exv10w15



 





Exhibit 10.15




HILLENBRAND, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




 









 





TABLE OF CONTENTS






HILLENBRAND, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I.
	 	     DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II.
	 	       ADMINISTRATION OF THIS PLAN	 	 	5	 
	 
	 	 	 	 	 	 
	2.1
	 	Committee	 	 	5	 
	 
	 	 	 	 	 	 
	2.2
	 	Committee Duties	 	 	5	 
	 
	 	 	 	 	 	 
	2.3
	 	Agent	 	 	6	 
	 
	 	 	 	 	 	 
	2.4
	 	Binding Effect of Decisions	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE III.
	 	     PARTICIPATION	 	 	6	 
	 
	 	 	 	 	 	 
	3.1
	 	Participants as of the Effective Date	 	 	6	 
	 
	 	 	 	 	 	 
	3.2
	 	Participants after the Effective Date	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE IV.
	 	      SUPPLEMENTAL RETIREMENT BENEFIT	 	 	6	 
	 
	 	 	 	 	 	 
	4.1
	 	Supplemental Retirement Benefit	 	 	6	 
	 
	 	 	 	 	 	 
	4.2
	 	Subject To Pension Plan	 	 	7	 
	 
	 	 	 	 	 	 
	4.3
	 	Payment of Supplemental Retirement Benefits	 	 	7	 
	 
	 	 	 	 	 	 
	4.4
	 	Change in Control	 	 	9	 
	 
	 	 	 	 	 	 
	4.5
	 	Forfeiture of Supplement Retirement Benefit	 	 	9	 
	 
	 	 	 	 	 	 
	4.6
	 	Frozen Supplemental Retirement Benefit	 	 	9	 
	 
	 	 	 	 	 	 
	4.7
	 	Elections under the Prior SERP	 	 	9	 
	 
	 	 	 	 	 	 
	4.8
	 	Termination of Supplemental Retirement Benefits under the Prior SERP and Payments under this Plan	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE V.
	 	     EMPLOYER CONTRIBUTIONS	 	 	10	 
	 
	 	 	 	 	 	 
	5.1
	 	Defined Contributions	 	 	10	 
	 
	 	 	 	 	 	 
	5.2
	 	Matching Contributions	 	 	11	 
	 
	 	 	 	 	 	 
	5.3
	 	Supplemental Contributions	 	 	12	 
	 
	 	 	 	 	 	 
	5.4
	 	Defined Contribution Accounts, Matching Account and Supplemental Contribution Account	 	 	12	 
	 
	 	 	 	 	 	 
	5.5
	 	Beginning Account Balances of Participants Who Participated in the Prior SERP	 	 	12	 
	 
	 	 	 	 	 	 
	5.6
	 	Earnings on Accounts	 	 	13	 
	 
	 	 	 	 	 	 
	5.7
	 	Vesting	 	 	13	 
	 
	 	 	 	 	 	 
	5.8
	 	Distribution of Aggregate Account	 	 	13	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	5.9
	 	Forfeiture of Aggregate Account	 	 	13	 
	 
	 	 	 	 	 	 
	5.10
	 	Elections under the Prior SERP	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VI.
	 	              OFFSET FOR OBLIGATIONS TO EMPLOYER	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VII.
	 	            RIGHTS OF A PARTICIPANT	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE VIII.
	 	          AMENDMENT AND TERMINATION	 	 	14	 
	 
	 	 	 	 	 	 
	8.1
	 	Amendment	 	 	14	 
	 
	 	 	 	 	 	 
	8.2
	 	Termination	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE IX.
	 	          DETERMINATION OF BENEFITS	 	 	14	 
	 
	 	 	 	 	 	 
	9.1
	 	Claim	 	 	14	 
	 
	 	 	 	 	 	 
	9.2
	 	Claim Decision	 	 	14	 
	 
	 	 	 	 	 	 
	9.3
	 	Request for Review	 	 	15	 
	 
	 	 	 	 	 	 
	9.4
	 	Review of Decision	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE X.
	 	          NOTICES	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE XI.
	 	          GENERAL PROVISIONS	 	 	16	 
	 
	 	 	 	 	 	 
	11.1
	 	Controlling Law	 	 	16	 
	 
	 	 	 	 	 	 
	11.2
	 	Captions	 	 	16	 
	 
	 	 	 	 	 	 
	11.3
	 	Facility of Payment	 	 	16	 
	 
	 	 	 	 	 	 
	11.4
	 	Withholding of Payroll Taxes	 	 	16	 
	 
	 	 	 	 	 	 
	11.5
	 	Protective Provisions	 	 	16	 
	 
	 	 	 	 	 	 
	11.6
	 	Terms	 	 	16	 
	 
	 	 	 	 	 	 
	11.7
	 	Successor	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE XII.
	 	           UNFUNDED STATUS OF PLAN	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE XIII.
	 	          RIGHTS TO BENEFITS	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE XIV.
	 	          BOARD APPROVAL	 	 	17	 






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HILLENBRAND, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




W I T N E S S E T H:




     WHEREAS, in accordance with that certain Distribution Agreement (as defined below),
Hillenbrand Industries, Inc. (to be re-named Hill-Rom Holdings, Inc.
prior to or effective upon the Distribution referred to below and hereinafter referred to in these
recitals as “RemainCo” or “Hill-Rom Holdings,
Inc.”) proposes to distribute its entire ownership interest in Batesville
Holdings, Inc. (to be re-named Hillenbrand, Inc. prior to or
effective upon the Distribution referred to below and hereinafter referred to in these recitals as
“SpinCo” or “Hillenbrand, Inc.”) through a pro-rata distribution of all of the outstanding shares of
SpinCo common stock then owned by RemainCo to the
holders of RemainCo common stock (“Distribution”); and



