<PAGE>

                                                                   EXHIBIT 10.14

                          HILLENBRAND INDUSTRIES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS

               HILLENBRAND INDUSTRIES, INC. SUPPLEMENTAL EXECUTIVE
                                 RETIREMENT PLAN

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ARTICLE I.            DEFINITIONS...............................................................................     1

ARTICLE II.           ADMINISTRATION OF THIS PLAN...............................................................     4

         2.1      Committee.....................................................................................     4

         2.2      Committee Duties..............................................................................     4

         2.3      Agent.........................................................................................     5

         2.4      Binding Effect of Decisions...................................................................     5

ARTICLE III.          PARTICIPATION.............................................................................     6

ARTICLE IV.           SUPPLEMENTAL RETIREMENT BENEFIT...........................................................     6

         4.1      Supplemental Retirement Benefit...............................................................     6

         4.2      Subject To Pension Plan.......................................................................     6

         4.3      Change in Control.............................................................................     7

         4.4      Forfeiture of Supplement Retirement Benefit...................................................     7

         4.5      Frozen Supplemental Retirement Benefit........................................................     7

ARTICLE V.            EMPLOYER CONTRIBUTIONS....................................................................     7

         5.1      Defined Contributions.........................................................................     7

         5.2      Matching Contributions........................................................................     8

         5.3      Supplemental Contributions....................................................................     9

         5.4      Defined Contribution Accounts, Matching Account and Supplemental Contribution Account.........     9

         5.5      Earnings on Accounts..........................................................................     9

         5.6      Vesting.......................................................................................    10

         5.7      Distribution of Aggregate Account.............................................................    10

         5.8      Forfeiture of Aggregate Account...............................................................    10

ARTICLE VI.           OFFSET FOR OBLIGATIONS TO EMPLOYER........................................................    10

ARTICLE VII.          RIGHTS OF A PARTICIPANT...................................................................    10

ARTICLE VIII.         AMENDMENT AND TERMINATION.................................................................    11

         8.1      Amendment.....................................................................................    11

         8.2      Termination...................................................................................    11
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                                TABLE OF CONTENTS
                                   (continued)

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ARTICLE IX.           DETERMINATION OF BENEFITS.................................................................    11

         9.1      Claim.........................................................................................    11

         9.2      Claim Decision................................................................................    11

         9.3      Request for Review............................................................................    12

         9.4      Review of Decision............................................................................    12

ARTICLE X.            NOTICES...................................................................................    12

ARTICLE XI.           GENERAL PROVISIONS........................................................................    12

         11.1     Controlling Law...............................................................................    12

         11.2     Captions......................................................................................    13

         11.3     Facility of Payment...........................................................................    13

         11.4     Withholding of Payroll Taxes..................................................................    13

         11.5     Protective Provisions.........................................................................    13

         11.6     Terms.........................................................................................    13

         11.7     Successor.....................................................................................    13

ARTICLE XII.          UNFUNDED STATUS OF PLAN...................................................................    13

ARTICLE XIII.         RIGHTS TO BENEFITS........................................................................    14

ARTICLE XIV.          BOARD APPROVAL............................................................................    14
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                                      -ii-

<PAGE>
                          HILLENBRAND INDUSTRIES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                              W I T N E S S E T H:

         WHEREAS, effective January 1, 2004 (the "Effective Date"), Hillenbrand
Industries, Inc. (the "Employer") establishes the Hillenbrand Industries, Inc.
Supplemental Executive Retirement Plan (the "Plan") to provide selected key
executives of the Employer with competitive supplemental retirement benefits and
additional retirement income.

                                   ARTICLE I.
                                   DEFINITIONS

1.1      "AGGREGATE ACCOUNT" means the vested (pursuant to Article V) balance
         credited to a Participant's Defined Contribution Account, Matching
         Account and/or Supplemental Contribution Account, including
         contribution credits and deemed income, gains and losses (to the extent
         realized as determined by the Employer, in its discretion) credited
         thereto. A Participant's Aggregate Account shall be determined as of
         the date of reference. A Participant's Aggregate Account shall be
         utilized solely as a device for measurement and determination of the
         amount to be paid to the Participant pursuant to this Plan. A
         Participant's Aggregate Account shall not constitute or be treated as a
         trust fund of any kind.

