<PAGE>
                                                                    EXHIBIT 10.5

                          AMENDED EMPLOYMENT AGREEMENT

                                    PREAMBLE

   This Employment Agreement defines the essential terms and conditions of our
  employment relationship with you. The subjects covered in this Agreement are
vitally important to you and to the Company. Thus, you should read the document
     carefully and ask any questions before signing the Agreement. Given the
importance of these matters to you and the Company, all employees shall sign the
                     Agreement as a condition of employment.

          This EMPLOYMENT AGREEMENT, dated and effective this 4th day of August
2005 is entered into by and between Hillenbrand Industries, Inc. ("Company") and
Patrick de Maynadier ("Employee").

                                   WITNESSETH:

          WHEREAS, the Company is primarily engaged, through its various
subsidiary entities, in the business of providing various products and services
to the death care, funeral and healthcare industries throughout the United
States and abroad;

          WHEREAS, the Company is willing to employ Employee in an executive or
managerial position and Employee desires to be employed by the Company in such
capacity based upon the terms and conditions set forth in this Agreement;

          WHEREAS, in the course of the employment contemplated under this
Agreement and as a continuation of Employee's past employment with the Company,
it will be necessary for Employee to acquire and maintain knowledge of certain
trade secrets and other confidential and proprietary information regarding the
Company as well as any of its parent, subsidiary and/or affiliated entities
(hereinafter jointly referred to as the "Companies"); and

          WHEREAS, the Company and Employee (collectively referred to as the
"Parties") acknowledge and agree that the execution of this Agreement is
necessary to memorialize the terms and conditions of their employment
relationship as well as safeguard against the unauthorized disclosure or use of
the Company's confidential information and to otherwise preserve the goodwill
and ongoing business value of the Company;

          NOW THEREFORE, in consideration of Employee's employment, the
Company's willingness to disclose certain confidential and proprietary
information to Employee and the mutual covenants contained herein as well as
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties agree as follows:

1.   Employment. As of the effective date of this Agreement, the Company agrees
     to employ Employee as, and Employee agrees to serve as, Vice President,
     General Counsel and Secretary. Employee agrees to perform all duties and
     responsibilities traditionally assigned to, or falling within the normal
     responsibilities of, an individual employed in the above-referenced
     position which may include providing relevant business and legal advice to
     the Company and any of its parent, subsidiary and affiliated entities
     (e.g., Hillenbrand Industries, Inc., Hill-Rom Company, Inc., Batesville
     Services, Inc. and subsidiary entities thereof). Employee also agrees to
     perform any and all additional duties or
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     responsibilities as may be assigned by the Company in its sole discretion.
     The Parties acknowledge that both this title and the underlying duties may
     change.

2.   Best Efforts and Duty of Loyalty. During the term of employment with the
     Company, Employee covenants and agrees to exercise reasonable efforts to
     perform all assigned duties in a diligent and professional manner and in
     the best interest of the Company. Employee agrees to devote his full
     working time, attention, talents, skills and best efforts to further the
     Company's business and agrees not to take any action, or make any omission,
     that deprives the Company of any business opportunities or otherwise act in
     a manner that conflicts with the best interest of the Company or is
     otherwise detrimental to its business. Employee agrees not to engage in any
     outside business activity, whether or not pursued for gain, profit or other
     pecuniary advantage, without the express written consent of the Company.
     Employee shall act at all times in accordance with the Hillenbrand
     Industries, Inc. Code of Ethical Business Conduct, and all other applicable
     policies which may exist or be adopted by the Company from time to time.

3.   At-Will Employment. Subject to the terms and conditions set forth below,
     Employee specifically acknowledges and accepts such employment on an
     "at-will" basis and agrees that both Employee and the Company retain the
     right to terminate this relationship at any time, with or without cause,
     for any reason not prohibited by applicable law upon proper notice.
     Employee acknowledges that nothing in this Agreement is intended to create,
     nor should be interpreted to create, an employment contract for any
     specified length of time between the Company and Employee.

4.   Compensation. For all services rendered by Employee on behalf of, or at the
     request of, the Company, Employee shall be paid as follows:

     (a)  A base salary at the bi-weekly rate of Twelve Thousand Two Hundred
          Thirty Dollars and Seventy-seven Cents ($12,230.77), less usual and
          ordinary deductions;

     (b)  Incentive compensation, payable solely at the discretion of the
          Company, pursuant to the Company's existing Incentive Compensation
          Program or any other program as the Company may establish in its sole
          discretion; and

     (c)  Such additional compensation, benefits and perquisites as the Company
          may deem appropriate including, without limitation, those set forth in
          the letter from the Company's CEO dated July 28, 2005 and the terms of
          which shall be incorporated herein by reference to the extent not
          inconsistent with the provisions of this Agreement.

5.   Changes to Compensation. Notwithstanding anything contained herein to the
     contrary, Employee acknowledges that the Company specifically reserves the
     right to make changes to Employee's compensation in its sole discretion
     including, but not limited to, modifying or eliminating a compensation
     component. The Parties agree that such changes shall be deemed effective
     immediately and a modification of this Agreement unless, within seven (7)
     days after receiving notice of such change, Employee exercises his right to
     terminate this Agreement without cause or for "Good Reason" as provided
     below in Paragraph No. 11. The Parties anticipate that Employee's
     compensation structure will be reviewed on an annual basis but acknowledge
     that the Company shall have no obligation to do so.

6.   Direct Deposit. As a condition of employment, and within thirty (30) days
     of the effective date of this Agreement, Employee agrees to make all
     necessary arrangements to have all sums paid pursuant to this Agreement
     direct deposited into one or more bank accounts as designated by Employee.

7.   Warranties and Indemnification. Employee warrants that he is not a party to
     any contract, restrictive covenant, or other agreement purporting to limit
     or otherwise adversely affecting his ability to secure employment with any
     third party. Alternatively, should any such agreement exist, Employee


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     warrants that the contemplated services to be performed hereunder will not
     violate the terms and conditions of any such agreement. In either event,
     Employee agrees to fully indemnify and hold the Company harmless from any
     and all claims arising from, or involving the enforcement of, any such
     restrictive covenants or other agreements.

8.   Restricted Duties. Employee agrees not to disclose, or use for the benefit
     of the Company, any confidential or proprietary information belonging to
     any predecessor employer(s) that otherwise has not been made public and
     further acknowledges that the Company has specifically instructed him not
     to disclose or use such confidential or proprietary information. Based on
     his understanding of the anticipated duties and responsibilities hereunder,
     Employee acknowledges that such duties and responsibilities will not compel
     the disclosure or use of any such confidential and proprietary information.

9.   Termination Without Cause. The Parties agree that either party may
     terminate this employment relationship at any time, without cause, upon
     sixty (60) days' advance written notice or, if terminated by the Company,
     pay in lieu of notice. In such event, Employee shall only be entitled to
     such compensation, benefits and perquisites that have been paid or fully
     accrued as of the effective date of his separation and as otherwise
     explicitly set forth in this Agreement.

10.  Termination With Cause. Employee's employment may be terminated by the
     Company at any time "for cause" without notice or prior warning. For
     purposes of this Agreement, "cause" shall mean the Company's good faith
     determination that Employee has:

     (a)  Failed, refused or otherwise been deemed unable to fully and timely
          comply with the terms and conditions of this Agreement, specifically
          including any reasonable instructions or orders issued by the Company,
          provided such non-compliance is not based primarily on Employee's good
          faith compliance with applicable legal or ethical standards;

     (b)  Acquiesced or participated in any conduct that is dishonest,
          fraudulent, illegal (at the felony level), unethical, involves moral
          turpitude or is otherwise illegal and involves conduct that has the
          potential, in the Company's reasonable opinion, to cause the Company,
          it officers or its directors embarrassment or ridicule;

     (c)  Violated any Company policy or procedure, specifically including a
          violation of Hillenbrand Industries, Inc.'s Code of Ethical Business
          Conduct or Associate Policy Manual;

     (d)  Disclosed without proper authorization any trade secrets or other
          Confidential Information (as defined herein);

     (e)  Engaged in any act that, in the reasonable opinion of the Company, is
          contrary to its best interests or would hold the Company, its officers
          or directors up to probable civil or criminal liability, provided
          that, if Employee acts in good faith in compliance with applicable
          legal or ethical standards, such actions shall not be grounds for
          termination for cause; or

     (f)  Engaged in such other conduct recognized at law as constituting cause.

