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                                                                   EXHIBIT 10.19

                                    EXECUTIVE
                              EMPLOYMENT AGREEMENT

                                 P R E A M B L E

         This Executive 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 executives shall sign the Agreement
         as a condition of employment.

         This EMPLOYMENT AGREEMENT, dated and effective this 28th day of
January, 2002, ("Agreement") is entered into by and between Hillenbrand
Industries, Inc. ("Company"), and Patrick D. de Maynadier ("Executive").

                              W I T N E S S E T H:

         WHEREAS, the Company is an Indiana corporation engaged through its
various subsidiary entities in the death care, healthcare and funeral services
industries throughout the United States and abroad;

         WHEREAS, the Company is willing to employ Executive in an executive
capacity and Executive 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, it will be necessary for Executive to acquire knowledge of certain
trade secrets and other confidential and proprietary information regarding the
Company as well as its subsidiary and/or affiliated entities (hereinafter
jointly referred to as the "Companies"); and

         WHEREAS, the Company and Executive (collectively referred to herein 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 Executive's employment, the
Company's willingness to disclose certain confidential and proprietary
information to Executive 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. The Company agrees to employ Executive, and Executive
         agrees to serve as, Vice President, General Counsel & Secretary.

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2.       Duties. Executive 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. Executive also agrees to perform any and all additional
         duties or responsibilities as may be reasonably assigned by the Company
         in its sole discretion consistent with the Executive's position as Vice
         President, General Counsel and Secretary .

3.       Best Efforts and Duty of Loyalty. During the term of employment with
         the Company, Executive covenants and agrees to perform all assigned
         duties in a diligent and professional manner and in the best interest
         of the Company. Executive agrees to devote his full working time,
         attention, talents, skills and best efforts to further the Company's
         business and agrees to use his good faith efforts 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.
         Executive 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. Executive shall act
         at all times in accordance with the Hillenbrand Industries, Inc.
         Handbook of Ethical Business Conduct, the Corporate Compliance Handbook
         and all other applicable policies which may exist or be adopted by the
         Company from time to time. Notwithstanding anything to the contrary
         contained in this Agreement, the Company acknowledges and consents to
         Executive's limited obligations and responsibilities as an officer and
         agent of SDI Investments Liquidating Trust and its Subsidiaries and as
         an employee of and special advisor to CombiMatrix Corporation (which
         position shall terminate no later than September 1, 2002).

4.       At-Will Employment. Subject to the terms and conditions set forth
         below, Executive specifically acknowledges and accepts such employment
         on an "at-will" basis and agrees that, subject to the terms and
         conditions set forth in this Agreement, both Executive 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. Executive 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
         Executive.

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

         (a)      A base salary at the bi-weekly rate of Ten Thousand, Seven
                  Hundred Sixty-Nine Dollars and Twenty-three Cents
                  ($10,769.23), less usual and ordinary deductions;

         (b)      Incentive compensation, payable solely at the discretion of
                  the Company, pursuant to the Company's Exempt Employee
                  Executive 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 Fred Rockwood to Executive
                  dated January 11, 2002 (the terms of which shall be
                  incorporated herein by reference). Moreover, Executive shall
                  be eligible to receive incentive compensation and additional
                  compensation, benefits and perquisites at levels substantially
                  comparable to other peer level executives. Employee shall be
                  entitled to at least four weeks per year paid vacation. During
                  2002, he may take five additional business days at a mutually
                  convenient time to move his belongings from Seattle,
                  Washington to the Batesville, Indiana area.

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         Notwithstanding anything contained herein to the contrary, Executive
         acknowledges that the Company specifically reserves the right to make
         changes to Executive'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
         fourteen (14) days after receiving notice of such change, Executive
         exercises his right to terminate this Agreement without cause. The
         Parties anticipate that Executive'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, Executive 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 Executive.

7.       Warranties and Indemnification. Executive 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 except for employment agreements
         with previous employers, which Executive warrants will not be violated
         by his employment by or performance of services for the Company as
         contemplated hereby. Executive 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. Executive agrees not to disclose, or use for the
         benefit of the Company, any confidential or proprietary information
         belonging to any predecessor employer which 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, Executive acknowledges that such duties and
         responsibilities will not compel the disclosure or use of any such
         confidential and proprietary information.