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

1.3      "BENEFICIARY" means, with respect to the Supplemental Retirement
         Benefit (as defined in paragraph 4.1(a)), the person, persons, trust or
         other entity designated by the Participant to receive any benefits
         payable under the Pension Plan, and with respect to payments related to
         the Aggregate Account, the person, persons, trust or other entity
         designated by the Participant to receive benefits payable under the
         Deferred Compensation Guidelines.

1.4      "BOARD" means the Board of Directors of Hillenbrand Industries, Inc..

1.5      "CAUSE" shall mean

         the Committee's good faith determination that a Participant has:

               (i)       Failed or refused to fully and timely comply with any
                         reasonable instructions or orders issued by the
                         Employer, provided such noncompliance is not based
                         primarily on the Participant's 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 Committee's reasonable opinion, to cause the
                         Employer, its related companies or any of their
                         respective officers or its directors embarrassment or
                         ridicule;

               (iii)     Violated any Employer policy or procedure, specifically
                         including a violation of Hillenbrand Industries, Inc.'s
                         Code of Ethical Business Conduct; or

               (iv)      Engaged in any act, which is contrary  to its best
                         interests or would hold the Employer, its related
                         businesses or any of their respective officers or
                         directors up to probable civil or criminal liability,
                         excluding the Participant's actions in compliance with
                         applicable legal or ethical standards.
<PAGE>

1.6      A "CHANGE IN CONTROL" means

         (a)      the date that both occur

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

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

         (b)      the consummation of a merger or consolidation of the Company
                  with another corporation unless

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

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

                  (iii)    the members of the Board, immediately prior to the
                           merger or consolidation, constitute, immediately
                           after the merger or consolidation,

                                      -2-
<PAGE>

                           a majority of the board of directors of the
                           corporation issuing cash or securities in the merger;

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

         (d)      the consummation of a sale or other disposition of all or
                  substantially all of the assets of the Company; or

         (e)      the date of approval by the shareholders of the Company of a
                  plan of complete liquidation of the Company.

1.7      "CODE" means the Internal Revenue Code of 1986, as amended.

1.8      "COMMITTEE" means the Compensation and Management Development Committee
         of the Board.

1.9      "COMPANY" means Hillenbrand Industries, Inc., as a corporate holding
         company and does not include Subsidiaries.

1.10     "DEFERRED COMPENSATION GUIDELINES" means the Company's "Deferred
         Compensation Payment Administrative Guidelines", as amended by the
         Committee in its sole discretion, which is attached hereto as Exhibit
         "B".

1.11     "DEFINED CONTRIBUTION ACCOUNT" means the account maintained on the
         books of account of the Employer for each Participant pursuant to
         Section 5.1. Separate Defined Contribution Accounts shall be maintained
         for each Participant. The Defined Contribution Account shall be
         utilized solely as a device for measurement and determination of the
         amount to be paid to the Participant pursuant to this Plan. A
         Participant's Defined Contribution Account shall not constitute or be
         treated as a trust fund of any kind.

1.12     "EMPLOYER" means Hillenbrand Industries, Inc., an Indiana corporation,
         and its Subsidiaries.

1.13     [INTENTIONALLY LEFT BLANK]

1.14     "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

1.15     "MATCHING ACCOUNT" means the account maintained on the books of account
         of the Employer for each Participant pursuant to Section 5.2. Separate
         Matching Accounts shall be maintained for each Participant. A Matching
         Account shall be utilized solely as a device for measurement and
         determination of the amount to be paid to the Participant

                                      -3-

<PAGE>

         pursuant to this Plan. A Matching Account shall not constitute or be
         treated as a trust fund of any kind.

1.16     "PARTICIPANT" means any individual who is a non-bargained for,
         full-time or regular part-time employee of the Employer who is selected
         for participation in this Plan pursuant to Article III.

1.17     "PENSION PLAN" means the Hillenbrand Industries Pension Plan, as
         amended.