     Upon the occurrence or discovery of any event specified above, the Company
     shall have the right to terminate Employee's employment, effective
     immediately, by providing notice thereof to Employee without further
     obligation to him, other than accrued wages or other accrued wages,
     deferred compensation or other accrued benefits of employment (collectively
     referred to herein as "Accrued Obligations"), which shall be paid in
     accordance with the Company's past practice and applicable law. To the
     extent any violation of this Paragraph is capable of being promptly cured
     by Employee (or cured within a reasonable period to the Company's
     satisfaction), the Company agrees to provide Employee with a reasonable
     opportunity to so cure such defect. Absent mutual agreement, the Parties


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<PAGE>
     agree in advance that it is not possible for Employee to cure any
     violations of sub-paragraph (b) or (d) and, therefore, no opportunity for
     cure need be provided in those circumstances.

11.  Termination by Employee for Good Reason. Employee may terminate this
     Agreement and declare that this Agreement to have been terminated "without
     cause" by the Company (and, therefore, for "Good Reason") upon the
     occurrence, without Employee's consent, of any of the following
     circumstances:

     (a)  The assignment to Employee of duties lasting more than sixty (60) days
          that are materially inconsistent with Employee's then current position
          or a material change in his reporting relationship to the CEO or his
          successor;

     (b)  The failure to elect or reelect Employee as Vice President or other
          officer of the Company (unless such failure is related in any way to
          the Company's decision to terminate Employee for cause);

     (c)  The failure of the Company to continue to provide Employee with office
          space, related facilities and support personnel (including, but not
          limited to, administrative and secretarial assistance) within the
          Company's principal executive offices commensurate with his
          responsibilities to, and position within, the Company;

     (d)  A reduction by the Company in the amount of Employee's base salary or
          the discontinuation or reduction by the Company of Employee's
          participation at the same level of eligibility as compared to other
          peer employees in any incentive compensation, additional compensation,
          benefits, policies or perquisites subject to Employee's understanding
          that such reduction(s) shall be permissible if the change applies in a
          similar way to other peer level employees;

     (e)  The relocation of the Company's principal executive offices or
          Employee's place of work to a location requiring an increase of more
          than fifty (50) miles in Employee's daily commute; or

     (f)  A failure by the Company to perform its obligations under this
          Employment Agreement.

12.  Termination Due to Death or Disability. In the event Employee dies or
     suffers a disability (as defined herein) during the term of employment,
     this Agreement shall automatically be terminated on the date of such death
     or disability without further obligation on the part of the Company other
     than the payment of Accrued Obligations. For purposes of this Agreement,
     Employee shall be considered to have suffered a "disability" upon a
     determination that Employee cannot perform the essential functions of his
     position as a result of a such a disability and the occurrence of one or
     more of the following events:

     (a)  Employee becomes eligible for or receives any benefits pursuant to any
          disability insurance policy as a result of a determination under such
          policy that Employee is permanently disabled;

     (b)  Employee becomes eligible for or receives any disability benefits
          under the Social Security Act; or

     (c)  A good faith determination by the Company that Employee is and will
          likely remain unable to perform the essential functions of his duties
          or responsibilities hereunder on a full-time basis, with or without
          reasonable accommodation, as a result of any mental or physical
          impairment.

     Notwithstanding anything expressed or implied above to the contrary, the
     Company agrees to fully comply with its obligations under the Americans
     with Disabilities Act as well as any other applicable federal, state, or
     local law, regulation, or ordinance governing the protection of individual
     with such disabilities as well as the Company's obligation to provide
     reasonable accommodation thereunder.

13.  Exit Interview. Upon termination of Employee's employment for any reason,
     Employee agrees, if requested, to participate in an exit interview with the
     Company and reaffirm in writing his post-employment obligations as set
     forth in this Agreement


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14.  Section 409A Notification. Employee acknowledges that he has been advised
     of the American Jobs Creation Act of 2004, which added Section 409A to the
     Internal Revenue Code, and significantly changed the taxation of
     nonqualified deferred compensation plans. Under regulations not yet
     published as of the date of this Agreement, Employee has been advised that,
     if he is determined to be a "key employee," as defined by Section 409A or
     any similar law, his severance pay and other termination benefits may be
     treated by the Internal Revenue Service as providing "nonqualified deferred
     compensation," and therefore subject to Section 409A. In that event,
     several provisions in Section 409A may affect Employee's receipt of
     severance compensation, including the timing thereof. These include, but
     are not limited to, a provision which requires that distributions to "key
     employees" at public companies on account of separation from service may
     not be made earlier than six (6) months after the effective date of
     separation. If applicable, failure to comply with Section 409A can lead to
     immediate taxation of such deferrals, with interest and a 20% penalty. As a
     result of the requirements imposed by the American Jobs Creation Act of
     2004, Employee agrees if he is covered by the provisions of Section 409A or
     any similar law at the time of his termination and if severance payments
     are covered as "nonqualified deferred compensation" or otherwise not
     exempt, any severance pay (and other benefits to the extent applicable) due
     Employee at time of termination shall not be paid until a date at least six
     (6) months after Employee's Effective Termination Date.

15.  Section 409A Acknowledgement. Employee acknowledges that, notwithstanding
     anything contained herein to the contrary, both Parties shall be
     independently responsible for accessing their own risks and liabilities
     under Section 409A that may be associated with any payment made under the
     terms of this Agreement or any other arrangement which may be deemed to
     trigger Section 409A. Further, the Parties agree that each shall
     independently bear responsibility for any and all taxes, penalties or other
     tax obligations as may be imposed upon them in their individual capacity as
     a matter of law. To the extent applicable, Employee understands and agrees
     that he shall have the responsibility for, and he agrees to pay, any and
     all appropriate income tax or other tax obligations for which he is
     individually responsible and/or related to receipt of any benefits provided
     in this Agreement not subject to federal withholding obligations. Employee
     agrees to fully indemnify and hold the Company harmless for any taxes,
     penalties, interest, cost or attorneys' fee assessed against or incurred by
     the Company on account of such benefits having been provided to him or
     based on any alleged failure to withhold taxes or satisfy any claimed
     obligation. Employee understands and acknowledges that neither the Company,
     nor any of its employees, attorneys, or other representatives has provided
     or will provide him with any legal or financial advice concerning taxes or
     any other matter, and that he has not relied on any such advice in deciding
     whether to enter into this Agreement.

16.  Severance. In the event Employee's employment is terminated by the Company
     without cause, and subject to the normal terms and conditions imposed by
     the Company as set forth herein and in the attached Separation and Release
     Agreement, Employee shall be eligible to receive severance pay based upon
     his base salary at the time of termination for a period determined in
     accordance with any guidelines as may be established by the Company or for
     a period up to twelve (12) months (whichever is longer).

17.  Enhanced Severance. In lieu of the above severance or any other severance
     as may be offered by the Company, Employee shall be eligible for an
     "Enhanced Severance Plan" for a period commencing on the date hereof and
     continuing for a period of two (2) years following the election by the
     Board of Directors of a successor for Rolf A. Classon as Chief Executive
     Officer of Hillenbrand Industries Inc. (hereinafter, the "Election Date").
     Specifically, in the event Employee's employment is terminated by the
     Company "without cause" or by Employee for "Good Reason" (as those terms
     are defined above), within two (2) years following the Election Date,
     Employee shall be eligible to receive severance pay based upon his base
     salary at the time of termination in accordance with any guidelines as may
     be subsequently established by the Company or for the period described
     below (whichever is longer).


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<PAGE>
<TABLE>
<CAPTION>
NUMBER OF MONTHS FOLLOWING   ELIGIBLE NUMBER OF WEEKS
     THE ELECTION DATE             OF SEVERANCE
--------------------------   ------------------------
<S>                          <C>
        1-12 months                  104 weeks
         13 months                   92 weeks
         14 months                   88 weeks
         15 months                   84 weeks
         16 months                   80 weeks
         17 months                   76 weeks
         18 months                   72 weeks
         19 months                   68 weeks
         20 months                   64 weeks
         21 months                   60 weeks
         22 months                   56 weeks
         23 months                   52 weeks
         24 months                   52 weeks
  25 months and thereafter           52 weeks
</TABLE>

18.  Severance Payment Terms and Conditions No severance pay shall be paid if
     Employee voluntarily leaves the Company's employ without "Good Reason" (as
     defined above) or is terminated for cause. Any severance pay made payable
     under this Agreement shall be paid in lieu of, and not in addition to, any
     other contractual, notice or statutory pay or other accrued compensation
     obligation (excluding accrued wages and deferred compensation).
     Additionally, such severance pay is contingent upon Employee fully
     complying with the restrictive covenants contained herein and executing a
     Separation and Release Agreement in a form not substantially different from
     that attached as Exhibit A. Further, the Company's obligation to provide
     severance hereunder shall be deemed null and void should Employee fail or
     refuse to execute such standard Separation and Release Agreement (without
     modification) within any time period as may be prescribed by law or, in
     absence thereof, twenty-one (21) days. Any severance payable under the
     terms of this Agreement shall be paid in accordance with the requirements
     of Section 409A subject to all other applicable terms and conditions set
     forth in this Agreement. Specifically, Employee will receive a lump sum
     payment equivalent to six (6) months' severance on the day after the 6th
     month anniversary of his termination with the balance to be paid in
     bi-weekly installments commencing upon the next regularly scheduled payroll
     date. Notwithstanding any other provision contained herein to the contrary,
     any severance pay benefits paid pursuant to this Agreement shall not be
     subject to termination upon reemployment (however, all other severance
     benefits, e.g., continued healthcare, shall cease).