9.       Termination Without Cause. Executive's employment may be terminated at
         any time, without cause, by either party upon sixty (60) days' advance
         written notice or pay in lieu of notice. In such event, Executive shall
         only be entitled to such compensation, benefits and perquisites which
         have been paid or fully accrued as of the effective date of his
         separation and as otherwise set forth in this Agreement. For purposes
         of this Agreement, Executive's employment will be deemed to have been
         terminated "without cause" upon the occurrence, without Executive's
         consent, of any of the following circumstances:

         (i)      The assignment to Executive of duties that are materially
                  inconsistent with the position initially held by the Executive
                  or a change in his reporting relationship to the CEO;

         (ii)     The failure to elect or reelect Executive to the office of
                  Vice President, General Counsel and Secretary (unless such
                  failure is related in any way to the Company's decision to
                  terminate Executive for cause);

         (iii)    The failure of the Company to continue to provide Executive
                  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;

         (iv)     A reduction by the Company in the amount of Executive's base
                  salary or the discontinuation or reduction by the Company of
                  Executive's participation at the same

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                  level of eligibility as other peer executives in any incentive
                  compensation, additional compensation, benefits, policies or
                  perquisites;

         (v)      The relocation of the Company's principal executive offices or
                  Executive's place of work to a location of more than 100 miles
                  outside of Batesville, Indiana; or

         (vi)     The failure by the Company to timely reimburse Executive for
                  any valid documented business expenses.

10.      Termination With Cause. Executive's employment may be terminated 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 Executive has:

         (i)      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 noncompliance is not
                  based primarily on Employee's good faith compliance with
                  applicable legal or ethical standards;

         (ii)     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;

         (iii)    Violated any Company policy or procedures, specifically
                  including a violation of Hillenbrand Industries, Inc.'s
                  Handbook of Ethical Business Conduct;

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

         (v)      Engaged in any act which, 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 Executive acts in good
                  faith in compliance with applicable legal or ethical
                  standards, such actions shall not be grounds for termination
                  for cause.

         Upon the occurrence or discovery of any event specified above, the
         Company shall have the right to terminate Executive's employment,
         effective immediately, by providing notice thereof to Executive without
         further obligation to him, other than 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 cured by
         Executive in a reasonable amount time, the Company agrees to provide
         Executive with a reasonable opportunity to so cure such defect. Absent
         mutual agreement, the Parties agree that it is not possible for
         Executive to cure any violations of Paragraph Nos. 10(ii) or (iv) and,
         therefore, no opportunity for cure need be provided in those
         circumstances.

11.      Termination Due to Death or Disability. In the event Executive 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 for (a) payment of the sum of Accrued Obligations,
         which shall be paid to Executive or his estate or beneficiary, as
         applicable, in a lump sum in cash upon termination; and (b) payment

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         to Employee or his estate or beneficiary, as applicable, any amounts
         due pursuant to the terms of any applicable benefit plans. For purposes
         of this Agreement, Executive shall be considered to have suffered a
         "disability" upon the occurrence of one or more of the following
         events:

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

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

         (iii)    A good faith determination by the Company that Executive is
                  and will likely remain unable to perform the essential
                  functions of his duties or responsibilities hereunder on a
                  full-time basis, subject to 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.

12.      Severance Payments. In the event Executive's employment is terminated
         by the Company without cause, and subject to the terms and conditions
         set out below, Executive shall be eligible for severance pay based upon
         his base salary at the time of termination for a period determined in
         accordance with any guidelines established by the Company or a period
         of up to twelve (12) months, whichever is longer. Executive shall be
         entitled to the "full" severance, i.e., fifty-two (52) weeks of
         severance without set off for other income over and above such
         severance and the Accrued Obligations, in the event Employee is
         terminated without cause during the first three (3) years of employment
         (measured from his original date of hire). Thereafter, Employee shall
         be entitled to severance for the full severance period or until he
         obtains other employment, which occurs first. In the event Employee
         accepts employment at a lower rate of pay before he exhausts the
         above-referenced severance benefits, the Company agrees to continue to
         pay Employee the difference between such severance pay benefits and
         Employee's base salary to be paid by a subsequent employer. All other
         severance benefits however, shall terminate upon reemployment. No
         severance pay shall be paid if Executive voluntarily leaves the
         Company's employ or is terminated for cause. Any severance pay made
         payable hereunder shall be paid in lieu of, and not in addition to, any
         notice pay. However, such severance shall be in addition to other
         accrued compensation. Additionally, such severance pay is contingent
         upon Executive fully complying with the restrictive covenants contained
         herein and executing a Separation and Release Agreement in a form not
         substantially different from that attached to this Agreement as Exhibit
         A. If Executive executes a Separation and Release Agreement in such
         form, the Company shall provide Executive with the severance pay and
         benefits contemplated in this Agreement and the form of Separation and
         Release Agreement attached as Exhibit A.