     WHEREAS,
RemainCo and SpinCo have entered into that certain Employee
Matters Agreement (as defined below) for the purpose of continuing benefits for the
pre-Distribution directors, employees and consultants of RemainCo and its subsidiaries; and



     WHEREAS,
in accordance with Section 2.5 of the Employee Matters
Agreement, SpinCo is to adopt and implement a Supplemental Executive Retirement Plan with features that are
comparable to the Hillenbrand Industries, Inc. Supplemental Executive
Retirement Plan, as amended to be effective as of the date of the consummation of the
transactions contemplated by the Distribution Agreement; and



     WHEREAS, effective as of the date of the consummation of the transactions contemplated by the
Distribution Agreement (the “Effective Date”), Hillenbrand, Inc. (the “Employer”) establishes the
Hillenbrand, Inc. Supplemental Executive Retirement Plan (the “Plan”) to provide selected key
executives of the Employer and SpinCo Participants (as defined below) with competitive supplemental
retirement benefits and additional retirement income.



ARTICLE I.

DEFINITIONS





	1.1	 	“Aggregate Account” means the vested (pursuant to Article V) balance credited to a
Participant’s Defined Contribution Account, Matching Account and/or Supplemental Contribution
Account, including contribution credits and deemed income, gains and losses (to the extent
realized as determined by the Employer, in its discretion) credited thereto. A Participant’s
Aggregate Account shall be determined as of the date of reference. A Participant’s Aggregate
Account shall be utilized solely as a device for measurement and determination of the amount
to be paid to the Participant pursuant to




 









 






	 	 	this Plan. A Participant’s Aggregate Account shall not constitute or be treated as a trust
fund of any kind.






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






	1.3	 	“Beneficiary” means, with respect to the Supplemental Retirement Benefit (as defined in
paragraph 4.1(a)), the person, persons, trust or other entity designated by the Participant to
receive any benefits payable under the Pension Plan, and with respect to payments related to
the Aggregate Account, the person, persons, trust or other entity designated by the
Participant to receive benefits payable under the Deferred Compensation Guidelines.
	 
	1.4	 	“Board” means the Board of Directors of Hillenbrand, Inc.
	 
	1.5	 	“Cause” means






	 	(i)	 	a Participant’s embezzlement or material misappropriation of funds or property
of the Employer, or
	 
	 	(ii)	 	the willful engaging by a Participant in conduct constituting a felony or gross
misconduct, which is materially and demonstrably injurious to the Employer.





1.6 A “Change in Control” means





	 	(i)	 	the date that any person, corporation, partnership, syndicate, trust, estate or
other group acting with a view to the acquisition, holding or disposition of securities
of the Company, 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 the Company representing 35% or more of the voting power of all
securities of the Company 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 securities of the Company by the Company or any of its Subsidiaries or
any employee benefit plan of the Company or any of its Subsidiaries, (y) the
acquisition of securities of the Company directly from the Company, or (z) the
acquisition of securities of the Company 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);
	 
	 	(ii)	 	the consummation of a merger or consolidation of the Company with another
corporation unless




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          (A) the shareholders of the Company, 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 the Company;




          (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 the Company’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 the Company; or
	 
	 	(v)	 	the date of approval of the shareholders of the Company of a plan of complete
liquidation of the Company.






	1.7	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	1.8	 	“Committee” means the Compensation and Management Development Committee of the Board.
	 
	1.9	 	“Company” means Hillenbrand, Inc. and its Subsidiaries.
	 
	1.10	 	“Deferral Election” means the written election made by a Participant on the Deferral
Elections Checklist form as timely submitted and accepted by the Committee
	 
	1.11	 	“Deferred Compensation Guidelines” means the Company’s “Deferred Compensation Payment
Administrative Guidelines”, as amended by the Committee in its sole discretion.
	 
	1.12	 	“Defined Contribution Account” means the account maintained on the books of account of the
Employer for each Participant pursuant to Section 5.1. Separate Defined Contribution Accounts
shall be maintained for each Participant. The Defined Contribution Account shall be utilized
solely as a device for measurement and






3











 






	 	 	determination of the amount to be paid to the Participant pursuant to this Plan. A
Participant’s Defined Contribution Account shall not constitute or be treated as a trust
fund of any kind.
	 
	1.13	 	“Distribution Agreement” means the Distribution Agreement by and between Hillenbrand
Industries, Inc. and Batesville Holdings, Inc. dated as of March                     , 2008.
	 
	1.14	 	“Employee Matters Agreement” means the Employee Matters Agreement by and between Hillenbrand
Industries, Inc. and Batesville Holdings, Inc. dated as of March                     , 2008.
	 
	1.15	 	“Employer” means the Company.
	 
	1.16	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	1.17	 	“Matching Account” means the account maintained on the books of account of the Employer for
each Participant pursuant to Section 5.2. Separate Matching Accounts shall be maintained for
each Participant. A Matching Account shall be utilized solely as a device for measurement and
determination of the amount to be paid to the Participant pursuant to this Plan. A Matching
Account shall not constitute or be treated as a trust fund of any kind.
	 