1.18     "PLAN YEAR" means the twelve (12) month period ending on the December
         31 of each year during which this Plan is in effect, provided that the
         first Plan Year shall commence on the Effective Date and end on
         December 31 of the calendar year in which the Effective Date occurs.

1.19     "SAVINGS PLAN" means the Hillenbrand Industries Savings Plan, as
         amended.

1.20     "SUBSIDIARY" means an operating company unit of which a majority equity
         interest is owned directly or indirectly by the Company.

1.21     "SUPPLEMENTAL CONTRIBUTION ACCOUNT" means the account maintained on the
         books of account of the Employer for each EMT Participant pursuant to
         Section 5.3. Separate Supplemental Contribution Accounts shall be
         maintained for each EMT Participant. The Supplemental Contribution
         Account shall be utilized solely as a device for measurement and
         determination of the amount to be paid to the EMT Participant pursuant
         to this Plan. An EMT Participant's Supplemental Contribution Account
         shall not constitute or be treated as a trust fund of any kind.

1.22     "TARGET BONUS" means the designated percentage of a Participant's Base
         Salary utilized in the Company's short term incentive compensation
         plan, regardless of what percent of a Participant's Base Salary had
         been paid.

                                   ARTICLE II.
                           ADMINISTRATION OF THIS PLAN

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

2.2      Committee Duties. The Committee shall also have the authority to make,
         amend, interpret, and enforce all appropriate rules and regulations for
         the administration of this Plan and decide or resolve any and all
         questions, including interpretations of this Plan, as may arise in
         connection with this Plan. The Committee shall have the sole
         discretionary

                                      -4-

<PAGE>

         authority and all powers necessary to accomplish these purposes,
         including, but not by way of limitation, the right, power, authority
         and duty:

         (a)      To make rules, regulations and procedures for the
                  administration of this Plan which are not inconsistent with
                  the terms and provisions hereof, provided such rules,
                  regulations and procedures are evidenced in writing and copies
                  thereof are delivered to the Employer.

         (b)      To construe and interpret all terms, provisions, conditions
                  and limitations of this Plan;

         (c)      To correct any defect, supply any omission, construe any
                  ambiguous or uncertain provisions, or reconcile any
                  inconsistency that may appear in this Plan, in such manner and
                  to such extent as it shall deem expedient to carry this Plan
                  into effect;

         (d)      To employ and compensate such accountants, attorneys,
                  investment advisors and other agents and employees as the
                  Committee may deem necessary or advisable in the proper and
                  efficient administration of this Plan;

         (e)      To determine all questions relating to eligibility;

         (f)      To determine the amount, manner and time of payment of any
                  benefits hereunder and to prescribe procedures to be followed
                  by distributees in obtaining benefits;

         (g)      To prepare, file and distribute, in such manner as the
                  Committee determines to be appropriate, such information and
                  material as is required by the reporting and disclosure
                  requirements of ERISA; and

         (h)      To make a determination as to the right of any person to
                  receive a benefit under this Plan.

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

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

                                      -5-

<PAGE>

                                  ARTICLE III.
                                  PARTICIPATION

         Participation in this Plan shall be determined by the Committee or any
person designated by it. In no event shall any employee of the Employer become
eligible to participate in this Plan if such employee would not be considered a
member of a select group of management or highly compensated employees for
purposes of ERISA.

                                   ARTICLE IV.
                         SUPPLEMENTAL RETIREMENT BENEFIT

4.1      Supplemental Retirement Benefit.

         (a)      For each Participant who participates in the Pension Plan and
                  continues to accrue a benefit thereunder while this Plan is in
                  effect ("Traditional Participant"), such Traditional
                  Participant shall be paid a monthly benefit under this Plan
                  ("Supplemental Retirement Benefit") equal in amount to (1) the
                  monthly benefit payable under the Pension Plan (i) without the
                  limitations on maximum benefits set forth in Section 415 of
                  the Code, and (ii) with the changes to the calculation of
                  "Earnings" (as defined in the Pension Plan) as described in
                  paragraph (b) of this Section 4.1, less (2) the monthly
                  benefit payable under the Pension Plan.