13.      Assignment of Rights.

         (a)      Copyrights. Executive agrees that all works of authorship
                  fixed in any tangible medium of expression by him during the
                  term of this Agreement relating to the Companies' business
                  ("Works"), either solely or jointly with others, shall be and
                  remain exclusively the property of the Companies. Each such
                  Work created by Executive is a "work made

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                  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
                  Executive is excluded from the definition of a "work made for
                  hire" under the copyright law, then Executive does hereby
                  assign, sell, and convey to the Company or its designee the
                  entire rights, title, and interests in and to such Work,
                  including the copyright therein, to the Company or its
                  designee. Executive will execute any documents which the
                  Company deems necessary in connection with the assignment of
                  such Work and copyright therein. Executive will take whatever
                  reasonable steps and do whatever acts the Company reasonably
                  requests, including, but not limited to, placement of the
                  Company's proper copyright notice on Works created by
                  Executive 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
                  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. Executive 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 any of the
                  Companies ("Inventions") that Executive conceives or makes
                  during the term of this Agreement relating to any of the
                  Companies' business, shall become and remain the exclusive
                  property of the Companies, whether patentable or not, and
                  Executive 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 or its designee 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 or its designee and
                           to confirm the complete ownership by the Company or
                           its designee of such Inventions, patent applications,
                           and patents.

14.      Company Property. All records, files, drawings, documents, equipment,
         and the like relating to, or provided by, the Companies shall be and
         remain the sole property of the applicable Companies. Upon termination
         of employment, Executive shall immediately return to the Companies all
         such items without retention of any copies. De minimis items such as
         pay stubs, 401(k) plan summaries, employee bulletins, and the like are
         excluded from this requirement. Any

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         legal forms developed by Executive during the term of his employment
         may be used by him thereafter provided they are not used to compete
         against the Company

15.      Confidential Information. Executive acknowledges that the 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 regarding the Companies' 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, 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"). Executive further acknowledges that, as a
         result of his employment with the Company, Executive will have access
         to, will become acquainted with, and/or may help develop, such
         Confidential Information.

16.      Restricted Use of Confidential Information. Executive agrees that all
         Confidential Information is and shall remain the sole and exclusive
         property of the applicable Companies. Except as may be expressly
         authorized by the Company in writing, Executive 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, Executive agrees to use such Confidential
         Information only in the course of Executive's duties in furtherance of
         the Company's business and agrees not to make use of any such
         Confidential Information for Executive's own purposes or for the
         benefit of any other entity or person.

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

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

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

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         (b)      Attempt to entice or otherwise cause any third party to
                  withdraw, curtail or cease doing business with the Company or
                  any of its affiliated or subsidiary companies, specifically
                  including customers, venders, 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 the identity
                  of any other persons or entities having business dealings with
                  the Company or any of the other Companies if such information
                  is at that time confidential or a trade secret.;

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

         (e)      Offer employment to, accept employment inquiries from, or
                  employ any individual who is or had been employed by the
                  Company or any of the other Companies at any time within the
                  six (6) month period immediately preceding such offer or
                  inquiry provided Executive somehow assists in the restricted
                  activity; or

         (f)      Otherwise attempt to directly or indirectly interfere with any
                  of the Companies' business or its relationship with their
                  respective employees, consultants, independent contractors or
                  customers.

19.      Limited Non-Compete. For the above reasons, and as a condition of
         employment to the fullest extent permitted by law, Executive agrees
         during the Relevant Non-Compete Period not to directly or indirectly
         engage in the following competitive activities:

         (a)      Executive shall not have any ownership interest in, work for,
                  advise, consult, or have any business connection or business
                  or employment relationship with any Competitor unless
                  Executive 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)      Executive 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 Executive had responsibility for the eighteen
                  (18) month period preceding Executive's date of separation;

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

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

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

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         (a)      "Competitive Products" shall include any product or service
                  which 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 or
                  any of the other Companies;

         (b)      "Competitor" shall include any person or entity that offers or
                  plans to offer any Competitive Products;

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

         (d)      "Relevant Non-Compete Term" shall include the period of
                  Executive'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) six (6) months or (ii) the total length of Executive's
                  employment with the Company, including employment with a
                  parent, subsidiary or affiliated entity, if such employment is
                  less than eighteen (18) months;

         (e)      "Directly or indirectly" shall be construed such that the
                  foregoing restrictions shall apply equally to Executive
                  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.