	1.18	 	“Participant” means any SpinCo Participant as set forth in Section 3.1 and any individual who
is a non-bargained for, full-time or regular part-time employee of the Employer who is
selected for participation in this Plan pursuant to Article III.
	 
	1.19	 	“Prior SERP” means the Hillenbrand Industries, Inc. Supplemental Executive Retirement Plan as
in effect immediately prior to the Effective Date.
	 
	1.20	 	“Pension Plan” means the Hillenbrand, Inc. Pension Plan, as amended.
	 
	1.21	 	“Plan Year” means the twelve (12) month period ending on the December 31 of each year during
which this Plan is in effect, provided that the first Plan Year shall commence on the
Effective Date and end on December 31 of the calendar year in which the Effective Date occurs.
	 
	1.22	 	“Savings Plan” means the Hillenbrand, Inc. Savings Plan, as amended.
	 
	1.23	 	“SpinCo Participant” shall have the meaning set forth in Section 1.1 of the Employee Matters
Agreement.
	 
	1.24	 	“Subsidiary” means an operating company unit of which a majority equity interest is owned
directly or indirectly by the Company.




4









 












	1.25	 	“Supplemental Contribution Account” means the account maintained on the books of account of
the Employer for each Participant pursuant to Section 5.3. Separate Supplemental Contribution
Accounts shall be maintained for each Participant. The Supplemental Contribution Account
shall be utilized solely as a device for measurement
and determination of the amount to be paid to the Participant pursuant to this Plan. A
Participant’s Supplemental Contribution Account shall not constitute or be treated as a
trust fund of any kind.






	1.26	 	“Target Bonus” means the designated percentage of a Participant’s Base Salary utilized in the
Company’s short term incentive compensation plan, regardless of what percent of a
Participant’s Base Salary had been paid.





ARTICLE II.

ADMINISTRATION OF THIS PLAN





	2.1	 	Committee. This Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum and all decisions made by the Committee pursuant to
provisions of this Plan shall be made by a majority of the Committee members present at any
duly held regular or special meeting at which a quorum is present or by the unanimous written
consent of a majority of the Committee members in lieu of any such meeting.






	2.2	 	Committee Duties. The Committee shall also have the authority to make, amend,
interpret, and enforce all appropriate rules and regulations for the administration of this
Plan and decide or resolve any and all questions, including interpretations of this Plan, as
may arise in connection with this Plan. The Committee shall have the sole discretionary
authority and all powers necessary to accomplish these purposes, including, but not by way of
limitation, the right, power, authority and duty:






	 	(a)	 	To make rules, regulations and procedures for the administration of this Plan
which are not inconsistent with the terms and provisions hereof, provided such rules,
regulations and procedures are evidenced in writing and copies thereof are delivered to
the Employer.
	 
	 	(b)	 	To construe and interpret all terms, provisions, conditions and limitations of
this Plan;
	 
	 	(c)	 	To correct any defect, supply any omission, construe any ambiguous or uncertain
provisions, or reconcile any inconsistency that may appear in this Plan, in such manner
and to such extent as it shall deem expedient to carry this Plan into effect;
	 
	 	(d)	 	To employ and compensate such accountants, attorneys, investment advisors and
other agents and employees as the Committee may deem necessary or advisable in the
proper and efficient administration of this Plan;




5









 












	 	(e)	 	To determine all questions relating to eligibility;
	 
	 	(f)	 	To determine the amount, manner and time of payment of any benefits hereunder
and to prescribe procedures to be followed by distributees in obtaining benefits;
	 
	 	(g)	 	To prepare, file and distribute, in such manner as the Committee determines to
be appropriate, such information and material as is required by the reporting and
disclosure requirements of ERISA; and
	 
	 	(h)	 	To make a determination as to the right of any person to receive a benefit
under this Plan.






	2.3	 	Agent. In the administration of this Plan, the Committee may, from time to time,
employ an agent and delegate to it such administrative duties as it sees fit and may, from
time to time, consult with counsel who may be counsel to the Employer.






	2.4	 	Binding Effect of Decisions. The decision or action of the Committee with respect to
any question arising out of or in connection with the administration, interpretation and
application of this Plan and the rules and regulations promulgated hereunder shall be final,
conclusive and binding upon all persons having any interest in this Plan and shall not be
subject to appeal except as provided in Article IX.





ARTICLE III.

PARTICIPATION





	3.1	 	Participants as of the Effective Date. As of the Effective Date, a Participant in
the Plan shall include any SpinCo Participant who, as of the day before the Effective Date,
has earned a Supplemental Retirement Benefit (as defined in the Prior SERP) under the Prior
SERP and/or has an Aggregate Account (as defined in the Prior SERP) under the Prior SERP.






	3.2	 	Participants after the Effective Date. Except as provided in Section 3.1,
participation in this Plan shall be determined by the Committee or any person designated by
it. In no event shall any employee of the Employer become eligible to participate in this Plan
if such employee would not be considered a member of a select group of management or highly
compensated employees for purposes of ERISA.





ARTICLE IV.

SUPPLEMENTAL RETIREMENT BENEFIT





	4.1	 	Supplemental Retirement Benefit.






	 	(a)	 	For each Participant who participates in the Pension Plan and continues to
accrue a benefit thereunder while this Plan is in effect (“Traditional Participant”),
such





6









 











	 	 	 	Traditional Participant shall be paid a monthly benefit under this Plan
(“Supplemental Retirement Benefit”) equal in amount to (1) the monthly benefit payable
under the Pension Plan (i) without the limitations on maximum benefits set forth in
Section 415 of the Code, and (ii) with the changes to the calculation of “Earnings” (as
defined in the Pension Plan) as described in paragraph (b) of this Section 4.1, less
(2) the monthly benefit payable under the Pension Plan.
	 