19.  Assignment of Rights.

     (a)  Copyrights. Employee agrees that all works of authorship fixed in any
          tangible medium of expression by him during the term of this Agreement
          relating to the Company's business ("Works"), either solely or jointly
          with others, shall be and remain exclusively the property of the
          Company. Each such Work created by Employee is a "work made for hire"
          under the copyright law and the Company may file applications to
          register copyright in such Works as author and copyright owner
          thereof. If, for any reason, a Work created by Employee is excluded
          from the definition of a "work made for hire" under the copyright law,
          then Employee does hereby assign, sell, and convey to the Company the
          entire rights, title, and interests in and to such Work, including the
          copyright therein, to the Company. Employee will execute any documents
          that the Company deems necessary in connection with the assignment of
          such Work and copyright therein. Employee will take whatever steps and
          do whatever acts the Company requests, including, but not limited to,
          placement of the Company's proper copyright notice on Works created by
          Employee to secure or aid in securing copyright protection in such
          Works and will assist the Company or its nominees in filing
          applications to register claims of copyright in such


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<PAGE>
          Works. The Company shall have free and unlimited access at all times
          to all Works and all copies thereof and shall have the right to claim
          and take possession on demand of such Works and copies.

     (b)  Inventions. Employee agrees that all discoveries, concepts, and ideas,
          whether patentable or not, including, but not limited to, apparatus,
          processes, methods, compositions of matter, techniques, and formulae,
          as well as improvements thereof or know-how related thereto, relating
          to any present or prospective product, process, or service of the
          Company ("Inventions") that Employee conceives or makes during the
          term of this Agreement relating to the Company's business, shall
          become and remain the exclusive property of the Company, whether
          patentable or not, and Employee will, without royalty or any other
          consideration:

          (i)  Inform the Company promptly and fully of such Inventions by
               written reports, setting forth in detail the procedures employed
               and the results achieved;

          (ii) Assign to the Company all of his rights, title, and interests in
               and to such Inventions, any applications for United States and
               foreign Letters Patent, any United States and foreign Letters
               Patent, and any renewals thereof granted upon such Inventions;

          (iii) Assist the Company or its nominees, at the expense of the
               Company, to obtain such United States and foreign Letters Patent
               for such Inventions as the Company may elect; and

          (iv) Execute, acknowledge, and deliver to the Company at the Company's
               expense such written documents and instruments, and do such other
               acts, such as giving testimony in support of his inventorship, as
               may be necessary in the opinion of the Company, to obtain and
               maintain United States and foreign Letters Patent upon such
               Inventions and to vest the entire rights and title thereto in the
               Company and to confirm the complete ownership by the Company of
               such Inventions, patent applications, and patents.

20.  Company Property. All records, files, drawings, documents, data in whatever
     form, business equipment (including computers, PDAs, cell phones, etc.),
     and the like relating to, or provided by, the Company shall be and remain
     the sole property of the Company. Upon termination of employment, Employee
     shall immediately return to the Company all such items without retention of
     any copies and without additional request by the Company. De minimis items
     such as pay stubs, 401(k) plan summaries, employee bulletins, and the like
     are excluded from this requirement. Further, sample legal forms and other
     related items developed by the Employee during the legal term of his
     employment may be retained and used by him thereafter provided they are not
     used to compete against the Company.

21.  Confidential Information. Employee acknowledges that the Company and its
     affiliated entities (herein collectively referred to as "Companies")
     possess certain trade secrets as well as other confidential and proprietary
     information which they have acquired or will acquire at great effort and
     expense. Such information may include, without limitation, confidential
     information, whether in tangible or intangible form, regarding the
     Companies' products and services, marketing strategies, business plans,
     operations, costs, current or prospective customer information (including
     customer identities, contacts, requirements, creditworthiness, preferences,
     and like matters), product concepts, designs, prototypes or specifications,
     research and development efforts, technical data and know-how, sales
     information, including pricing and other terms and conditions of sale,
     financial information, internal procedures, techniques, forecasts, methods,
     trade information, trade secrets, software programs, project requirements,
     inventions, trademarks, trade names, and similar information regarding the
     Companies' business(es) (collectively referred to herein as "Confidential
     Information"). Employee further acknowledges that, as a result of his
     employment with the Company, Employee will have access to, will become
     acquainted with, and/or may help develop, such Confidential


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<PAGE>
     Information. Confidential Information shall not include information readily
     available in the public through no fault of Employee or other wrong doing.

22.  Restricted Use of Confidential Information. Employee agrees that all
     Confidential Information is and shall remain the sole and exclusive
     property of the Company and/or its affiliated entities. Except as may be
     expressly authorized by the Company in writing, Employee agrees not to
     disclose, or cause any other person or entity to disclose, any Confidential
     Information to any third party while employed by the Company and for as
     long thereafter as such information remains confidential (or as limited by
     applicable law). Further, Employee agrees to use such Confidential
     Information only in the course of Employee's duties in furtherance of the
     Company's business and agrees not to make use of any such Confidential
     Information for Employee's own purposes or for the benefit of any other
     entity or person.

23.  Acknowledged Need for Limited Restrictive Covenants. Employee acknowledges
     that the Companies have spent and will continue to expend substantial
     amounts of time, money and effort to develop their business strategies,
     Confidential Information, customer identities and relationships, goodwill
     and employee relationships, and that Employee will benefit from these
     efforts. Further, Employee acknowledges the inevitable use of, or
     near-certain influence by his knowledge of, the Confidential Information
     disclosed to Employee during the course of employment if allowed to compete
     against the Company in an unrestricted manner and that such use would be
     unfair and extremely detrimental to the Company. Accordingly, based on
     these legitimate business reasons, Employee acknowledges each of the
     Companies' need to protect their legitimate business interests by
     reasonably restricting Employee's ability to compete with the Company on a
     limited basis.

24.  Non-Solicitation. During Employee's employment and for a period of eighteen
     (18) months thereafter, Employee agrees not to directly or indirectly
     engage in the following prohibited conduct:

     (a)  Solicit, offer products or services to, or accept orders for, any
          Competitive Products or otherwise transact any competitive business
          with, any customer or entity with whom Employee had contact or
          transacted any business on behalf of the Company (or any Affiliate
          thereof) during the eighteen (18) month period preceding Employee's
          date of separation or about whom Employee possessed, or had access to,
          confidential and proprietary information;

     (b)  Attempt to entice or otherwise cause any third party to withdraw,
          curtail or cease doing business with the Company (or any Affiliate
          thereof), specifically including customers, vendors, independent
          contractors and other third party entities;

     (c)  Disclose to any person or entity the identities, contacts or
          preferences of any customers of the Company (or any Affiliate
          thereof), or the identity of any other persons or entities having
          business dealings with the Company (or any Affiliate thereof);

     (d)  Induce any individual who has been employed by or had provided
          services to the Company (or any Affiliate thereof) within the six (6)
          month period immediately preceding the effective date of Employee's
          separation to terminate such relationship with the Company (or any
          Affiliate thereof);

     (e)  Assist, coordinate or otherwise offer employment to, accept employment
          inquiries from, or employ any individual who is or had been employed
          by the Company (or any Affiliate thereof) at any time within the six
          (6) month period immediately preceding such offer, or inquiry;

     (f)  Communicate or indicate in any way to any customer of the Company (or
          any Affiliate thereof), prior to formal separation from the Company,
          any interest, desire, plan, or decision to separate from the Company;
          or


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<PAGE>
     (g)  Otherwise attempt to directly or indirectly interfere with the
          Company's business, the business of any of the Companies or their
          relationship with their employees, consultants, independent
          contractors or customers.