21.      Consent to Reasonableness. In light of the above-referenced concerns,
         including Executive's knowledge of and access to the Companies'
         Confidential Information, Executive 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 Executive's ability to obtain alternate employment. As
         such, Executive hereby agrees that such restrictions are valid and
         enforceable, and affirmatively waives any argument or defense to the
         contrary.

22.      Survival of Restrictive Covenants. Executive acknowledges that the
         above restrictive covenants shall survive the termination of this
         Agreement and the termination of Executive's employment for any reason.
         Executive 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, Executive acknowledges
         that such obligations are independent and separate covenants undertaken
         by Executive for the benefit of the Company.

23.      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 Executive hereby consents and agrees that such scope may be
         judicially modified accordingly in any proceeding brought to enforce
         such restriction.

24.      Specific Enforcement/Injunctive Relief. Executive agrees that it would
         be difficult to measure any damages to the Company from a breach of the
         above-referenced restrictive covenants, but that such damages would be
         great, incalculable and irremedial, and that monetary damages alone
         would be an inadequate remedy. Accordingly, Executive agrees that the
         Company shall be

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         entitled to immediate injunctive relief against such breach, or
         threatened breach, in any court having jurisdiction. In addition, if
         Executive violates any such restrictive covenant, Executive 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 Executive engages in any
         activity violative of such provisions, Executive 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. Executive
         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 the recovery of
         compensatory or punitive damages. Executive 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.

25.      Publicly Traded Stock. The Parties agree that nothing contained in this
         Agreement shall be construed to prohibit Executive 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
         Executive in the operation or the affairs of the business or otherwise
         violate the Hillenbrand Industries, Inc. Handbook of Ethical Business
         Conduct. Notwithstanding anything to the contrary contained herein or
         elsewhere in this Agreement, the Company acknowledges and consents to
         Executive's limited investments in, as well as his obligations and
         responsibilities as an officer and agent of, SDI Investments
         Liquidating Trust and its Subsidiaries and as an employee of and
         special advisor to CombiMatrix Corporation (which position shall
         terminate no later than September 1, 2002).

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

27.      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.

28.      Choice of Forum. Executive acknowledges that the Companies are
         primarily based in Indiana, and Executive 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 Executive against the Company or any of its employees or
         agents not subject to mandatory arbitration 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. Executive further understands and acknowledges that in the
         event the Company initiates litigation against Executive, the Company
         may need to prosecute such litigation in such state where the Executive
         is subject to personal jurisdiction. Accordingly, for purposes of
         enforcement of this Agreement, Executive specifically consents to
         personal jurisdiction in the State of Indiana as well as any state in
         which resides a customer assigned to the Executive.

29.      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

                                    - 10 -

<PAGE>

         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.

30.      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 Executive, cannot be assigned by Executive, 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 Executive or to the Company at
         its principal office with a copy mailed to the Office of General
         Counsel.

31.      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 Executive
         unless in writing and signed by both Parties. The waiver by the Company
         of a breach of any provision of this Agreement by Executive 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.

32.      Outside Representations. Executive 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.

33.      Voluntary and Knowing Execution. Executive 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.

34.      Entire Agreement. This Agreement constitutes the entire employment
         agreement between the Parties hereto concerning the subject matter
         hereof and shall supersede any and all prior and contemporaneous
         agreements between the Parties in connection with the subject matter of
         this Agreement. 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, the Change in Control Agreement between the Company and
         Executive of even date herewith as well as the Indemnity Agreement
         independently executed by the Company and Executive of even date
         herewith).

(Document continued on next page)

                                    - 11 -

<PAGE>

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

EXECUTIVE                                     HILLENBRAND INDUSTRIES, INC.

Signed: ______________________________        By: ______________________________

Printed: _____________________________        Title: ___________________________

Dated: _______________________________        Dated: ___________________________

CAUTION: READ BEFORE SIGNING

                                    - 12 -

<PAGE>

                                                                       Exhibit A

                        SEPARATION AND RELEASE AGREEMENT

         THIS SEPARATION and RELEASE AGREEMENT ("Agreement") is entered into by
and between Patrick D. de Maynadier ("Employee") and Hillenbrand Industries,
Inc. ("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"). As of
         that date, all Company benefits and obligations shall terminate, except
         as and to the extent set forth herein and in Executive's Employment
         Agreement, the Change in Control Agreement between the Company and
         Executive, and the Indemnity Agreement negotiated and entered into
         between the Company and Executive (collectively, the "Other
         Agreements").

