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                                                                   EXHIBIT 10.10












                          HILLENBRAND INDUSTRIES, INC.

                               BOARD OF DIRECTORS'

                           DEFERRED COMPENSATION PLAN






















                            Effective April 10, 2001



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                          HILLENBRAND INDUSTRIES, INC.
                               BOARD OF DIRECTORS'
                           DEFERRED COMPENSATION PLAN
                           (EFFECTIVE APRIL 10, 2001)


                                    PREAMBLE


         The Hillenbrand Board of Directors' Deferred Compensation Plan (the
"Plan") is an unfunded deferred compensation plan for directors of Hillenbrand
Industries, Inc. ("Hillenbrand" or the "Company"). This Plan has been approved
by the Board of Directors of Hillenbrand on this 10th day of April, 2001.


                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01. Administrator. The term "Administrator" means
Hillenbrand.

         Section 1.02. Beneficiary. The term "Beneficiary" means, for a
Participant, the individual or individuals designated by that Participant in the
last Beneficiary Designation Form executed by that Participant to receive
benefits in the event of that Participant's death. If no such beneficiary shall
have been designated, or if no designated beneficiary shall survive the
Participant, the beneficiary shall be the Participant's estate.

         Section 1.03. Board. The term "Board" means the Board of Directors of
Hillenbrand Industries, Inc.

         Section 1.04. Cash Participation Account. The term "Cash Participation
Account" means the bookkeeping account maintained by the Administrator for each
Participant reflecting amounts deferred under this Plan and the Prior Deferrals
and accruing interest monthly at the Interest Rate.

         Section 1.05. Compensation. The term "Compensation" means for each
Participant in any Plan Year the total amount of remuneration (including
retainers and meeting fees) for director services and consulting fees and
continuing director fees for former Directors as paid to that Participant by the
Company in that Plan Year.

         Section 1.06. Director. The term "Director" means each non-employee
member of the Board of Directors of the Company.

         Section 1.07. Effective Date. The term "Effective Date" means April 10,
2001.

         Section 1.08. Forms. The term "Forms" means the forms used by the
Company for Plan operation and shall include the following:

                  (a) Enrollment Form. The term "Enrollment Form" shall be the
form on which a Director designates the amount of Compensation to be deferred
under the Plan and the Participation Account(s) to which such amounts shall be
credited.

                  (b) Distribution Election Form. The term "Distribution
Election Form" means the form on which a Director designates when his
Participation Account shall be distributed.

                  (c) Beneficiary Designation Form. The term "Beneficiary
Designation Form" means the form on which a Director designates his Beneficiary.

         Section 1.09. Hillenbrand. The term "Hillenbrand" or the "Company"
means Hillenbrand Industries, Inc. and any successor thereof.


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         Section 1.10. Hillenbrand Common Stock. The term "Hillenbrand Common
Stock" means the common stock, without par value, of Hillenbrand.

         Section 1.11. Interest Rate. The term "Interest Rate" means the rate of
return credited monthly at the end of each of Hillenbrand's fiscal months to
amounts held in the Participant's Cash Participation Account. The Interest Rate
shall be equal to the prime rate charged by Bank One, Indianapolis (or such
other bank which is Hillenbrand's principal bank) as determined as of the last
day of the prior fiscal month; provided, however, that Hillenbrand reserves the
right to change the method of determining the Interest Rate on a prospective
basis.

         Section 1.12. Participant. The term "Participant" means any individual
who fulfills the eligibility requirements contained in Article II of this Plan
and elects to defer Compensation under the Plan, and any individual whose Prior
Deferrals are credited to a Participation Account.

         Section 1.13. Participation Account. The term "Participation Account"
means the Cash Participation Account and/or the Phantom Stock Participation
Account, as applicable. The Participation Accounts are bookkeeping accounts and
are not required to be funded in any manner.

         Section 1.14. Phantom Shares. The term "Phantom Shares" means phantom
shares of Hillenbrand Common Stock (each representing one share).

         Section 1.15. Phantom Stock Participation Account. The term "Phantom
Stock Participation Account" means the bookkeeping account maintained by the
Administrator for each Participant reflecting amounts deferred under this Plan
and the Prior Deferrals and credited as Phantom Shares (including adjustments as
provided in Article III).

         Section 1.16. Plan. The term "Plan" means the plan embodied by this
instrument as now in effect or hereafter amended.

         Section 1.17.  Plan Year.  The term "Plan Year" means the calendar
year.

         Section 1.18. Prior Deferrals. The term "Prior Deferrals" means amounts
of Compensation deferred by Directors under Board practices in effect prior to
the Effective Date (including earnings credited on such amounts through the
Effective Date) and not distributed prior to the Effective Date.


                                   ARTICLE II
                            PARTICIPATION IN THE PLAN

         Section 2.01. Eligibility. As of the Effective Date, all Directors
shall be eligible to become Participants in this Plan, and former Directors
shall be eligible to participate to the extent they are entitled to consulting
fees or continuing director fees.