25.  Limited Non-Compete. For the above-stated reasons, and as a condition of
     employment to the fullest extent permitted by law, Employee agrees during
     the Relevant Non-Compete Period while serving in any capacity other than as
     legal counsel for the Company or another client not to directly or
     indirectly engage in the following competitive activities:

     (a)  Employee shall not have any ownership interest in, work for, advise,
          consult, or have any business connection or business or employment
          relationship in any competitive capacity with any Competitor unless
          Employee provides written notice to the Company of such relationship
          prior to entering into such relationship and, further, provides
          sufficient written assurances to the Company's satisfaction that such
          relationship will not, jeopardize the Company's legitimate interests
          or otherwise violate the terms of this Agreement;

     (b)  Employee shall not engage in any research, development, production,
          sale or distribution of any Competitive Products, specifically
          including any products or services relating to those for which
          Employee had responsibility for the eighteen (18) month period
          preceding Employee's date of separation;

     (c)  Employee shall not market, sell, or otherwise offer or provide any
          Competitive Products within his Geographic Territory (if applicable)
          or Assigned Customer Base, specifically including any products or
          services relating to those for which Employee had responsibility for
          the eighteen (18) month period preceding Employee's date of
          separation; and

     (d)  Employee shall not distribute, market, sell or otherwise offer or
          provide any Competitive Products to any customer of the Company with
          whom Employee had contact or for which Employee had responsibility at
          any time during the eighteen (18) month period preceding Employee's
          date of separation

26.  Non-Compete Definitions. For purposes of this Agreement, the Parties agree
     that the following terms shall apply:

     (a)  "Assigned Customer Base" shall include all accounts or customers
          formally assigned to Employee within a given territory or geographical
          area or contacted by him at any time during the eighteen (18) month
          period preceding Employee's date of separation;

     (b)  "Competitive Products" shall include any product or service that
          directly or indirectly competes with, is substantially similar to, or
          serves as a reasonable substitute for, any product or service in
          research, development or design, or manufactured, produced, sold or
          distributed by the Company;

     (c)  "Competitor" shall include any person or entity that offers or is
          actively planning to offer any Competitive Products and may include
          (but not be limited to) any entity identified on the Company's
          Illustrative Competitor List, attached hereto as Exhibit B, which
          shall be amended from time to time to reflect changes in the Company's
          business and competitive environment (updated competitor lists will be
          provided to Employee upon reasonable request);

     (d)  "Geographic Territory" shall include any territory formally assigned
          to Employee as well as all territories in which Employee has provided
          any services, sold any products or otherwise had responsibility at any
          time during the eighteen (18) month period preceding Employee's date
          of separation;


                                        9
<PAGE>
     (e)  "Relevant Non-Compete Period" shall include the period of Employee's
          employment with the Company as well as a period of eighteen (18)
          months after such employment is terminated, regardless of the reason
          for such termination provided, however, that this period shall be
          reduced to the greater of (i) nine (9) months or (ii) the total length
          of Employee's employment with the Company, including employment with
          any parent, subsidiary or affiliated entity, if such employment is
          less than eighteen (18) months;

     (f)  "Directly or indirectly" shall be construed such that the foregoing
          restrictions shall apply equally to Employee whether performed
          individually or as a partner, shareholder, officer, director, manager,
          employee, salesman, independent contractor, broker, agent, or
          consultant for any other individual, partnership, firm, corporation,
          company, or other entity engaged in such conduct

27.  Consent to Reasonableness. In light of the above-referenced concerns,
     including Employee's knowledge of and access to the Companies' Confidential
     Information, Employee acknowledges that the terms of the foregoing
     restrictive covenants are reasonable and necessary to protect the Company's
     legitimate business interests and will not unreasonably interfere with
     Employee's ability to obtain alternate employment. As such, Employee hereby
     agrees that such restrictions are valid and enforceable, and affirmatively
     waives any argument or defense to the contrary. Employee acknowledges that
     this limited non-competition provision is not an attempt to prevent
     Employee from obtaining other employment in violation of IC Section
     22-5-3-1 or any other similar statute. Employee further acknowledges that
     the Company may need to take action, including litigation, to enforce this
     limited non-competition provision, which efforts the Parties stipulate
     shall not be deemed an attempt to prevent Employee from obtaining other
     employment.

28.  Ethical Obligations. Notwithstanding anything contained herein to the
     contrary, Employee acknowledges that he has certain independent ethical
     obligation concerning confidentiality and conflicts of interest imposed by
     the applicable provisions of the Indiana Rules of Professional Conduct (as
     well as possibly other model rules of professional conduct), which prevent
     or limit Employee in his capacity as an attorney from representing or
     otherwise working for any direct or indirect competitor of the Company
     whose interest may be materially adverse to the interest of the Company as
     well as prohibit Employee from disclosing, relying upon or otherwise using
     Company information for the benefit of such competitors. Employee
     acknowledges that such ethical obligations, specifically including Rules
     1.6 through 1.9 of the Indiana Rule of Professional Conduct, shall be
     deemed part of this Agreement and shall run concurrent with all other
     restrictive covenant obligations contained herein.

29.  Survival of Restrictive Covenants. Employee acknowledges that the above
     restrictive covenants shall survive the termination of this Agreement and
     the termination of Employee's employment for any reason. Employee further
     acknowledges that any alleged breach by the Company of any contractual,
     statutory or other obligation shall not excuse or terminate the obligations
     hereunder or otherwise preclude the Company from seeking injunctive or
     other relief. Rather, Employee acknowledges that such obligations are
     independent and separate covenants undertaken by Employee for the benefit
     of the Company.

30.  Effect of Transfer. Subject to the provisions of Paragraph 11 above,
     Employee agrees that this Agreement shall continue in full force and effect
     notwithstanding any change in job duties, job titles or reporting
     responsibilities. Employee further acknowledges that the above restrictive
     covenants shall survive, and be extended to cover, the transfer of Employee
     from the Company to its parent, subsidiary, sister corporation or any other
     affiliated entity (hereinafter collectively referred to as an "Affiliate")
     or any subsequent transfer(s) among them. Specifically, in the event of
     Employee's temporary or permanent transfer to an Affiliate, he agrees that
     the foregoing restrictive covenants shall remain in force so as to continue
     to protect such company for the duration of the non-compete period,
     measured from his effective date of transfer to an Affiliate. Additionally,
     Employee acknowledges that this Agreement shall be deemed to have been
     automatically assigned to the


                                       10
<PAGE>
     Affiliate as of his effective date of transfer such that the
     above-referenced restrictive covenants (as well as all other terms and
     conditions contained herein) shall be construed thereafter to protect the
     legitimate business interests and goodwill of the Affiliate as if Employee
     and the Affiliate had independently entered into this Agreement. Employee's
     acceptance of his transfer to, and subsequent employment by, the Affiliate
     shall serve as consideration for (as well as be deemed as evidence of his
     consent to) the assignment of this Agreement to the Affiliate as well as
     the extension of such restrictive covenants to the Affiliate. Employee
     agrees that this provision shall apply with equal force to any subsequent
     transfers of Employee from one Affiliate to another Affiliate.

31.  Post-Termination Notification. For the duration of his Relevant Non-compete
     Period or other restrictive covenant period, which ever is longer, Employee
     agrees to promptly notify the Company no later than five (5) business days
     of his acceptance of any employment or consulting engagement. Such notice
     shall include sufficient information to ensure Employee compliance with his
     non-compete obligations and must include at a minimum the following
     information: (i) the name of the employer or entity for which he is
     providing any consulting services; (ii) a description of his intended
     duties as well as (iii) the anticipated start date. Such information is
     required to ensure Employee's compliance with his non-compete obligations
     as well as all other applicable restrictive covenants. Failure to timely
     provide such notice shall be deemed a material breach of this Agreement and
     entitle the Company to return of any severance paid to Employee plus
     attorneys' fees. Employee further consents to the Company's notification to
     any new employer of Employee's rights and obligations under this Agreement.

32.  Scope of Restrictions. If the scope of any restriction contained in any
     preceding paragraphs of this Agreement is deemed too broad to permit
     enforcement of such restriction to its fullest extent, then such
     restriction shall be enforced to the maximum extent permitted by law, and
     Employee hereby consents and agrees that such scope may be judicially
     modified accordingly in any proceeding brought to enforce such restriction.
     The Parties agree that the foregoing restrictions shall not be construed to
     prohibit Employee from the general practice of law provided, however, that
     any such practice of law must be consistent with Employee's ethical
     obligations to maintain as confidential information protected by the
     attorney-client privilege, attorney work product doctrine or similar
     doctrines.