2.       Except as specifically provided by this Agreement or those Other
         Agreements, 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.

3.       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:

         (i)      Severance pay, inclusive of any notice pay obligations, to be
                  paid at the bi-weekly rate of $_______, less applicable
                  deductions or other set-offs, for a period of up to Fifty-two
                  (52) weeks following the Employee's Effective Termination Date
                  in accordance with the terms and conditions set forth below in
                  Paragraph No. 5;

         (ii)     Payment for any earned but unused vacation as of Employee's
                  Effective Termination Date; and

         (iii)    Life insurance coverage until the above-referenced Severance
                  Pay terminates.

4.       The above Severance Pay Benefits shall be paid in accordance with the
         Company's standard payroll practices (e.g. biweekly) 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 four (4) weeks of the
         foregoing severance shall be allocated as additional 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 shall be allocated as consideration for all
         other promises and obligations undertaken by Employee, including
         execution of a general release of claims.

5.       The Parties agree that Employee shall be entitled to the "full"
         severance, i.e., fifty-two (52) weeks of severance without set off for
         other income over and above such severance and the Accrued Obligations
         (as defined in Executive's Employment Agreement), in the event Employee
         is terminated without cause during the first three (3) years of
         employment (measured from his original date of hire). Thereafter,
         Employee shall be entitled to severance for the full severance period
         or until he obtains other employment, which occurs first. In the event
         Employee accepts employment at a lower rate of pay before he exhausts
         the above-referenced severance benefits, the Company agrees to continue
         to pay Employee the difference between such severance pay

<PAGE>

         benefits and Employee's base salary to be paid by a subsequent
         employer. All other severance benefits however, shall terminate upon
         reemployment.

6.       In addition, the Company agrees to provide Employee with limited
         out-placement counseling consistent with Employee's position and tenure
         with a entity of the Company choosing provided Employee begins to
         participate in such counseling immediately following termination of
         employment.

7.       As of the 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 provided Employee timely
         completes the applicable election of coverage forms, the Company
         further agrees to pay the cost of such continued coverage under the
         Company's health care program until the above-referenced Severance Pay
         terminates. Thereafter, if applicable, coverage will be made available
         to Employee at his sole expense 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.       Employee agrees to notify the Company in writing within three (3)
         business days of Employee's acceptance of any subsequent employment by
         providing the name of such employer, 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 the above-referenced severance
         benefits and Company-paid COBRA benefits consistent with 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.

9.       It is understood by the Parties that, unless it is specifically stated
         otherwise, nothing in this Agreement shall affect any rights Employee
         may have under any 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 plan
         documents.

10.      In exchange for the foregoing Severance Benefits, PATRICK de MAYNADIER
         on behalf of himself, his heirs, representatives, agents and assigns
         hereby COVENANTS NOT TO SUE, 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.; 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)

                                     - 2 -

<PAGE>

         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.      The Parties acknowledge that it is their mutual and specific intent
         that the above waiver fully comply 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;

         (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) days within which
                  to review and consider this Agreement.

13.      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.

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.      Although the Company is unwilling to release any claims it may have
         against Employee, the Company affirmatively represents and warrants on
         behalf of itself, and on behalf of (i) its subsidiary and affiliated
         entities, (ii) all of their present or former directors, officers,
         employees, shareholders and agents, as well as (iii) all predecessors,
         successors and assigns thereof, that it is unaware of any facts,
         circumstances, occurrences, claims, damages or liabilities which could
         serve as a basis for filing any action, charge, claim, or lawsuit
         against Employee as of the effective date of this Agreement.

16.      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.

17.      Employee hereby affirms and acknowledges his continued obligations to
         comply with the post-termination covenants contained in his Employment
         Agreements, including but not limited to, the non-compete, trade secret
         and confidentiality provisions. Employee acknowledges that a copy of

                                     - 3 -

<PAGE>

         the Employment Agreement has been attached to this Agreement as Exhibit
         A 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 terms, conditions and 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.