         (b)      For purposes of calculating the Supplemental Retirement
                  Benefit under this Section 4.1, "Earnings" as defined in the
                  Pension Plan shall include the amount of a Traditional
                  Participant's Target Bonus (whether or not the target is
                  attained and whether or not the Target Bonus is paid) for a
                  calendar year, including any Target Bonus for calendar years
                  prior to the Effective Date for the same years that Earnings
                  is used to determine the Participant's monthly benefit payable
                  under the Pension Plan, and such Earnings shall not be limited
                  by the compensation limits set forth in Code Section
                  401(a)(17); provided however, that such "Earnings" may be
                  limited in amount by the Board or Committee, as they determine
                  in their sole discretion, for any one or more Traditional
                  Participants.

         (c)      Exhibit "A" attached hereto provides an example of the
                  calculation of "Average Monthly Earnings" (as defined in the
                  Pension Plan) used in the calculation of a Traditional
                  Participant's Supplemental Retirement Benefit hereunder.

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

                                      -6-

<PAGE>

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

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

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

                                   ARTICLE V.
                             EMPLOYER CONTRIBUTIONS

5.1      Defined Contributions.

         (a)      Each Plan Year the Employer shall record as a contribution to
                  the Defined Contribution Account of a Traditional Participant
                  an amount equal to (1) the maximum amount of contribution of
                  whatever kind the Employer would have had to make to the
                  Savings Plan for and on behalf of a Traditional Participant
                  for such Plan Year (i) without the annual additions limits set
                  forth in Code Section 415 and (ii) with the changes to the
                  calculation of "Compensation" (as defined in the Savings Plan)
                  as described in paragraph (c) of this Section 5.1, less (2)
                  the amount of contribution of whatever kind that the Employer
                  actually made to the Savings Plan for and on behalf of the
                  Traditional Participant for such Plan Year.

         (b)      For each Participant who is not a Traditional Participant
                  ("Non-Traditional Participant"), each Plan Year the Employer
                  shall record as a contribution to the Defined Contribution
                  Account of a Non-Traditional Participant an amount equal to
                  (1) the maximum amount of contribution of whatever kind, other
                  than any Employer Matching Contributions (as defined in the
                  Savings Plan), the Employer would have had to make to the
                  Savings Plan for and on behalf of a Non-Traditional
                  Participant for such Plan Year (i) without the annual
                  additions limits set forth in Code Section 415 and (ii) with
                  the changes to the calculation of "Compensation" (as defined
                  in the Savings Plan) as described in paragraph (c) of this
                  Section 5.1, less (2) the amount of contribution of whatever
                  kind, other than any Employer Matching Contributions, that the
                  Employer actually made to the

                                      -7-

<PAGE>

                  Savings Plan for and on behalf of the Non-Traditional
                  Participant for such Plan Year.

         (c)      For purposes of calculating the Defined Contributions under
                  this Section 5.1, "Compensation" as defined in the Savings
                  Plan shall include the amount of a Participant's Target Bonus
                  (whether or not the target is attained and whether or not the
                  Target Bonus is paid) for a Plan Year, and such "Compensation"
                  shall not be limited by the compensation limits set forth in
                  Code Section 401(a)(17); provided however, that such
                  "Compensation" may be limited in amount by resolution of the
                  Board or Committee, as they determine in their sole
                  discretion, for any one or more Participants.

5.2      Matching Contributions.

         (a)      For each Non-Traditional Participant who has elected to
                  contribute the maximum amount as provided under Code Section
                  402(g)(1) as a "qualified cash or deferred arrangement" (as
                  defined in Code Section 401(k)(2)) to the Savings Plan, each
                  Plan Year the Employer shall record as a contribution to the
                  Matching Account of a Non-Traditional Participant an amount
                  equal to (1) the maximum amount of Employer Matching
                  Contributions (as defined in the Savings Plan) the Employer
                  would have had to make to the Savings Plan for and on behalf
                  of a Non-Traditional Participant for such Plan Year (i)
                  without the annual additions limits set forth in Code Section
                  415, (ii) without any limits on a Non-Traditional
                  Participant's "qualified cash or deferred arrangement" under
                  Code Sections 401(k) or 402(g)(1), (iii) without any limits on
                  a matching contribution as set forth in Code Section 401(m)
                  and (iv) with the changes to the calculation of "Compensation"
                  (as defined in the Savings Plan) as described in paragraph (c)
                  of this Section 5.2, less (2) the amount of Employer Matching
                  Contributions that the Employer actually made to the Savings
                  Plan for and on behalf of the Non-Traditional Participant for
                  such Plan Year.