	 	(b)	 	For purposes of calculating the Supplemental Retirement Benefit under this
Section 4.1, “Earnings” as defined in the Pension Plan shall include the amount of
a Traditional Participant’s Target Bonus (whether or not the target is attained and
whether or not the Target Bonus is paid) for a calendar year, including any Target
Bonus for calendar years prior to the Effective Date for the same years that
Earnings is used to determine the Participant’s monthly benefit payable under the
Pension Plan, and such Earnings shall not be limited by the compensation limits set
forth in Code Section 401(a)(17); provided however, that such “Earnings” may be
limited in amount by the Board or Committee, as they determine in their sole
discretion, for any one or more Traditional Participants.
	 
	 	(c)	 	Exhibit “A” attached hereto provides an example of the calculation of “Average
Monthly Earnings” (as defined in the Pension Plan) used in the calculation of a
Traditional Participant’s Supplemental Retirement Benefit hereunder.






	4.2	 	Subject To Pension Plan. Except as provided in Article 4.1 above and as provided
below in Section 4.3 with respect to the payment of the Supplemental Retirement Benefit, the
Supplemental Retirement Benefit to be paid a Traditional Participant shall be subject to all
provisions of the Pension Plan, including but not limited to, all monthly benefit
calculations, normal and early retirement, deferred vested benefits, disability retirement,
vesting, benefit election options, beneficiary designations and joint and survivor benefits.






	4.3	 	Payment of Supplemental Retirement Benefits.






	 	(a)	 	Normal Supplemental Retirement Benefits. Except as provided in Section 4.3(d)
below, each Traditional Participant who attains his Normal Retirement Date (as defined
in the Pension Plan) shall receive a monthly benefit. Unless such Traditional
Participant elects a form of annuity set forth on Annex A attached hereto prior to the
date of his Normal Retirement Benefit Commencement Date (as defined below), such
Traditional Participant, if unmarried, shall receive a life annuity with guaranteed
payment for 24 months (“Single, Normal Form of Payment”), or if married, a 50% joint
and survivor annuity (“Married, Normal Form of Payment”). Monthly Normal Supplemental
Retirement Benefit payments shall begin as of the first day of the calendar month
following the six month anniversary date of a Traditional Participant’s termination of
employment (“Normal Retirement Benefit Commencement Date”) and shall be paid monthly
thereafter as of the first day of each succeeding month.




7









 












	 	(b)	 	Early Supplemental Retirement Benefits. Except as provided in Section
4.3(d) below, each Traditional Participant who attains his Early Retirement Date (as
defined in the Pension Plan) shall receive a monthly benefit. Unless such Traditional
Participant elects a form of annuity set forth on Annex A attached hereto prior to the
date his Early Retirement Benefit Commencement Date (as defined below), such
Traditional Participant, if unmarried, shall receive a Single, Normal Form of Payment,
or if married, a Married, Normal Form of Payment. Monthly Early Supplemental
Retirement Benefit payments shall begin on the first day of the calendar month
following the six month anniversary date of a Traditional Participant’s termination of
employment (“Early Retirement Benefit Commencement Date”) and shall be paid monthly
thereafter as of the first day of
each succeeding month. A Traditional Participant can elect to change his Early
Retirement Benefit Commencement Date so long as such election is made a year prior
to the Early Retirement Benefit Commencement Date and made before attaining age 60.
The new Early Retirement Benefit Commencement Date must be a date after the 5th
anniversary of the Early Retirement Benefit Commencement Date and must be a date
before he attains age 65.
	 
	 	(c)	 	Deferred Vested Supplemental Retirement Benefits. Except as provided in
Section 4.3(d) below, each Traditional Participant who attains his Vested Retirement
Date (as defined in the Pension Plan) shall receive a monthly benefit. Unless such
Traditional Participant elects a form of annuity set forth on Annex A attached hereto
prior to the date of his Deferred Vested Benefit Commencement Date (as defined below),
such Traditional Participant, if unmarried, shall receive a Single, Normal Form of
Payment, or if married, a Married, Normal Form of Payment. Monthly Deferred Vested
Supplemental Retirement Benefits shall begin on the later to occur of (i) the first day
of the calendar month following the date a Traditional Participant attains age 55 or
(ii) the first day of the calendar month following the sixth month anniversary date of
a Traditional Participant’s termination of employment (“Deferred Vested Benefit
Commencement Date”) and shall be paid monthly thereafter as of the first day of each
succeeding month. A Traditional Participant can elect to change his Deferred Vested
Benefit Commencement Date so long as such election is made a year prior to the Deferred
Vested Benefit Commencement Date and made before attaining age 60. The new Early
Retirement Benefit Commencement Date must be a date after the 5th anniversary of the
Deferred Vested Benefit Commencement Date and must be a date before he attains age 65.
	 
	 	(d)	 	Notwithstanding anything herein to the contrary, if a Traditional Participant
is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then any payments
to be made to such Traditional Participant under this Section 4.3 shall commence on the
first day of the calendar month following the six-month anniversary of the date of his
termination of employment.