33.  Specific Enforcement/Injunctive Relief. Employee agrees that it would be
     difficult to measure any damages to the Company from a breach of the
     above-referenced restrictive covenants, but acknowledges that the potential
     for such damages would be great, incalculable and irremediable, and that
     monetary damages alone would be an inadequate remedy. Accordingly, Employee
     agrees that the Company shall be entitled to immediate injunctive relief
     against such breach, or threatened breach, in any court having
     jurisdiction. In addition, if Employee violates any such restrictive
     covenant, Employee agrees that the period of such violation shall be added
     to the term of the restriction. In determining the period of any violation,
     the Parties stipulate that in any calendar month in which Employee engages
     in any activity in violation of such provisions, Employee shall be deemed
     to have violated such provision for the entire month, and that month shall
     be added to the duration of the non-competition provision. Employee
     acknowledges that the remedies described above shall not be the exclusive
     remedies, and the Company may seek any other remedy available to it either
     in law or in equity, including, by way of example only, statutory remedies
     for misappropriation of trade secrets, and including the recovery of
     compensatory or punitive damages. Employee further agrees that the Company
     shall be entitled to an award of all costs and attorneys' fees incurred by
     it in any attempt to enforce the terms of this Agreement.

34.  Publicly Traded Stock. The Parties agree that nothing contained in this
     Agreement shall be construed to prohibit Employee from investing his
     personal assets in any stock or corporate security traded or quoted on a
     national securities exchange or national market system provided, however,
     such investments do not require any services on the part of Employee in the
     operation or the affairs of the business or otherwise violate the
     Hillenbrand Industries, Inc. Code of Ethical Business Conduct.


                                       11
<PAGE>
35.  Notice of Claim and Contractual Limitations Period. Employee acknowledges
     the Company's need for prompt notice, investigation, and resolution of any
     claims that may be filed against it due to the number of relationships it
     has with employees and others (and due to the turnover among such
     individuals with knowledge relevant to any underlying claim). Accordingly,
     Employee agrees prior to initiating any litigation of any type (including,
     but not limited to, employment discrimination litigation, wage litigation,
     defamation, or any other claim) to notify the Company, within One Hundred
     and Eighty (180) days after the claim accrued, by sending a certified
     letter addressed to the Company's General Counsel setting forth: (i)
     claimant's name, address, and phone; (ii) the name of any attorney
     representing Employee; (iii) the nature of the claim; (iv) the date the
     claim arose; and (v) the relief requested. This provision is in addition to
     any other notice and exhaustion requirements that might apply. For any
     dispute or claim of any type against the Company (including but not limited
     to employment discrimination litigation, wage litigation, defamation, or
     any other claim), Employee must commence legal action within the shorter of
     one (1) year of accrual of the cause of action or such shorter period that
     may be specified by law.

36.  Non-Jury Trials. Notwithstanding any right to a jury trial for any claims,
     Employee waives any such right to a jury trial, and agrees that any claim
     of any type (including but not limited to employment discrimination
     litigation, wage litigation, defamation, or any other claim) lodged in any
     court will be tried, if at all, without a jury.

37.  Choice of Forum. Employee acknowledges that the Companies are primarily
     based in Indiana, and Employee understands and acknowledges the Company's
     desire and need to defend any litigation against it in Indiana.
     Accordingly, the Parties agree that any claim of any type brought by
     Employee against the Company or any of its employees or agents must be
     maintained only in a court sitting in Marion County, Indiana, or Ripley
     County, Indiana, or, if a federal court, the Southern District of Indiana,
     Indianapolis Division. Employee further understands and acknowledges that
     in the event the Company initiates litigation against Employee, the Company
     may need to prosecute such litigation in such state where the Employee is
     subject to personal jurisdiction. Accordingly, for purposes of enforcement
     of this Agreement, Employee specifically consents to personal jurisdiction
     in the State of Indiana as well as any state in which resides a customer
     assigned to the Employee. Furthermore, Employee consents to appear, upon
     Company's request and at Employee's own cost, for deposition, hearing,
     trial, or other court proceeding in Indiana or in any state in which
     resides a customer assigned to the Employee.

38.  Choice of Law. This Agreement shall be deemed to have been made within the
     County of Ripley, State of Indiana and shall be interpreted and construed
     in accordance with the laws of the State of Indiana. Any and all matters of
     dispute of any nature whatsoever arising out of, or in any way connected
     with the interpretation of this Agreement, any disputes arising out of the
     Agreement or the employment relationship between the Parties hereto, shall
     be governed by, construed by and enforced in accordance with the laws of
     the State of Indiana without regard to any applicable state's choice of law
     provisions.

39.  Titles. Titles are used for the purpose of convenience in this Agreement
     and shall be ignored in any construction of it.

40.  Severability. The Parties agree that each and every paragraph, sentence,
     clause, term and provision of this Agreement is severable and that, in the
     event any portion of this Agreement is adjudged to be invalid or
     unenforceable, the remaining portions thereof shall remain in effect and be
     enforced to the fullest extent permitted by law. Further, should any
     particular clause, covenant, or provision of this Agreement be held
     unreasonable or contrary to public policy for any reason, the Parties
     acknowledge and agree that such covenant, provision or clause shall
     automatically be deemed modified such that the contested covenant,
     provision or clause will have the closest effect permitted by applicable
     law to the original form and shall be given effect and enforced as so
     modified to whatever extent would be reasonable and enforceable under
     applicable law.


                                       12
<PAGE>
41.  Assignment-Notices. The rights and obligations of the Company under this
     Agreement shall inure to its benefit, as well as the benefit of its parent,
     subsidiary, successor and affiliated entities, and shall be binding upon
     the successors and assigns of the Company. This Agreement, being personal
     to Employee, cannot be assigned by Employee, but his personal
     representative shall be bound by all its terms and conditions. Any notice
     required hereunder shall be sufficient if in writing and mailed to the last
     known residence of Employee or to the Company at its principal office with
     a copy mailed to the Office of the General Counsel.

42.  Amendments and Modifications. Except as specifically provided herein, no
     modification, amendment, extension or waiver of this Agreement or any
     provision hereof shall be binding upon the Company or Employee unless in
     writing and signed by both Parties. The waiver by the Company or Employee
     of a breach of any provision of this Agreement shall not be construed as a
     waiver of any subsequent breach. Nothing in this Agreement shall be
     construed as a limitation upon the Company's right to modify or amend any
     of its manuals or policies in its sole discretion and any such modification
     or amendment which pertains to matters addressed herein shall be deemed to
     be incorporated herein and made a part of this Agreement.

43.  Outside Representations. Employee represents and acknowledges that in
     signing this Agreement he does not rely, and has not relied, upon any
     representation or statement made by the Company or by any of the Company's
     employees, officers, agents, stockholders, directors or attorneys with
     regard to the subject matter, basis or effect of this Agreement other than
     those specifically contained herein.

44.  Voluntary and Knowing Execution. Employee acknowledges that he has been
     offered a reasonable amount of time within which to consider and review
     this Agreement; that he has carefully read and fully understands all of the
     provisions of this Agreement; and that he has entered into this Agreement
     knowingly and voluntarily.

45.  Entire Agreement. This Agreement constitutes the entire employment
     agreement between the Parties hereto concerning the subject matter hereof
     and shall supersede all prior and contemporaneous agreements between the
     Parties in connection with the subject matter of this Agreement. Any
     pre-existing Employment Agreements shall be deemed null and void. Nothing
     in this Agreement, however, shall affect any separately-executed written
     agreement addressing any other issues (e.g., the Inventions, Improvements,
     Copyrights and Trade Secrets Agreement, etc.).

          IN WITNESS WHEREOF, the Parties have signed this Agreement effective
as of the day and year first above written.

"EMPLOYEE"                              HILLENBRAND INDUSTRIES, INC.


Signed:                                 By:
        -----------------------------       ------------------------------------
Printed:                                Title:
         ----------------------------          ---------------------------------
Dated:                                  Dated:
       ------------------------------          ---------------------------------


                                       13
<PAGE>
                                    EXHIBIT A

                     SAMPLE SEPARATION AND RELEASE AGREEMENT

          THIS SEPARATION and RELEASE AGREEMENT ("Agreement") is entered into by
and between Patrick de Maynadier ("Employee") and Hillenbrand Industries, Inc.
(together with its subsidiaries and affiliates, the "Company"). To wit, the
Parties agree as follows:

1.   Employee's active employment by the Company shall terminate effective [DATE
     OF TERMINATION] (Employee's "Effective Termination Date"). Except as
     specifically provided by this Agreement, or in any other non-employment
     agreement that may exist between the Company and Employee, Employee agrees
     that the Company shall have no other obligations or liabilities to him
     following his Effective Termination Date and that his receipt of the
     Severance Benefits provided herein shall constitute a complete settlement,
     satisfaction and waiver of any and all claims he may have against the
     Company.