         (b)      For each Non-Traditional Participant who has not elected to
                  contribute the maximum amount as provided under Code Section
                  402(g)(1) as a "qualified cash or deferred arrangement" (as
                  defined in Code Section 401(k)(2)) to the Savings Plan, each
                  Plan Year the Employer shall record as a contribution to the
                  Matching Account of a Non-Traditional Participant an amount
                  equal to (1) the maximum amount of Employer Matching
                  Contributions (as defined in the Savings Plan) the Employer
                  would have had to make to the Savings Plan for and on behalf
                  of a Non-Traditional Participant for such Plan Year (i)
                  without the annual additions limits set forth in Code Section
                  415, (ii) without any limits on a Non-Traditional
                  Participant's "qualified cash or deferred arrangement" under
                  Code Sections 401(k), (iii) without any limits on a matching
                  contribution as set forth in Code Section 401(m), (iv) with
                  the limits on a Non-Traditional Participant's "qualified cash
                  or deferred arrangement" under Code Section 402(g)(i) and (v)
                  with the changes to the calculation of "Compensation" (as
                  defined in the Savings Plan) as

                                      -8-

<PAGE>

                  described in paragraph (c) of this Section 5.2, less (2) the
                  amount of Employer Matching Contributions that the Employer
                  actually made to the Savings Plan for and on behalf of the
                  Non-Traditional Participant for such Plan Year.

         (c)      For purposes of calculating the Matching Contributions under
                  this Section 5.2, "Compensation" as defined in the Savings
                  Plan shall include the amount of a Participant's Target Bonus
                  (whether or not the target is attained and whether or not the
                  Target Bonus is paid) for a Plan Year and such "Compensation"
                  shall not be limited by the compensation limits set forth in
                  Code Section 401(a)(17); provided however, that such
                  "Compensation" may be limited in amount by the Board or
                  Committee, as they determine in their sole discretion, for any
                  one or more Non-Traditional Participants.

5.3      Supplemental Contributions.

         (a)      Each Plan Year the Employer shall record as a contribution to
                  the Supplemental Contribution Account of certain Participants
                  selected by the Committee an amount equal to three percent
                  (3%) of such Participants' "Compensation" (as defined in the
                  Savings Plan) with such changes to its calculation as
                  described in paragraph (b) of this Section 5.3.

         (b)      For purposes of calculating the Supplemental Contributions
                  under this Section 5.3, "Compensation" as defined in the
                  Savings Plan shall include the amount of a selected
                  Participant's Target Bonus (whether or not the target is
                  attained and whether or not the Target Bonus is paid) for a
                  Plan Year and such "Compensation" shall not be limited by the
                  compensation limits set forth in Code Section 401(a)(17);
                  provided however, that such "Compensation" may be limited in
                  amount by the Board or Committee, as they determine in their
                  sole discretion, for any one or more of the selected
                  Participants.

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

5.5      Earnings on Accounts. The balance of a Participant's Defined
         Contribution Account, Matching Account and/or Supplemental Contribution
         Account, shall accrue interest credited monthly to the Participant's
         Defined Contribution Account balance, Matching Account balance and/or
         Supplemental Contribution Account balance at the end of the

                                      -9-

<PAGE>

         Company's fiscal months at a rate which is equal to the monthly prime
         interest rate (determined as of the first day of each month) charged by
         the Company's principal bank, or, at the election of the Committee,
         Participants selected by the Committee may be credited at such other
         rate or rates as may be determined by the Committee.

