TRUST - Prior to the occurrence of a Change in Control, the
     Corporation shall establish a rabbi trust and shall fully fund (as
     determined by the Corporation's actuary) in such rabbi trust all
     obligations of the Corporation under this Article IX accrued through the
     date of the Change in Control.

                                   ARTICLE X

RESTRICTED STOCK - The purpose of Restricted Stock is to promote the
profitability and growth of the Corporation by offering an incentive payable in
shares of common stock of Corporate to Participants who contribute to such
profitability and growth. The Committee has heretofore awarded Restricted Stock
pursuant to Stock Award Agreements dated October 5, 1999, January 17, 2001,
April 10, 2001, and May 8, 2001 ("the Outstanding Restricted Stock Awards"). The
provisions of paragraph 5 below shall also be applicable to the Outstanding
Restricted Stock Awards.



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1.   PARTICIPANTS - Participation in Restricted Stock shall be determined by the
     Committee, pursuant to the recommendation of the Chief Executive Officer of
     Corporate, or if an employee of a Subsidiary other than the Chief Executive
     Officer thereof, by the Chief Executive Officer thereof.

2.   AMOUNT OF AWARD - A Restricted Stock award shall entitle the Participant to
     receive a number of shares of common stock of Corporate as determined by
     the Committee subject to completion of a period of service and satisfaction
     of such other terms and conditions as may be specified by the Committee,
     all as set forth in a Restricted Stock award agreement entered into by
     Corporate with the Participant.

3.   RIGHT TO DEFER PAYMENT OF AWARD - The Committee may permit a Participant to
     defer payment of a Restricted Stock award on such terms and conditions as
     the Committee may specify in the Restricted Stock award agreement.

4.   SOURCE OF BENEFIT PAYMENTS - Payment of Restricted Stock shall be made
     solely from the general assets of Corporate. Until the actual delivery of
     the shares of Corporate common stock, the Participant shall not have any
     interest in any specific assets of the Corporation, including shares of
     Corporate common stock, under the terms of the award.

5.   CHANGE IN CONTROL - Upon a Change in Control, (i) each Restricted Stock
     award shall immediately vest and no longer be subject to forfeiture, and
     (ii) each such award shall be paid in shares of Corporate common stock
     within 30 days following the Change in Control; provided, however, that if
     the Change in Control involves a merger, acquisition or other corporate
     restructuring where Corporate is not the surviving entity (or survives as a
     wholly-owned subsidiary of another entity), then, in lieu of such shares of
     Corporate common stock, each Participant shall be entitled to receive the
     consideration he would have received in such transaction in exchange for
     such shares of Corporate common stock; and provided, further, that the
     Committee shall in any case have the right to substitute cash for such
     shares of Corporate common stock or merger consideration in an amount equal
     to the fair market value of such shares or merger consideration as
     determined by the Committee.

                                   ARTICLE XI

FINALITY OF DETERMINATION - Each determination made by the Committee and the
Office of the President shall be final, binding and conclusive for all purposes
and upon all persons and the Committee may rely conclusively on the
determinations made by the Corporation's independent public accountants or by
the Corporation's employees with respect to action of the Committee.




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                                   ARTICLE XII

LIMITATIONS - No employee of the Corporation or any other persons shall have any
claim or right (legal, equitable or other) to be granted any award hereunder,
and no director, officer or employee of the Corporation, or any other person,
shall have the authority to enter into any agreement with any person for the
making or payment of any award or to make any representation or warranty with
respect thereto.

1.   No Participant for whose benefit compensation has been deferred shall have
     any right in compensation other than to receive compensation at the time
     and in the form elected by the Participant subject to the fulfillment of
     the conditions described herein, which right may not be assigned or
     transferred except by will or the laws of the descent and distribution.

2.   Neither the action of the Corporation in establishing this Program nor any
     action taken by the Corporation, the Committee, the Board of Directors, or
     the Office of the President, nor any provision of this Program, shall be
     construed as giving to any Participant or employee of the Corporation the
     right to be retained in the employ of the Corporation.

                                  ARTICLE XIII

AMENDMENTS, SUSPENSION OR TERMINATION - The Committee may discontinue this
Program in whole or in part at any time and may from time to time amend or
revise the terms as permitted by applicable statute; provided, however, that no
such discontinuance, amendment, or revision shall affect adversely any right or
obligation with respect to any award theretofor made and provided further that
any amendment increasing the number of shares of common stock of Corporate
available to the Program shall be subject to the approval of the Board of
Directors. No amendment shall require shareholder approval unless such approval
is otherwise required by law.

                                   ARTICLE XIV

PARACHUTE PAYMENT LIMITATION - Notwithstanding anything in this Program to the
contrary (unless the Participant is a party to a Change in Control agreement
with Corporate which provides otherwise), in the event it shall be determined
that any payment or distribution by the Corporation to or for the benefit of the
Participant (whether paid or payable or distributed or distributable under the
Program or otherwise, including any acceleration of vesting or payment) would
subject the Participant to excise tax liability under Section 4999 of the
Internal Revenue Code, then the aggregate present value of the amounts payable
to or for the benefit of the Participant under the Program shall be reduced to
an amount expressed in present value which maximizes the aggregate present value
of benefits under the Program without causing any payment under the Program to
subject the Participant to excise tax liability under Section 4999.



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                                   ARTICLE XV

RESERVATION OF SHARES - As of January 18, 2000, an aggregate of 2,500,000 shares
of common stock of Corporate are authorized and remain reserved for issuance
under this Program. The number of shares of common stock of Corporate authorized
for issuance under this Program shall be subject to adjustment by the Committee,
in its sole discretion, to reflect any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event.

                                   ARTICLE XVI

EFFECTIVE DATE - This Program was approved by the Board of Directors on October
4, 1977, became effective December 1, 1977 for the fiscal year beginning on the
date and, as amended and restated, was approved by the Board of Directors on
January 22, 1991, effective April 1, 1991, and approved April 5, 1994, effective
December 4, 1994 respectively, and amended by the Committee on January 18, 1999,
and by the Board of Directors on January 18, 2000, and by the Board of Directors
on May 8, 2001.

                                  ARTICLE XVII

GOVERNING LAW - This Program shall be governed and construed in accordance with
the laws of the State of Indiana.


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