2.   Employee further submits, and the Company hereby accepts, his resignation
     as an employee, officer and director, as of his Effective Termination Date
     for any position he may hold. The Parties agree that this resignation shall
     apply to all such positions Employee may hold with the Company or any
     parent, subsidiary or affiliated entity thereof. Employee agrees to execute
     any documents needed to effectuate such resignation. Employee further
     agrees to take whatever steps are necessary to facilitate and ensure the
     smooth transition of his duties and responsibilities to others.

3.   Employee acknowledges that he has been advised of the American Jobs
     Creation Act of 2004, which added Section 409A to the Internal Revenue
     Code, and significantly changed the taxation of nonqualified deferred
     compensation plans. Under regulations not yet published as of the date of
     this Agreement, Employee has been advised that if he is a "key employee"
     covered by Section 409A or any similar law, his severance pay may be
     treated by the Internal Revenue Service as providing "nonqualified deferred
     compensation," and therefore subject to Section 409A. In that event,
     several provisions in Section 409A may affect Employee's receipt of
     severance compensation. These include, but are not limited to, a provision
     which requires that distributions to "key employees" at public companies on
     account of separation from service may not be made earlier than six (6)
     months after the date of separation. If applicable, failure to comply with
     Section 409A can lead to immediate taxation of deferrals, with interest and
     a 20% penalty. As a result of the requirements imposed by the American Jobs
     Creation Act of 2004, Employee agrees if he is covered by the provisions of
     Section 409A or any similar law at the time of his termination and if
     severance payments are covered as "non-qualified deferred compensation"
     that the above severance pay benefits shall not be paid until a date at
     least six (6) months after Employee's Effective Termination Date from
     Company, as more fully explained by Paragraph 4, below.

4.   In consideration of the promises contained in this Agreement and contingent
     upon Employee's compliance with such promises, the Company agrees to
     provide Employee the following:

     (a)  Severance pay, inclusive of any contractual, notice or statutory pay
          obligations in the total amount of [INSERT AMOUNT] Dollars and [ ]
          Cents ($[__________]), less applicable deductions or other set offs,
          payable as follows:
<PAGE>
          (i)  A lump payment in the gross amount of [INSERT AMOUNT EQUAL TO 6
               MONTHS' PAY] Dollars and [___] Cents ($[_______]) payable the day
               following the sixth (6th) month anniversary of Employee's
               Effective Termination Date; and.

          (ii) Commencing on the next regularly scheduled payroll immediately
               following the above-referenced lump sum payment, bi-weekly
               payments based on Employee's bi-weekly base salary in the amount
               of [INSERT BI-WEEKLY RATE] Dollars and [___________] Cents
               ($[__________]), less applicable deductions or other set-offs),
               for a period up to and additional [INSERT REMAINING WEEKS]
               ([___]) weeks;

     (b)  Payment for any earned but unused vacation as of Employee's Effective
          Termination Date, less applicable deductions permitted or required by
          law; and

     (c)  Group Life Insurance coverage until the above-referenced Severance Pay
          terminates.

5.   Except as may be required by Section 409A, the above Severance Pay shall be
     paid in accordance with the Company's standard payroll practices (e.g.
     bi-weekly) and shall begin on the first normally scheduled payroll
     following Employee's Effective Termination Date or the effective date of
     this Agreement, whichever occurs last. The Parties agree that the initial
     two (2) weeks of the foregoing Severance Pay shall be allocated as
     consideration provided to Employee in exchange for his execution of a
     release in compliance with the Older Workers Benefit Protection Act. The
     balance of the severance benefits and other obligations undertaken by the
     Company pursuant to this Agreement shall be allocated as consideration for
     all other promises and obligations undertaken by Employee, including
     execution of a general release of claims.

6.   The Company further agrees to provide Employee with limited out-placement
     counseling with a company of its choice provided that Employee participates
     in such counseling immediately following termination of employment.

7.   As of his Effective Termination Date, Employee will become ineligible to
     participate in the Company's health insurance program and continuation of
     coverage requirements under COBRA (if any) will be triggered at that time.
     However, as additional consideration for the promises and obligations
     contained herein (and except as may be prohibited by law), the Company
     agrees to continue to pay the employer's share of such coverage as provided
     under the health care program selected by Employee as of his Effective
     Termination Date, subject to any approved changes in coverage based on a
     qualified election, until the above-referenced Severance Pay terminates,
     Employee accepts other employment or Employee becomes eligible for
     alternative healthcare coverage, which ever comes first, provided Employee
     (i) timely completes the applicable election of coverage forms and (ii)
     continues to pay the employee portion of the applicable premium(s).
     Thereafter, if applicable, coverage will be made available to Employee at
     his sole expense (i.e., Employee will be responsible for the full COBRA
     premium) for the remaining months of the COBRA coverage period made
     available pursuant to applicable law. The medical insurance provided herein
     does not include any disability coverage.

8.   Should Employee become employed before the above-referenced Severance
     Benefits are exhausted or terminated, Employee agrees to so notify the
     Company in writing within five (5) business days of Employee's acceptance
     of such employment, providing the name of such employer (or entity to whom
     Employee may be providing consulting services), his intended duties as well
     as the anticipated start date. Such information is required to ensure
     Employee's compliance with his non-compete obligations as well as all other
     applicable restrictive covenants. This notice will also serve to trigger
     the Company's right to terminate all Company-paid or Company-provided
     benefits consistent with


                                        2
<PAGE>
     the above paragraphs. Failure to timely provide such notice shall be deemed
     a material breach of this Agreement entitling the Company to recover as
     damages the value of all benefits provided to Employee hereunder plus
     attorneys fees.

9.   Employee agrees to fully indemnify and hold the Company harmless for any
     taxes, penalties, interest, cost or attorneys' fee assessed against or
     incurred by the Company on account of such benefits having been provided to
     him or based on any alleged failure to withhold taxes or satisfy any
     claimed obligation. Employee understands and acknowledges that neither the
     Company, nor any of its employees, attorneys, or other representatives has
     provided him with any legal or financial advice concerning taxes or any
     other matter, and that he has not relied on any such advice in deciding
     whether to enter into this Agreement. To the extent applicable, Employee
     understands and agrees that he shall have the responsibility for, and he
     agrees to pay, any and all appropriate income tax or other tax obligations
     for which he is individually responsible and/or related to receipt of any
     benefits provided in this Agreement not subject to federal withholding
     obligations

10.  In exchange for the foregoing Severance Benefits, PATRICK DE MAYNADIER on
     behalf of himself, his heirs, representatives, agents and assigns hereby
     RELEASES, INDEMNIFIES, HOLDS HARMLESS, and FOREVER DISCHARGES (i)
     Hillenbrand Industries, Inc., (ii) its parent, subsidiary or affiliated
     entities, (iii) all of their present or former directors, officers,
     employees, shareholders, and agents, as well as, (iv) all predecessors,
     successors and assigns thereof from any and all actions, charges, claims,
     demands, damages or liabilities of any kind or character whatsoever, known
     or unknown, which Employee now has or may have had through the effective
     date of this Agreement.

11.  Without limiting the generality of the foregoing release, it shall include:
     (i) all claims or potential claims arising under any federal, state or
     local laws relating to the Parties' employment relationship, including any
     claims Employee may have under the Civil Rights Acts of 1866 and 1964, as
     amended, 42 U.S.C. Sections 1981 and 2000(e) et seq.; the Civil Rights Act
     of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C.
     Sections 621 et seq.; the Americans with Disabilities Act of 1990, as
     amended, 42 U.S.C Sections 12,101 et seq.; the Fair Labor Standards Act 29
     U.S.C. Sections 201 et seq.; the Worker Adjustment and Retraining
     Notification Act, 29 U.S.C. Sections 2101, et seq.; the Sarbanes-Oxley Act
     of 2002, specifically including the Corporate and Criminal Fraud
     Accountability Act, 18 U.S.C. Section 1514A, et seq.; and any other
     federal, state or local law governing the Parties' employment relationship;
     (ii) any claims on account of, arising out of or in any way connected with
     Employee's employment with the Company or leaving of that employment; (iii)
     any claims alleged or which could have been alleged in any charge or
     complaint against the Company; (iv) any claims relating to the conduct of
     any employee, officer, director, agent or other representative of the
     Company; (v) any claims of discrimination, harassment or retaliation on any
     basis; (vi) any claims arising from any legal restrictions on an employer's
     right to separate its employees; (vii) any claims for personal injury,
     compensatory or punitive damages or other forms of relief; and (viii) all
     other causes of action sounding in contract, tort or other common law
     basis, including (a) the breach of any alleged oral or written contract,
     (b) negligent or intentional misrepresentations, (c) wrongful discharge,
     (d) just cause dismissal, (e) defamation, (f) interference with contract or
     business relationship or (g) negligent or intentional infliction of
     emotional distress.