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

5.7      Distribution of Aggregate Account. A Participant's Aggregate Account
         shall become available for distribution as account balances under the
         Savings Plan become available for distribution. Once distributable (as
         contemplated under the Savings Plan), distributions of a Participant's
         Aggregate Account shall be made in accordance with the Deferred
         Compensation Guidelines. The balance of a Participant's Aggregate
         Account shall be treated as "deferred compensation" under the Deferred
         Compensation.

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

                                   ARTICLE VI.
                       OFFSET FOR OBLIGATIONS TO EMPLOYER

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

                                  ARTICLE VII.
                             RIGHTS OF A PARTICIPANT

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

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

                                      -10-

<PAGE>

than the right of any unsecured general creditor of the Employer and is not
assignable or transferable except to his or her Beneficiary or estate.

                                  ARTICLE VIII.
                            AMENDMENT AND TERMINATION

8.1      Amendment. This Plan may be amended from time to time by resolution of
         the Board. The amendment of any one or more provisions of this Plan
         shall not affect the remaining provisions of this Plan. No amendment
         shall reduce any benefits accrued by any Participant prior to the
         amendment.

8.2      Termination. The Board has the right to terminate this Plan at any
         time. Any benefit accrued prior to this Plan's termination will
         continue to be subject to the provisions of this Plan.

                                   ARTICLE IX.
                            DETERMINATION OF BENEFITS

9.1      Claim. A person who believes that he is being denied a benefit to which
         he is entitled under this Plan (hereinafter referred to as a
         "Claimant") may file a written request for such benefit with the
         Committee, setting forth his claim. The request must be addressed to
         the Committee.

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

         (a)      The specific reason for such denial;

         (b)      The specific reference to pertinent provisions of this
                  agreement upon which such denial is based;

         (c)      A description of any additional material or information
                  necessary for the Claimant to perfect his claim and an
                  explanation why such material or such information is
                  necessary.

                                      -11-

<PAGE>

         (d)      Appropriate information as to the steps to be taken if the
                  Claimant wishes to submit the claim for review, including the
                  Claimant's right to bring a civil action following an adverse
                  benefit determination on review; and

         (e)      The time limits for requesting a review.

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

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

                                   ARTICLE X.
                                     NOTICES

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

                                   ARTICLE XI.
                               GENERAL PROVISIONS

11.1     Controlling Law. The provisions of this Plan shall be subject to
         regulation under ERISA. To the extent not preempted by federal law,
         this Plan shall be construed and interpreted according to the laws of
         the State of Indiana.

                                      -12-

<PAGE>

11.2     Captions. The captions of Articles and Sections of this Plan are for
         the convenience of reference only and shall not control or affect the
         meaning or construction of any of its provisions.

11.3     Facility of Payment. Any amounts payable hereunder to any Participant
         who is under legal disability or who, in the judgment of the Committee,
         is unable to properly manage his or her financial affairs may be paid
         to the legal representative of such Participant or may be applied for
         the benefit of such Participant in any manner which the Committee may
         select, and any such payment shall be deemed to be payment for such
         Participant's account and shall be a complete discharge of all
         liability of the Employer with respect to the amount so paid.

11.4     Withholding of Payroll Taxes. To the extent required by the laws in
         effect at the time compensation or deferred compensation payments are
         made, the Employer shall withhold from such compensation, or from
         deferred compensation payments made hereunder, any taxes required to be
         withheld for federal, state or local government purposes.

11.5     Protective Provisions. A Participant will cooperate with the Employer
         by furnishing any and all information requested by the Employer in
         order to facilitate the payment of benefits hereunder.

11.6     Terms. Whenever any words are used herein in the masculine, they shall
         be construed as though they were used in the feminine in all cases
         where they would so apply; and wherever any words are used herein in
         the singular or in the plural, they shall be construed as though they
         were used in the plural or the singular, as the case may be, in all
         cases where they would so apply.