8









 












	4.4	 	Change in Control. Notwithstanding the vesting requirement set forth in the Pension
Plan and except as provided in Section 4.4 below, upon the occurrence of a Change in Control a
Traditional Participant shall be credited with five (5) years of “Vesting Service” (as defined
in the Pension Plan) for purposes of determining whether a Traditional Participant is eligible
for a Supplemental Retirement Benefit.






	4.5	 	Forfeiture of Supplement Retirement Benefit. Notwithstanding any other provision of
this Article IV, upon the termination of a Traditional Participant’s employment by the Company
or any of its Subsidiaries for Cause, such Traditional Participant shall forfeit all rights to
any Supplemental Retirement Benefit under this Article IV, and the Employer shall have no
obligation to make any such payments.






	4.6	 	Frozen Supplemental Retirement Benefit. If the Committee (at its sole discretion)
should determine that a Traditional Participant is no longer eligible to earn or accrue a
Supplemental Retirement Benefit as provided for under this Article IV, then, on the date of
such determination by the Committee, the Traditional Participant’s Supplemental Retirement
Benefit shall be frozen as of such date and he or she will earn or accrue no Supplemental
Retirement Benefit thereafter.






	4.7	 	Elections under the Prior SERP. Any and all elections made by a Participant under
the Prior SERP with respect to his or her Supplemental Retirement Benefit under the Prior SERP
shall be deemed to be an election under this Plan with respect to the Participant’s
Supplemental Retirement Benefit under this Article IV.






	4.8	 	Termination of Supplemental Retirement Benefits under the Prior SERP and Payments under
this Plan. If a Participant is receiving payments under the Prior SERP as of the day
before the Effective Date, then as of the Effective Date, no further payments of his or her
Supplemental Retirement Benefit under the Prior SERP shall be paid to the Participant under
the Prior SERP, and as of the Effective Date, the remaining Supplemental Retirement Benefit
under the Prior SERP shall be the Supplemental Retirement Benefit of such Participant under
this Plan and shall be paid under this Plan in accordance with the elections made as set forth
in Section 4.7 above. If, as of the day before the Effective Date, a Participant has earned a
Supplemental Retirement Benefit under the Prior SERP but is not an employee of the Employer
and payments under the Prior SERP have not commenced, then as of the Effective Date, no
payments of such Supplemental Retirement Benefit under the Prior Plan shall be paid to such
Participant under the Prior SERP, and the Supplemental Retirement Benefit under the Prior SERP
as of the day before the Effective Date shall be the Participant’s Supplemental Retirement
Benefit under this Plan which shall be paid to the Participant as set forth in this Article
IV. If, as of the day before the Effective Date, a Participant who is an employee of the
Employer on the Effective Date has earned a Supplemental Retirement Benefit under the Prior
SERP, but payments under the Prior SERP have not commenced, then as of the Effective Date, no
payments of such Supplemental Retirement Benefit under the Prior SERP shall be paid to




9









 












	 	 	such
Participant under the prior SERP, and he or she shall only be entitled to the Supplemental
Retirement Benefit earned under this Plan. Notwithstanding anything herein to the contrary, a
Participant under Section 3.1 shall, on or after the Effective Date, only receive a
Supplemental Retirement Benefit under this Plan and shall receive no Supplemental Retirement
Benefit under the Prior SERP.





ARTICLE V.

EMPLOYER CONTRIBUTIONS




     5.1 Defined Contributions.




	 	(a)	 	Each Plan Year the Employer shall record as a contribution to the Defined
Contribution Account of a Traditional Participant an amount equal to (1) the maximum
amount of contribution of whatever kind the Employer would have had to make to the
Savings Plan for and on behalf of a Traditional Participant for such Plan Year (i)
without the annual additions limits set forth in Code Section 415 and (ii) with the
changes to the calculation of “Compensation” (as defined in the Savings Plan) as
described in paragraph (c) of this Section 5.1, less (2) the amount
of contribution of whatever kind that the Employer actually made to the Savings Plan
for and on behalf of the Traditional Participant for such Plan Year.
	 
	 	(b)	 	For each Participant who is not a Traditional Participant (“Non-Traditional
Participant”), each Plan Year the Employer shall record as a contribution to the
Defined Contribution Account of a Non-Traditional Participant an amount equal to (1)
the maximum amount of contribution of whatever kind, other than any Employer Matching
Contributions (as defined in the Savings Plan), the Employer would have had to make to
the Savings Plan for and on behalf of a Non-Traditional Participant for such Plan Year
(i) without the annual additions limits set forth in Code Section 415 and (ii) with the
changes to the calculation of “Compensation” (as defined in the Savings Plan) as
described in paragraph (c) of this Section 5.1, less (2) the amount of contribution of
whatever kind, other than any Employer Matching Contributions, that the Employer
actually made to the Savings Plan for and on behalf of the Non-Traditional Participant
for such Plan Year.
	 
	 	(c)	 	For purposes of calculating the Defined Contributions under this Section 5.1,
“Compensation” as defined in the Savings Plan shall include the amount of a
Participant’s Target Bonus (whether or not the target is attained and whether or not
the Target Bonus is paid) for a Plan Year, and such “Compensation” shall not be limited
by the compensation limits set forth in Code Section 401(a)(17); provided however, that
such “Compensation” may be limited in amount by resolution of the Board or Committee,
as they determine in their sole discretion, for any one or more Participants.