12.  Employee further agrees and covenants not to sue the Company or any entity
     or individual subject to the foregoing General Release with respect to any
     claims, demands, liabilities or obligations release by this Agreement
     provided, however, that nothing contained in this Agreement shall prevent
     Employee from bringing an action under the Age Discrimination in Employment
     Act (or any similar law) challenging the knowing and voluntary nature of
     this Agreement.


                                        3
<PAGE>
13.  The Parties acknowledge that it is their mutual and specific intent that
     the above waiver fully complies with the requirements of the Older Workers
     Benefit Protection Act (29 U.S.C. Section 626) and any similar law
     governing release of claims. Accordingly, Employee hereby acknowledges
     that:

     (a)  he has carefully read and fully understands all of the provisions of
          this Agreement and that he has entered into this Agreement knowingly
          and voluntarily;

     (b)  The Severance Benefits offered in exchange for Employee's release of
          claims exceed in kind and scope that to which he would have otherwise
          been legally entitled absent the execution of this Agreement;

     (c)  Prior to signing this Agreement, Employee had been advised, and is
          being advised by this Agreement, to consult with an attorney of his
          choice concerning its terms and conditions; and

     (d)  he has been offered at least [TWENTY-ONE (21)/FORTY-FIVE (45)] days
          within which to review and consider this Agreement.

14.  The Parties agree that this Agreement shall not become effective and
     enforceable until the date this Agreement is signed by both Parties or
     seven (7) calendar days after its execution by Employee, whichever is
     later. Employee may revoke this Agreement for any reason by providing
     written notice of such intent to the Company within seven (7) days after he
     has signed this Agreement, thereby forfeiting Employee's right to receive
     any Severance Benefits provided hereunder and rendering this Agreement null
     and void in its entirety.

15.  The Parties agree that nothing contained herein shall purport to waive or
     otherwise affect any of Employee's rights or claims that may arise after he
     signs this Agreement. It is further understood by the Parties that
     nothing in this Agreement shall affect any rights Employee may have under
     any Company sponsored Deferred Compensation Program, Executive Life
     Insurance Bonus Plan, Stock Grant Award, Stock Option Grant, Restricted
     Stock Unit Award, Pension Plan and/or Savings Plan (i.e., 401(k) plan)
     provided by the Company as of the date of his termination, such items to be
     governed exclusively by the terms of the applicable agreements or plan
     documents.

16.  Similarly, notwithstanding any provision contained herein to the contrary,
     this Agreement shall not constitute a waiver or release or otherwise affect
     Employee's rights with respect to any vested benefits, any rights he has to
     benefits which can not be waived by law, any coverage provided under any
     Directors and Officers ("D&O") policy, any rights Employee may have under
     any indemnification agreement he has with the Company prior to the date
     hereof, any rights he has as a shareholder, or any claim for breach of this
     Agreement, including, but not limited to the benefits promised by the terms
     of this Agreement.

17.  Except as provided herein, Employee acknowledges that he will not be
     eligible to receive or vest in any additional stock options, stock awards
     or restricted stock units ("RSUs") as of his Effective Termination Date.
     Failure to exercise any vested options within the applicable period as set
     for in the plan and/or grant will result in their forfeiture. Employee
     acknowledges that any stock options, stock awards or RSUs held for less
     than the required period shall be deemed forfeited as of the effective date
     of this Agreement. All terms and conditions of such stock options, stock
     awards or RSUs shall not be affected by this Agreement, shall remain in
     full force and effect, and shall govern the Parties' rights with respect to
     such equity based awards.


                                        4
<PAGE>
18.  [OPTION A] Employee acknowledges that his termination and the Severance
     Benefits offered hereunder were based on an individual determination and
     were not offered in conjunction with any group termination or group
     severance program and waives any claim to the contrary.

     [OPTION B] Employee represents and agrees that he has been provided
     relevant cohort information based on the information available to the
     Company as of the date this Agreement was tendered to Employee. This
     information is attached hereto as Exhibit A. The Parties acknowledge that
     simply providing such information does not mean and should not be
     interpreted to mean that the Company was obligated to comply with 29 C.F.R.
     Section 1625.22(f).

19.  Employee hereby affirms and acknowledges his continued obligations to
     comply with the post-termination covenants contained in his Employment
     Agreement, including but not limited to, the non-compete, trade secret and
     confidentiality provisions. Employee acknowledges that a copy of the
     Employment Agreement has been attached to this Agreement as Exhibit A [B]
     or has otherwise been provided to him and, to the extent not inconsistent
     with the terms of this Agreement or applicable law, the terms thereof shall
     be incorporated herein by reference. Employee acknowledges that the
     restrictions contained therein are valid and reasonable in every respect
     and are necessary to protect the Company's legitimate business interests.
     Employee hereby affirmatively waives any claim or defense to the contrary.
     Employee hereby acknowledges that the definition of Competitor, as provided
     in his Employment Agreement shall include but not be limited to those
     entities specifically identified in the updated Competitor List, attached
     hereto as Exhibit B [C].

20.  Employee acknowledges that the Company as well as its parent, subsidiary
     and affiliated companies ("Companies" herein) possess, and he has been
     granted access to, certain trade secrets as well as other confidential and
     proprietary information that they have acquired at great effort and
     expense. Such information includes, without limitation, confidential
     information regarding products and services, marketing strategies, business
     plans, operations, costs, current or, prospective customer information
     (including customer contacts, requirements, creditworthiness and like
     matters), product concepts, designs, prototypes or specifications,
     regulatory compliance issues, research and development efforts, technical
     data and know-how, sales information, including pricing and other terms and
     conditions of sale, financial information, internal procedures, techniques,
     forecasts, methods, trade information, trade secrets, software programs,
     project requirements, inventions, trademarks, trade names, and similar
     information regarding the Companies' business (collectively referred to
     herein as "Confidential Information").

21.  Employee agrees that all such Confidential Information is and shall remain
     the sole and exclusive property of the Company. Except as may be expressly
     authorized by the Company in writing, or as may be required by law after
     providing due notice thereof to the Company, Employee agrees not to
     disclose, or cause any other person or entity to disclose, any Confidential
     Information to any third party for as long thereafter as such information
     remains confidential (or as limited by applicable law) and agrees not to
     make use of any such Confidential Information for Employee's own purposes
     or for the benefit of any other entity or person. The Parties acknowledge
     that Confidential Information shall not include any information that is
     otherwise made public through no fault of Employee or other wrong doing.

22.  On or before Employee's Effective Termination Date or per the Company's
     request, Employee agrees to return the original and all copies of all
     things in his possession or control relating to the Company or its
     business, including but not limited to any and all contracts, reports,
     memoranda, correspondence, manuals, forms, records, designs, budgets,
     contact information or lists (including customer, vendor or supplier
     lists), ledger sheets or other financial information, drawings, plans
     (including, but not limited to, business, marketing and strategic plans),
     personnel or other business


                                        5
<PAGE>
     files, computer hardware, software, or access codes, door and file keys,
     identification, credit cards, pager, phone, and any and all other physical,
     intellectual, or personal property of any nature that he received,
     prepared, helped prepare, or directed preparation of in connection with his
     employment with the Company. Nothing contained herein shall be construed to
     require the return of any non-confidential and de minimis items regarding
     Employee's pay, benefits or other rights of employment such as pay stubs,
     W-2 forms, 401(k) plan summaries, benefit statements, etc. including any
     legal forms developed by Employee during the term of his employment may be
     used by him thereafter provided such items are not used to compete against
     the Company.

23.  Employee hereby consents and authorizes the Company to deduct as an offset
     from the above-referenced severance payments the value of any Company
     property not returned or returned in a damaged condition as well as any
     monies paid by the Company on Employee's behalf (e.g., payment of any
     outstanding American Express bill).

24.  Employee agrees to cooperate with the Company in connection with any
     pending or future litigation, proceeding or other matter which has been or
     may be brought against or by the Company before any agency, court, or other
     tribunal and concerning or relating in any way to any matter falling within
     Employee's knowledge or former area of responsibility. Employee agrees to
     immediately notify the Company, through the Office of the General Counsel,
     in the event he is contacted by any outside attorney (including paralegals
     or other affiliated parties) concerning or relating in any way to any
     matter falling within Employee's knowledge or former area of responsibility
     unless (i) the Company is represented by the attorney, (ii) Employee is
     represented by the attorney for the purpose of protecting his personal
     interests or (iii) the Company has been advised of and has approved such
     contact. Employee agrees to provide reasonable assistance and completely
     truthful testimony in such matters including, without limitation,
     facilitating and assisting in the preparation of any underlying defense,
     responding to discovery requests, preparing for and attending deposition(s)
     as well as appearing in court to provide truthful testimony. The Company
     agrees to reimburse Employee for all reasonable out of pocket expenses
     incurred at the request of the Company associated with such assistance and
     testimony.