11.7     Successor. The provisions of this Plan shall bind and inure to the
         benefit of Hillenbrand Industries, Inc. and its successors and assigns.
         The terms successors and assigns as used herein shall include any
         corporate or other business entity which shall, whether by merger,
         consolidation, purchase or otherwise, acquire all or substantially all
         of the business and assets of Hillenbrand Industries, Inc. and
         successors of any such company or other business entity.

                                  ARTICLE XII.
                             UNFUNDED STATUS OF PLAN

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

                                      -13-

<PAGE>

                                  ARTICLE XIII.
                               RIGHTS TO BENEFITS

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

                                  ARTICLE XIV.
                                 BOARD APPROVAL

This Plan was approved by the Board on _____________________.

         IN WITNESS WHEREOF, the Employer has caused this Plan to be executed
this ________ day of ______________, 2003.

                                         HILLENBRAND INDUSTRIES, INC.

                                         By:    __________________________

                                         Name:  __________________________

                                         Title: __________________________

                                      -14-
<PAGE>

                                   EXHIBIT "A"

                                   EXAMPLE OF
                          AVERAGE MONTHLY EARNINGS FOR
                         SUPPLEMENTAL RETIREMENT BENEFIT

Calculation of Target Bonus

<TABLE>
<CAPTION>
                                              Target                 Target
                      Base Salary             Bonus %                Bonus
                      -----------             -------               -------
<S>                   <C>                     <C>                   <C>
Year 5                 $210,000                 40%                 $84,000
Year 4                  201,500                 30%                  60,450
Year 3                  194,000                 30%                  58,200
Year 2                  185,500                 24%                  44,520
Year 1                  180,000                 24%                  43,200
</TABLE>

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

Average Monthly Earnings for Supplemental Retirement Benefit:

         $ 1,261,370 / 5 / 12 = $21,023

                                      -15-

<PAGE>

                                   EXHIBIT "B"

             DEFERRED COMPENSATION PAYMENT ADMINISTRATIVE GUIDELINES

1. A Participant's Aggregate Account under the Company's Supplement Executive
Retirement Plan shall become available for distribution as account balances
under the Company's Savings Plan become available for distribution.

2. In the circumstance where an Employee is under the age of 55 or has less than
5 years service and one of the following events occur:

         a. The Employee's employment with the Company is terminated

         b. The Employee dies

         c. The Employee becomes totally and permanently disabled

then the Company in its sole discretion, and with the Employee's prior deferral
payment election not withstanding, may elect to pay to the Employee or
designated beneficiary, deferred cash and stock compensation in either of the
following:

         a. In a lump sum on the termination date or earliest practical date
thereafter

         b. In a lump sum on the first workday in the next calendar year
following termination.

3. In the circumstance where an Employee terminates for any reason and is age 55
or over and has 5 years of service or more, then the Employee may, within 30
days of termination, make a final irrevocable payment election to receive
deferred cash and stock compensation in either of the following:

         a. In a lump sum payment on the first workday in the next calendar year
following termination, or any subsequent date within the fifteen year period
following termination, but in no case earlier than the deferred payment date
designated in the most recent signed and dated deferral election on file with
the Company

         b. In a stream of equal annual payments for a period of up to 15 years
with the balance, if any, to be paid in year 15, beginning with a date within 12
months of termination, selected by the Employee, but in no case earlier than the
deferred payment date designated in the most recent signed and dated deferral
election on file with the Company

         c. For deferred cash compensation only, in a stream of equal monthly
(or equivalent bi-weekly) payments for a period of up to 180 months with the
balance, if any, to be paid in month 180, beginning with a date within 12 months
of termination, selected by the Employee, but in no case earlier than the
deferred payment date designated in the most recent signed and dated deferral
election on file with the Company.

                                      -16-

<PAGE>

4. In the circumstance where an Employee terminates for any reason and is age 55
or over and has 5 years of service or more and does not make any deferral
payment election within 30 days of termination then the Company in its sole
discretion, may elect to pay deferred cash and stock compensation in either of
the following:

         a. In compliance with the Employee's most recent signed and dated
deferral election on file with the Company

         b. In a lump sum on the termination date or earliest practical date
thereafter

         c. In a lump sum on the first workday in the next calendar year
following termination.

                                      -17-