         Section 2.02.  Deferral Amounts.

                  (a) Amount of Deferral. The amount of Compensation to be
deferred in a Plan Year shall be designated by each Participant in the
Enrollment Form executed by that Participant for that Plan Year prior to the
beginning of that Plan Year and within the time period established by the
Administrator.

                  (b) Special Rules for New Directors. For the Plan Year during
which a person first becomes eligible to become a Participant, the Participant
shall be provided by the Administrator the opportunity to make a special
election for such Plan Year with respect to the Compensation paid in such Plan
Year after the date on which he becomes eligible to participate.


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         (c) Timing of Deferral. The following rules govern the timing of the
deferral of Compensation under this Plan:

                  (i) Compensation deferred by Participants shall be effected
         pro-rata from each payment of Compensation during the Plan Year.

                  (ii) The amount of Compensation which a Participant has
         elected to defer in his Cash Participation Account shall be credited to
         such Account on the day the deferred Compensation would have been paid
         but for the deferral. The amount of Compensation which a Participant
         has elected to defer in his Phantom Stock Participation Account shall
         be credited to such Account in the form of a number of Phantom Shares
         equal to the number of shares of Hillenbrand Common Stock which could
         have been purchased with the deferred Compensation at the average of
         the high and low price at which Hillenbrand Common Stock traded on the
         fifth trading day following the day the deferred Compensation would
         have been paid but for the deferral.


                                   ARTICLE III
                             PARTICIPATION ACCOUNTS

         Section 3.01. Designation of Account. A Participant shall designate in
his Enrollment Form the Participation Account to which the amount of any
Compensation deferred hereunder shall be credited. A Participant may designate
that such amounts be credited to the Participant's Cash Participation Account or
his Phantom Stock Participation Account, or he may designate that a portion of
such amounts be credited to each.

         Section 3.02. Cash Participation Account. Amounts credited to a
Participant's Cash Participation Account shall accrue interest credited monthly
at the end of each of Hillenbrand's fiscal months at the Interest Rate. Upon
distribution as provided in Article IV, the Company shall pay the Participant in
cash the value of his Cash Participation Account.

         Section 3.03. Phantom Stock Participation Account. Amounts deferred in
a Participant's Phantom Stock Participation Account shall be credited in the
form of a number of Phantom Shares determined pursuant to Section 2.02(c). Any
cash dividends or other distributions normally payable on Hillenbrand Common
Stock prior to pay-out of the Participation Account shall be assumed to be
distributed on Phantom Shares and reinvested in Phantom Shares at the closing
price of Hillenbrand Common Stock on the applicable distribution date; provided,
however, that in the case of an extraordinary dividend or other distribution,
the Board in its discretion may determine to treat such distribution as a
separate phantom investment to be credited to the Participation Accounts in cash
or in kind with earnings thereon to be credited at such rate or rates as
determined by the Board at the time of such distribution. In the event of any
stock split, stock dividend, merger, consolidation, reorganization,
recapitalization or other change in capital structure affecting Hillenbrand
Common Stock, the Phantom Shares then credited to a Participant's Phantom Stock
Participation Account shall be adjusted in the same manner as the Hillenbrand
Common Stock. If the adjustment results in the Phantom Stock Participation
Account being converted to cash, the Account shall thereafter be credited with
interest at the Interest Rate. Upon distribution as provided in Article IV, the
Company shall distribute to the Participant one share of Hillenbrand Common
Stock for each Phantom Share then credited to his Phantom Stock Participation
Account.

         Section 3.04. Merger. In the event of a merger, acquisition or other
corporate restructuring in which Hillenbrand is not the surviving entity (or
survives as a wholly-owned subsidiary of another entity), each Participant shall
have a one-time opportunity to elect to convert his Phantom Stock Participation
Account to a Cash Participation Account.


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                                   ARTICLE IV
                             DISTRIBUTIONS FROM PLAN

         Section 4.01. Manner of Payout of a Participant's Participation
Account. The date on which a Participant's Participation Account attributable to
deferrals in a Plan Year is to be distributed to that Participant under the
provisions of this Plan shall be designated by that Participant in the
Distribution Election Form executed by that Participant with respect to that
Plan Year. Amounts credited to a Participant's Cash Participation Account shall
be distributed in cash on the date designated by the Participant. Phantom Shares
credited to a Participant's Phantom Stock Participation Account shall be
distributed in shares of Hillenbrand Common Stock on the date designated by the
Participant. Such election notwithstanding, the Company, in its sole discretion,
may elect to pay deferred compensation in a single payment to the Participant,
or in the case of a Participant's death, to the Participant's Beneficiary, if
the Participant ceases to serve on the Board, dies, or becomes totally and
permanently disabled.