18.      The Company hereby affirms and acknowledges its continued obligations
         to comply with the post-termination covenants contained in the Other
         Agreements. To the extent not inconsistent with the terms of this
         Agreement or applicable law, the terms thereof shall be incorporated
         herein by reference. The Parties acknowledge that the terms, conditions
         and restrictions contained in the Other Agreements are valid and
         reasonable in every respect and are necessary to protect the Company's
         and Employee's legitimate business interests. The Parties each hereby
         affirmatively waive any claim or defense to the contrary.

19.      Employee acknowledges that the Company possesses, and he has been
         granted access to, certain trade secrets as well as other confidential
         and proprietary information which the Company has 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").

20.      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.

21.      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 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.

22.      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

                                     - 4 -

<PAGE>

         damaged condition as well as any monies paid by the Company on
         Employee's behalf (e.g., payment of any outstanding American Express
         bill).

23.      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,
         provided, however, that nothing contained herein shall be construed to
         limit or otherwise restrict the Employee from providing truthful
         information in response to a court order, subpoena or other lawful
         request. Similarly, the Company 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 Employee,
         provided, however, that nothing contained herein shall be construed to
         limit or otherwise restrict the Company from providing truthful
         information in response to a court order, subpoena or other lawful
         request.

24.      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 Release
         Agreement which 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.

25.      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 Confidential 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.

26.      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 and legal 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
         recover an award of all costs and attorneys' fees incurred by him in
         any successful effort to enforce the terms of this Agreement. In the
         event Employee is unsuccessful, he agrees that the Company shall be
         entitled to an award of its costs and attorneys' fees.

                                     - 5 -

<PAGE>

27.      Employee and the Company hereby acknowledge that this Agreement is
         entered into solely for the purpose of terminating their employment
         relationship on an amicable basis and shall not be construed as an
         admission of liability or wrongdoing by either Employee or the Company,
         both parties having each expressly denied any such liability or
         wrongdoing.

28.      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.

29.      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.

30.      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.

31.      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.

32.      This Agreement represents the entire agreement between the Parties
         concerning the subject matter hereof, shall supercede 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 any existing Employment
         Agreement or 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: ___________________________

                                     - 6 -

<PAGE>
December 22, 2003



Patrick D. de Maynadier
Hillenbrand Industries, Inc.
700 State Route 46 East
Batesville, Indiana 47006


Dear Patrick:

Re: Amendment to Employment Agreement

         This is to confirm that, notwithstanding anything in Paragraphs 9 and
12 of the Employment Agreement dated January 28, 2002, between you and
Hillenbrand Industries, Inc. ("Company") (hereinafter "Employment Agreement"),
in the event your employment is involuntarily terminated by the Company without
cause, you shall, subject to the terms and conditions set out below, be entitled
to receive the greater of:

         (i)      (a) Fifty-two (52) weeks of your base salary at the time of
                  termination paid as a lump sum, without set off for any other
                  income over and above such severance or any Accrued
                  Obligations and (b) any Accrued Obligations; or

         (ii)     (a) Severance pay determined in accordance with any guidelines
                  established by the Company, without set off for any other
                  income over and above such severance or any Accrued
                  Obligations and (b) any Accrued Obligations;

"Accrued Obligations" collectively refers to accrued wages, deferred
compensation, or other compensation, benefits, or perquisites which have been
fully paid or fully accrued as of the effective date of your separation, in
accordance with the Company's past practice and applicable law.

This severance pay will be in lieu of, and not in addition to, any amount of
severance pay previously described in Paragraph 12 of your Employment Agreement
as payable to you in the event your employment with the Company is involuntarily
terminated without cause.

<PAGE>

No severance pay shall be paid if you voluntarily leave the Company's employ or
are terminated for cause. Any severance pay made payable hereunder shall be paid
in lieu of, and not in addition to, any notice pay.

Additionally, such severance pay is contingent upon you (1) fully complying with
any restrictive covenants contained in your Employment Agreement and (2)
executing a Separation and Release Agreement in a form not substantially
different from that attached to your Employment Agreement as Exhibit A
("Separation Agreement") and including the terms contained in this Amendment.

Except to the extent explicitly amended herein, all terms and conditions
contained in your Employment Agreement, in any document specifically
incorporated therein by reference, and in any other agreement between you and
the Company, shall remain in full force and effect.

Sincerely,


Frederick W. Rockwood
President and CEO
Hillenbrand Industries, Inc.

THIS AMENDMENT IS MADE PART OF AND SHOULD BE KEPT WITH YOUR EMPLOYMENT AGREEMENT