10












 







	5.2	 	Matching Contributions.






	 	(a)	 	For each Non-Traditional Participant who has elected to contribute the maximum
amount as provided under Code Section 402(g)(1) as a “qualified cash or deferred
arrangement” (as defined in Code Section 401(k)(2)) to the Savings Plan, each Plan Year
the Employer shall record as a contribution to the Matching Account of a
Non-Traditional Participant an amount equal to (1) the maximum amount of Employer
Matching Contributions (as defined in the Savings Plan) the Employer would have had to
make to the Savings Plan for and on behalf of a Non-Traditional Participant for such
Plan Year (i) without the annual additions limits set forth in Code Section 415, (ii)
without any limits on a Non-Traditional Participant’s “qualified cash or deferred
arrangement” under Code Sections 401(k) or 402(g)(1), (iii) without any limits on a
matching contribution as set forth in Code Section 401(m) and (iv) with the changes to
the calculation of “Compensation” (as defined in the Savings Plan) as described in
paragraph (c) of this Section 5.2, less (2) the amount of Employer Matching
Contributions that the Employer actually made to the Savings Plan for and on behalf of
the Non-Traditional Participant for such Plan Year.
	 
	 	(b)	 	For each Non-Traditional Participant who has not elected to contribute the
maximum amount as provided under Code Section 402(g)(1) as a “qualified cash or
deferred arrangement” (as defined in Code Section 401(k)(2)) to the Savings Plan, each
Plan Year the Employer shall record as a contribution to the Matching Account of a
Non-Traditional Participant an amount equal to (1) the maximum amount of Employer
Matching Contributions (as defined in the Savings Plan) the Employer would have had to
make to the Savings Plan for and on behalf of a Non-Traditional Participant for such
Plan Year (i) without the annual additions limits set forth in Code Section 415, (ii)
without any limits on a Non-Traditional Participant’s “qualified cash or deferred
arrangement” under Code Sections 401(k), (iii) without any limits on a matching
contribution as set forth in Code Section 401(m), (iv) with the limits on a
Non-Traditional Participant’s “qualified cash or deferred arrangement” under Code
Section 402(g)(i) and (v) with the changes to the calculation of “Compensation” (as
defined in the Savings Plan) as described in paragraph (c) of this Section 5.2, less
(2) the amount of Employer Matching Contributions that the Employer actually made to
the Savings Plan for and on behalf of the Non-Traditional Participant for such Plan
Year.
	 
	 	(c)	 	For purposes of calculating the Matching Contributions under this Section 5.2,
“Compensation” as defined in the Savings Plan shall include the amount of a
Participant’s Target Bonus (whether or not the target is attained and whether or not
the Target Bonus is paid) for a Plan Year and such “Compensation” shall not





11









 





be limited by the compensation limits set forth in Code Section 401(a)(17); provided
however, that such “Compensation” may be limited in amount by the Board or
Committee, as they determine in their sole discretion, for any one or more
Non-Traditional Participants.




	5.3	 	Supplemental Contributions.






	 	(a)	 	Each Plan Year the Employer shall record as a contribution to the Supplemental
Contribution Account of certain Participants selected by the Committee an amount equal
to three percent (3%) of such Participants’ “Compensation” (as defined in the Savings
Plan) with such changes to its calculation as described in paragraph (b) of this
Section 5.3.
	 
	 	(b)	 	For purposes of calculating the Supplemental Contributions under this Section
5.3, “Compensation” as defined in the Savings Plan shall include the amount of a
selected Participant’s Target Bonus (whether or not the target is attained and whether
or not the Target Bonus is paid) for a Plan Year and such “Compensation” shall not be
limited by the compensation limits set forth in Code Section 401(a)(17); provided
however, that such “Compensation” may be limited in amount by the Board or Committee,
as they determine in their sole discretion, for any one or more of the selected
Participants.






	5.4	 	Defined Contribution Accounts, Matching Account and Supplemental Contribution
Account. All Employer contributions made pursuant to this Section V shall be credited to
a Participant’s Defined Contribution Account, Matching Account and/or, Supplemental
Contribution Account which shall be a bookkeeping account established for each Participant by
the Employer. The time when the Employer contributions are credited to a Participant’s
Defined Contribution Account, Matching Account and/or Supplemental Contribution Account shall
be determined by the Committee, in its sole discretion. The Defined Contribution Accounts,
the Matching Accounts and the Supplemental Contribution Account shall be unfunded and shall
maintain all credits made to such account, pursuant to this Plan for the benefit of a
Participant.






	5.5	 	Beginning Account Balances of Participants Who Participated in the Prior SERP. As of
the Effective Date, the Aggregate Account balance of any Participant under the Prior SERP as
of the day before the Effective Date shall be the opening Aggregate Account balance under this
Plan and the respective Define Contribution Account, Matching Account and/or Supplemental
Contribution Account of such Participant, which makes up the Aggregate Account.
Notwithstanding anything herein to the contrary, as of the Effective Date, a Participant’s
Aggregate Account under the Prior SERP shall be cancelled and forfeited by the Participant,
and such Participant shall, on or after the Effective Date, only receive a distribution of his
or her Aggregate Account under this Plan and shall not receive a distribution of all or any
portion of an Aggregate Account under the Prior SERP.




12









 












	5.6	 	Earnings on Accounts. The balance of a Participant’s Defined Contribution Account,
Matching Account and/or Supplemental Contribution Account, shall accrue interest credited
monthly to the Participant’s Defined Contribution Account balance, Matching Account balance
and/or Supplemental Contribution Account balance at the end of the Company’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 Company’s principal bank, or, at the election of the Committee,
Participants selected by the Committee may be credited at such other rate or rates as may be
determined by the Committee.