         Section 4.02. Special Distribution Rules. Notwithstanding anything
contained in this Plan to the contrary, the following special rules shall govern
distributions made under this Plan:

                  (i) A Participant shall be permitted to change the date on
         which his Participation Account shall be distributed by completing a
         new Distribution Election Form which is delivered to the Administrator,
         on such advance time period as may be determined from time to time by
         the Administrator before the earlier of the date on which the
         Participant ceases to be a Director or the date on which distribution
         of the Participant's Participation Account would have been made but for
         the change in election; provided, however, that any completed
         Distribution Election Form which was not received prior to the period
         described above shall be null and void.

                  (ii) If a Participant fails to complete a Distribution
         Election Form, amounts credited to his Participation Account shall
         automatically be distributed in cash and/or in shares of Hillenbrand
         Common Stock, as applicable, in the Plan Year immediately following the
         date on which the Participant ceases to be a Director.

         Section 4.03. Withholding Tax Requirements. Each Participant shall, no
later than the date as of which the value of an amount payable under the Plan
first becomes includible in such person's gross income for applicable tax
purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any federal, state, local, or other taxes of
any kind required by law to be withheld with respect to the award. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements, and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant.

         Section 4.04. Securities Law Requirements. Each distribution under the
Plan shall be subject to the requirement that, if at any time the Administrator
shall determine that (i) the listing, registration or qualification of the
Hillenbrand Common Stock to be distributed upon any securities exchange or
market or under any state or federal law, or (ii) the consent or approval of any
government regulatory body with respect to such distribution or (iii) an
agreement by the Participant with respect to the disposition of Hillenbrand
Common Stock distributed under the Plan is necessary or desirable in order to
satisfy any legal requirements, such distribution shall not be made, in whole or
in part, unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions not
acceptable to the Administrator. The Company shall have no obligation to effect
any registration or qualification of the Hillenbrand Common Stock under federal
or state laws or to compensate a Participant for any loss resulting from the
application of this Section.

         Section 4.05. Death Benefits. In the event of a Participant's death,
the benefit payable to the Participant under the Plan shall be paid to his
Beneficiary.


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                                    ARTICLE V
                                 ADMINISTRATION

         Section 5.01. Delegation of Responsibility. Hillenbrand may delegate
duties involved in the administration of this Plan to such person or persons
whose services are deemed by it to be necessary or convenient.

         Section 5.02. Payment of Benefits. The amounts allocated to a
Participant's Participation Account and payable as benefits under this Plan
shall be paid solely from the general assets of the Company. No Participant
shall have any interest in any specific assets of the Company under the terms of
this Plan. This Plan shall not be considered to create an escrow account, trust
fund or other funding arrangement of any kind or a fiduciary relationship
between any Participant and the Company. The Company's obligations under this
Plan are purely contractual and shall not be funded or secured in any way.


                                   ARTICLE VI
                        AMENDMENT OR TERMINATION OF PLAN

         Section 6.01. Termination. The Board of Directors of Hillenbrand may at
any time terminate this Plan. As of the date on which this Plan is terminated,
no additional amounts shall be deferred from any Participant's Compensation. The
Company shall pay to each such Participant the balance contained in his
Participation Account at such time and in the manner designated by that
Participant in the forms executed by that Participant; provided, however, that
Hillenbrand, in its sole and complete discretion, may pay out to the
Participants their Participation Accounts in a single payment of cash (with
respect to the Cash Participation Account) and Hillenbrand Common Stock (with
respect to the Phantom Stock Participation Account) as soon as practicable after
the Plan termination.

         Section 6.02. Amendment. Hillenbrand may amend the provisions of this
Plan at any time; provided, however, that no amendment shall adversely affect
the rights of Participants or their Beneficiaries with respect to (1) the
balances contained in their Cash Participation Accounts immediately prior to the
amendment, including the Interest Rate to be credited on such amounts, and (2)
the Phantom Shares credited to their Phantom Stock Participation Accounts
immediately prior to the amendment.


                                   ARTICLE VII
                                  MISCELLANEOUS

         Section 7.01. Successors. This Plan shall be binding upon the
successors of the Company.

         Section 7.02. Choice of Law. This Plan shall be construed and
interpreted pursuant to, and in accordance with, the laws of the State of
Indiana, without regard to conflicts of law provisions.

         Section 7.03. No Service Contract. This Plan shall not be construed as
affecting in any manner the rights or obligations of the Company or of any
Participant to continue or to terminate director status at any time.

         Section 7.04. Non-Alienation. No Participant or his Beneficiary shall
have any right to anticipate, pledge, alienate or assign any of his rights under
this Plan, and any effort to do so shall be null and void. The benefits payable
under this Plan shall be exempt from the claims of creditors or other claimants
and from all orders, decrees, levies and executions and any other legal process
to the fullest extent that may be permitted by law.

         Section 7.05. Reservation of Shares. The Company shall reserve from
time to time a sufficient number of shares of Hillenbrand Common Stock to
satisfy its obligations under the Plan. Such shares shall be treasury shares.


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