25.  Employee agrees not to make any written or oral statement that may defame,
     disparage or cast in a negative light so as to do harm to the personal or
     professional reputation of (a) the Company, (b) its employees, officers,
     directors or trustees or (c) the services and/or products provided by the
     Company and its subsidiaries or affiliate entities. Similarly, in response
     to any written inquiry from any prospective employer or in connection with
     a written inquiry in connection with any future business relationship
     involving Employee, the Company agrees not to provide any information that
     may defame, disparage or cast in a negative light so as to do harm to the
     personal or professional reputation of Employee. The Parties acknowledge,
     however, that nothing contained herein shall be construed to prevent or
     prohibit the Company or the Employee from providing truthful information in
     response to any court order, discovery request, subpoena or other lawful
     request.

26.  EMPLOYEE SPECIFICALLY AGREES AND UNDERSTANDS THAT THE EXISTENCE AND TERMS
     OF THIS AGREEMENT ARE STRICTLY CONFIDENTIAL AND THAT SUCH CONFIDENTIALITY
     IS A MATERIAL TERM OF THIS AGREEMENT. Accordingly, except as required by
     law or unless authorized to do so by the Company in writing, Employee
     agrees that he shall not communicate, display or otherwise reveal any of
     the contents of this Agreement to anyone other than his spouse, legal
     counsel or financial advisor provided, however, that they are first advised
     of the confidential nature of this Agreement and Employee obtains their
     agreement to be bound by the same. The Company agrees that Employee may
     respond to legitimate inquiries regarding the termination of his employment
     by stating that the Parties have terminated their relationship on an
     amicable basis and that the Parties have entered into a Confidential
     Separation and


                                        6
<PAGE>
     Release Agreement that prohibits him from further discussing the specifics
     of his separation. Nothing contained herein shall be construed to prevent
     Employee from discussing or otherwise advising subsequent employers of the
     existence of any obligations as set forth in his Employment Agreement.
     Further, nothing contained herein shall be construed to limit or otherwise
     restrict the Company's ability to disclose the terms and conditions of this
     Agreement as may be required by business necessity.

27.  In the event that Employee breaches or threatens to breach any provision of
     this Agreement, he agrees that the Company shall be entitled to seek any
     and all equitable and legal relief provided by law, specifically including
     immediate and permanent injunctive relief. Employee hereby waives any claim
     that the Company has an adequate remedy at law. In addition, and to the
     extent not prohibited by law, Employee agrees that the Company shall be
     entitled to discontinue providing any additional Severance Benefits upon
     such breach or threatened breach as well as an award of all costs and
     attorneys' fees incurred by the Company in any successful effort to enforce
     the terms of this Agreement. Employee agrees that the foregoing relief
     shall not be construed to limit or otherwise restrict the Company's ability
     to pursue any other remedy provided by law, including the recovery of any
     actual, compensatory or punitive damages. Moreover, if Employee pursues any
     claims against the Company subject to the foregoing General Release, or
     breaches the above confidentiality provision, Employee agrees to
     immediately reimburse the Company for the value of all benefits received
     under this Agreement to the fullest extent permitted by law.

28.  Similarly, in the event that the Company breaches or threatens to breach
     any provision of this Agreement, Employee shall be entitled to seek any and
     all equitable or other available relief provided by law, specifically
     including immediate and permanent injunctive relief. In the event Employee
     is required to file suit to enforce the terms of this Agreement, the
     Company agrees that Employee shall be entitled to an award of all costs and
     attorneys' fees incurred by him in any wholly successful effort (i.e. entry
     of a judgment in his favor) to enforce the terms of this Agreement. In the
     event Employee is wholly unsuccessful, the Company shall be entitled to an
     award of its costs and attorneys' fees.

29.  Both Parties acknowledge that this Agreement is entered into solely for the
     purpose of terminating Employee's employment relationship with the Company
     on an amicable basis and shall not be construed as an admission of
     liability or wrongdoing by the Company or Employee, both Parties having
     expressly denied any such liability or wrongdoing.

30.  Each of the promises and obligations shall be binding upon and shall inure
     to the benefit of the heirs, executors, administrators, assigns and
     successors in interest of each of the Parties.

31.  The Parties agree that each and every paragraph, sentence, clause, term and
     provision of this Agreement is severable and that, if any portion of this
     Agreement should be deemed not enforceable for any reason, such portion
     shall be stricken and the remaining portion or portions thereof should
     continue to be enforced to the fullest extent permitted by applicable law.

32.  This Agreement shall be governed by and interpreted in accordance with the
     laws of the State of Indiana without regard to any applicable state's
     choice of law provisions.

33.  Employee represents and acknowledges that in signing this Agreement he does
     not rely, and has not relied, upon any representation or statement made by
     the Company or by any of the Company's employees, officers, agents,
     stockholders, directors or attorneys with regard to the subject matter,
     basis or effect of this Agreement other than those specifically contained
     herein.


                                        7
<PAGE>
34.  This Agreement represents the entire agreement between the Parties
     concerning the subject matter hereof, shall supersede any and all prior
     agreements which may otherwise exist between them concerning the subject
     matter hereof (specifically excluding, however, the post-termination
     obligations contained in an Employee's Employment Agreement, or any
     obligation contained in any other legally-binding document), and shall not
     be altered, amended, modified or otherwise changed except by a writing
     executed by both Parties.

               PLEASE READ CAREFULLY. THIS SEPARATION AND RELEASE
                  AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL
                            KNOWN AND UNKNOWN CLAIMS.

          IN WITNESS WHEREOF, the Parties have themselves signed, or caused a
duly authorized agent thereof to sign, this Agreement on their behalf and
thereby acknowledge their intent to be bound by its terms and conditions.

[EMPLOYEE]                              HILLENBRAND INDUSTRIES, INC.


Signed:                                 By:
        -----------------------------       ------------------------------------
Printed:                                Title:
         ----------------------------          ---------------------------------
Dated:                                  Dated:
       ------------------------------          ---------------------------------


                                        8
<PAGE>
                                    EXHIBIT B

                          ILLUSTRATIVE COMPETITOR LIST

          The following is an illustrative, non-exhaustive list of Competitors
with whom Employee may not, during his relevant non-compete period, directly or
indirectly engage in any of the competitive activities proscribed by the terms
of his Employment Agreement.

     -    Kinetic Concepts, Inc.

     -    Huntleigh Technology PLC

     -    Stryker Corporation

     -    Modular Services Company

     -    Nemschoff Chairs, Inc.

     -    Universal Hospital Services, Inc.

     -    Dukane Communication Systems, a division of Edwards Systems
          Technology, Inc.

     -    Versus Technology, Inc.

     -    Electromed Inc.

     -    BG Industries

     -    Invacare Corporation

     -    Kendall -- A Tyco International Ltd. Company

     -    Apria Healthcare Group, Inc.

     -    Astral Industries, Inc.

     -    Goliath Casket, Inc.

     -    Milso Industries, LLC

     -    SinoSource International, Inc.

     -    Wilbert Funeral Services, Inc.

     -    Getinge AB (Pegasus brand)

     -    Gaymar Industries, Inc.

     -    Amico Corporation

     -    Aramark Corporation

     -    Masterplan Inc.

     -    StatCom

     -    Tele-Tracking Technologies Inc.

     -    Primus Medical, LLC

     -    Rauland-Borg Corporation

     -    Wescom Products, Inc

     -    Simplex Grinnell -- A Tyco International Ltd. Company

     -    Radianse, Inc.

     -    Ascom

     -    Aurora Casket Company, Inc.

     -    Milso Industries, Inc.

     -    R and S Marble Designs

     -    The Victoriaville Group

     -    The York Group (a division of Matthews International Corp.)

          While the above list is intended to identify the Company's primary
competitors, it should not be construed as all encompassing so as to exclude
other potential competitors falling within the Non-Compete definitions of
"Competitor." The Company reserves the right to amend this list at any time in
its sole discretion to identify other or additional Competitors based on changes
in the products and services
<PAGE>
offered, changes in its business or industry as well as changes in the duties
and responsibilities of the individual employee. An updated list will be
provided to Employee upon reasonable request. Employees are encouraged to
consult with the Company prior to accepting any position with any potential
competitor.

(Revised list 7-26-2005)


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