	5.7	 	Vesting. A Participant shall be fully (100%) vested in all amounts credited to his
or her Defined Contribution Account and Supplemental Contribution Account, and a Participant
shall vest in all amounts credited to his or her Matching Account pursuant to the vesting
schedule maintained under the Savings Plan for any Employer Matching Contributions made to the
Savings Plan by the Employer; provided however, that upon the occurrence of an event which is
a Change in Control, each Participant shall be fully 100% vested in such Participant’s
Matching Account.






	5.8	 	Distribution of Aggregate Account. A Participant’s Aggregate Account shall be paid
within fifteen (15) days of the six-month anniversary of the date of the Participant’s
termination of employment.






	5.9	 	Forfeiture of Aggregate Account. Notwithstanding anything in this Article V, upon
the termination of a Participant’s employment by the Company or any of its Subsidiaries for
Cause, such Participant shall forfeit all rights to his or her Aggregate Account under this
Article V, and the Employer shall have no obligations with respect to this Article V.






	5.10	 	Elections under the Prior SERP. Any and all elections made by a Participant under
the Prior SERP with respect to his or her Aggregate Account under the Prior SERP shall be
deemed to be an election under this Plan with respect to the Participant’s Aggregate Account
under this Article V.





ARTICLE VI.

OFFSET FOR OBLIGATIONS TO EMPLOYER




If, at such time as the Participant becomes entitled to benefit payments hereunder, the Participant
has any debt, obligation or other liability representing an amount owing to the Company or any
Subsidiary, and if such debt, obligation, or other liability is due and owing at the time benefit
payments are payable hereunder, the Employer may offset the amount owed the Company or the
Subsidiary against the amount of benefits otherwise distributable hereunder.



13









 





ARTICLE VII.

RIGHTS OF A PARTICIPANT



Establishment of this Plan shall not be construed as giving any Participant the right to be
retained in the Employer’s service or employ or the right to receive any benefits not specifically
provided by this Plan.



Payments under this Plan will not be segregated from the general funds of the Employer and no
Participant will have any claim on any specific assets of the Employer. To the extent that any
Participant acquires a right to receive benefits under this Plan, his or her right will be no
greater than the right of any unsecured general creditor of the Employer and is not assignable or
transferable except to his or her Beneficiary or estate.




ARTICLE VIII.

AMENDMENT AND TERMINATION





	 
	8.1	 	Amendment. This Plan may be amended from time to time by resolution of the Board.
The amendment of any one or more provisions of this Plan shall not affect the remaining
provisions of this Plan. No amendment shall reduce any benefits accrued by any Participant
prior to the amendment.
	 
	8.2	 	Termination. The Board has the right to terminate this Plan at any time. Any
benefit accrued prior to this Plan’s termination will continue to be subject to the provisions
of this Plan.




ARTICLE IX.

DETERMINATION OF BENEFITS


	 
	9.1	 	Claim. A person who believes that he is being denied a benefit to which he is
entitled under this Plan (hereinafter referred to as a “Claimant”) may file a written request
for such benefit with the Committee, setting forth his claim. The request must be addressed
to the Committee.
	 
	9.2	 	Claim Decision. Upon receipt of a claim, the Committee shall advise the Claimant
that a reply will be forthcoming within a reasonable time, but not later than 90 days from its
receipt of the claim and shall, in fact, deliver such reply within such period. The Committee
may, however, extend the reply period for an additional 90 days if the Committee determines
that special circumstances require such an extension. If an extension is required, written
notice shall be furnished to the Claimant prior to the termination of the initial 90-day
period. The extension notice shall indicate (i) the special circumstances requiring an
extension of time; and (ii) the date by which the Committee expects to tender the benefit
determination. If the claim is denied in whole or in part, the Committee shall adopt a
written opinion, using language calculated to be understood by the Claimant, setting forth:





14









 






	 	(a)	 	The specific reason for such denial;
	 
	 	(b)	 	The specific reference to pertinent provisions of this agreement upon which
such denial is based;
	 
	 	(c)	 	A description of any additional material or information necessary for the
Claimant to perfect his claim and an explanation why such material or such information
is necessary.
	 
	 	(d)	 	Appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review, including the Claimant’s right to bring a civil action
following an adverse benefit determination on review; and
	 
	 	(e)	 	The time limits for requesting a review.






	9.3	 	Request for Review. Within sixty (60) days after the receipt by the Claimant of the
written opinion described above, the Claimant may request in writing that the Committee review
its determination. Such request must be addressed to the Committee. The Claimant or his duly
authorized representative may, but need not, review the pertinent documents, records and other
information, receive copies of such information, and submit documents, records, issues and
comments in writing for consideration by the Committee. If the Claimant does not request a
review of the Committee’s determination within such sixty (60) day period, he shall be barred
and estopped from challenging the Participating Employer’s determination.






	9.4	 	Review of Decision. Within a reasonable time not later than sixty (60) days after
the Board of Directors’ receipt of a request for review, the Committee will review its
determinations. After considering all materials presented by the Claimant, the Committee will
render a written opinion, written in a manner calculated to be understood by the Claimant,
setting forth (a) the specific reasons for the decision; (b) and containing specific
references to the pertinent provisions of this Plan on which the decision is based; (c) a
statement that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to
the Claimant’s claim for benefits; and (d) a statement of the Claimant’s right to bring an
action under Section 502(a) of ERISA. If special circumstances require that the sixty (60)
day time period be extended, the Committee will so notify the Claimant prior to the
termination of the initial 60-day period and will render the decision as soon as possible, but
no later than one hundred twenty (120) days after the filing of the request for review. The
extension notice will set forth: (a) the special circumstances; and (b) the date as of which
the benefit determination will be made.






15












 





ARTICLE X.

NOTICES



Notices and elections under this Plan must be in writing. A notice or election is deemed delivered
if it is delivered personally or mailed by registered or certified mail to the person at his or her
last known business address.




ARTICLE XI.

GENERAL PROVISIONS





	11.1	 	Controlling Law. The provisions of this Plan shall be subject to regulation under
ERISA. To the extent not preempted by federal law, this Plan shall be construed and
interpreted according to the laws of the State of Indiana.
	 
	11.2	 	Captions. The captions of Articles and Sections of this Plan are for the convenience
of reference only and shall not control or affect the meaning or construction of any of its
provisions.
	 
	11.3	 	Facility of Payment. Any amounts payable hereunder to any Participant who is under
legal disability or who, in the judgment of the Committee, is unable to properly manage his or
her financial affairs may be paid to the legal representative of such Participant or may be
applied for the benefit of such Participant in any manner which the Committee may select, and
any such payment shall be deemed to be payment for such Participant’s account and shall be a
complete discharge of all liability of the Employer with respect to the amount so paid.
	 
	11.4	 	Withholding of Payroll Taxes. To the extent required by the laws in effect at the
time compensation or deferred compensation payments are made, the Employer shall withhold from
such compensation, or from deferred compensation payments made hereunder, any taxes required
to be withheld for federal, state or local government purposes.
	 
	11.5	 	Protective Provisions. A Participant will cooperate with the Employer by furnishing
any and all information requested by the Employer in order to facilitate the payment of
benefits hereunder.
	 
	11.6	 	Terms. Whenever any words are used herein in the masculine, they shall be construed
as though they were used in the feminine in all cases where they would so apply; and wherever
any words are used herein in the singular or in the plural, they shall be construed as though
they were used in the plural or the singular, as the case may be, in all cases where they
would so apply.
	 
	11.7	 	Successor. The provisions of this Plan shall bind and inure to the benefit of
Hillenbrand, Inc. and its successors and assigns. The terms successors and assigns as used
herein shall include any corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise, acquire all or substantially all of the business and
assets of Hillenbrand, Inc. and successors of any such company or other business entity.




16









 











ARTICLE XII.

UNFUNDED STATUS OF PLAN



It is the intention of the parties that the arrangements herein described be unfunded for tax
purposes and for purposes of Title I or ERISA. Plan participants have the status of general
unsecured creditors of the Employer. This Plan constitutes a mere promise by the Employer to make
payments in the future.




ARTICLE XIII.

RIGHTS TO BENEFITS



Subject to Article VI, a Participant’s rights to benefit payments under this Plan are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the participant or the participant’s beneficiaries.




ARTICLE XIV.

BOARD APPROVAL




This Plan was approved by the Board on February                     , 2008.




     IN WITNESS WHEREOF, the Employer has caused this Plan to be executed this                     
day of                     , 20                    .



	 	 	 	 	 	 	 
	 	 	HILLENBRAND, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





17









 






EXHIBIT “A”




Example of

Average Monthly Earnings for

Supplemental Retirement Benefit




Calculation of Target Bonus




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Target	 	 	Target	 
	 	 	Base Salary	 	 	Bonus %	 	 	Bonus	 
	Year 5
	 	$	210,000	 	 	 	40	%	 	$	84,000	 
	Year 4
	 	 	201,500	 	 	 	30	%	 	 	60,450	 
	Year 3
	 	 	194,000	 	 	 	30	%	 	 	58,200	 
	Year 2
	 	 	185,500	 	 	 	24	%	 	 	44,520	 
	Year 1
	 	 	180,000	 	 	 	24	%	 	 	43,200	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Earnings	 	 	 	 	 	 	 	 
	 	 	(Pension Plan)	 	 	 	 	 	 	Supplemental	 
	 	 	w/o § 401(a)	 	 	 	 	 	 	Retirement	 
	 	 	17 limits	 	 	Target Bonus	 	 	Earnings	 
	Year 5
	 	$	210,000	 	 	$	84,000	 	 	$	294,000	 
	Year 4
	 	 	201,500	 	 	 	60,450	 	 	 	261,950	 
	Year 3
	 	 	194,000	 	 	 	58,200	 	 	 	252,200	 
	Year 2
	 	 	185,500	 	 	 	44,520	 	 	 	230,020	 
	Year 1
	 	 	180,000	 	 	 	43,200	 	 	 	223,200	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	$	1,261,370	 






Average Monthly Earnings for Supplemental Retirement Benefit:




     $
1,261,370  ̧ 5
 ̧ 12 =
$21,023



18









 





ANNEX A




Payment Annuity Options




	 	 	 
	1.

	 	Single Life Annuity
	 
	 	 
	2.

	 	66-2/3% Joint and Survivor Annuity
	 
	 	 
	3.

	 	75% Joint and Survivor Annuity
	 
	 	 
	4.

	 	100% Joint and Survivor Annuity
	 
	 	 
	5.

	 	5-Year Certain and Life
	 
	 	 
	6.

	 	10-Year Certain and Life
	 
	 	 
	7.

	 	15-Year Certain and Life
	 
	 	 
	8.

	 	20-Year Certain and Life







19