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                                                                   EXHIBIT 10.15

                          HILLENBRAND INDUSTRIES, INC.

                     EXECUTIVE DEFERRED COMPENSATION PROGRAM

                                    ARTICLE I
                             PURPOSE AND DEFINITIONS

1.1      PURPOSE. The purpose of this Program is to provide voluntary deferrals
         of portions of an employee's compensation to be paid by Hillenbrand
         Industries, Inc. and its Subsidiaries. Since the Company has divided up
         the "components" of the Hillenbrand Industries, Inc. Senior Executive
         Compensation Program into separate programs, this Program is a
         continuation of the deferred compensation component of such Senior
         Executive Compensation Program.

1.2      DEFINITIONS:

         (a)      "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.

         (b)      "BENEFICIARY" means, with respect to payments related to
                  Deferred Compensation, the person, persons, trust or other
                  entity designated by the Participant to receive any benefits
                  payable under the Deferred Compensation Guidelines.

         (c)      "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors
                  of Hillenbrand Industries, Inc.

         (d)      "COMMITTEE" means the Compensation and Management Development
                  Committee of the Board appointed to administer the Program
                  under Article II.

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

         (f)      "DEFERRED COMPENSATION" means the cumulative amount credited
                  to an account maintained for a Participant pursuant to Section
                  4.2.

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         (g)      "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 "A".

         (h)      "DISABILITY" means a physical or mental disability by reason
                  of which a Participant is determined by the Office of the
                  President or its delegate, to be eligible (except for the
                  waiting period) for permanent disability benefits under Title
                  II of the Federal Social Security Act.

         (i)      "EMPLOYER" means Hillenbrand Industries, Inc., an Indiana
                  Corporation, and its Subsidiaries.

         (j)      "INCENTIVE COMPENSATION" means the Incentive Compensation as
                  provided for in the Hillenbrand Industries, Inc. Short-Term
                  Incentive Compensation Program.

         (k)      "PARTICIPANT" means any individual who is a non-bargained for,
                  key employee of the Employer and is selected for participation
                  in the Program pursuant to Article III.

         (l)      "PERQUISITE COMPENSATION" means a variety of benefits offered
                  to a Participant to aid him or her in carrying out his or her
                  duties, to provide for the Participant's well being, and to
                  create the potential for added long-term financial security.

         (m)      "PLAN YEAR" means a calendar year. The first Plan Year shall
                  begin on January 1, 2004.

         (n)      "PROGRAM" means the Hillenbrand Industries, Inc. Executive
                  Deferred Compensation Program.

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

                                   ARTICLE II
                                 ADMINISTRATION

         Full power and authority to construe, interpret, and administer the
Program is vested in the Committee. Decisions of the Committee are final,
conclusive and binding upon all parties, including the Employer, the Company and
its shareholders and the Participants.

                                   ARTICLE III
                                  PARTICIPANTS

         Participation in this Program by executive employees of the Employer
shall be determined by the Committee.

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                                   ARTICLE IV
                            DEFERRAL OF COMPENSATION

4.1      ELECTION TO DEFER COMPENSATION/DEFERRAL PERIOD. A Participant may elect
         to defer all or any portion of his or her Base Salary, Incentive
         Compensation and/or Perquisite Compensation. A Participant's written
         election to defer any compensation must be made before the beginning of
         the period of service, ordinarily a fiscal year or Plan Year (depending
         on the type of compensation), during which such compensation would
         otherwise be paid. The election must state the duration of the deferral
         period, and shall be irrevocable. Participants deferring compensation
         shall execute a Deferred Compensation Agreement (the "Agreement") with
         the Company (an example of which is attached hereto as Exhibit "B"),
         outlining their various rights, duties and obligations thereunder. All
         deferrals of compensation under this Program are subject to the
         Deferred Compensation Guidelines.

4.2      DEFERRED COMPENSATION - BASE SALARY, INCENTIVE COMPENSATION AND
         PERQUISITE COMPENSATION.

         (a)      When earned, amounts deferred from a Participant's Base
                  Salary, Incentive Compensation and Perquisite Compensation
                  shall be credited, but not paid, to an account in the name of
                  the Participant and shall accrue interest credited monthly at
                  the end of each of the Company's fiscal months at a rate which
                  is equal to the monthly prime interest rate (determined as of
                  the first day of each month) charged by the Company's
                  principal bank, or, at the election of the Committee,
                  Participants selected by the Committee may be credited at such
                  other rate or rates as may be determined by the Committee. At
                  the end of the deferral period, payment shall be made in cash.

         (b)      In the alternative, a Participant may elect, with Committee
                  approval, that Incentive Compensation amounts deferred when
                  earned shall be credited, but not paid, to an account in the
                  name of the Participant which shall be assumed to be invested
                  in the common stock of the Company, at the then current market
                  price. Dividends, stock dividends, stock splits and other
                  rights inuring to the common stock of the Company which would
                  be normally payable thereon shall be assumed to be reinvested
                  in the common stock of the Company at the market value on the
                  date of assumed payment. Such election shall be made prior to
                  the period during which the amount is earned and, once made,
                  shall be irrevocable. At the end of the deferral period,
                  payment shall be made in shares of common stock of the
                  Company.

                                    ARTICLE V
                               FINANCIAL HARDSHIP

         A withdrawal of Deferred Compensation credited to a Participant's
account prior to the termination of the deferral period shall be permitted in
the event the Participant experiences

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serious financial hardship which is beyond the Participant's control and which
would cause the Participant severe hardship if such withdrawal were not
permitted. Serious financial hardship may include a Disability or unexpected and
unreimbursed major expenses resulting from illness or accident or impending
bankruptcy. Any Participant desiring such withdrawal by reason of serious
financial hardship must apply to the Committee and demonstrate that the
circumstances being experienced were not under the Participant's control and
constitute a real emergency which is likely to cause great financial hardship.
The Committee shall have the authority to require such medical or other evidence
as it may need to determine the necessity for Participant's withdrawal request.

         If such application for withdrawal is permitted, the amount of such
withdrawal shall be limited to an amount of the Participant's account which
would have been payable if the Participant's employment with the corporation was
terminated. The allowed amount of withdrawal shall be payable in lump sum or
common stock certificate promptly after notice to the Participant of approval by
the Committee. If a Participant makes a withdrawal, the amount of the
Participant's account under the Program shall be proportionately reduced to
reflect such withdrawal. The balance of the Participant's account, if any, shall
be payable according to otherwise applicable provisions of the Program.

                                   ARTICLE VI
                            FINALITY OF DETERMINATION

         Each determination made by the Committee shall be final, binding and
conclusive for all purposes and upon all persons. The Committee may rely
conclusively on the determinations made by and information received from the
Company's independent public accountants or the Employer employees with respect
to action of the Committee.

                                   ARTICLE VII
                       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 VIII
                             RIGHTS OF A PARTICIPANT

         Payments under this Program 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 Program, his or her right will be no greater than
the right of any unsecured general creditor of the Employer and is not
assignable or transferable except to his or her Beneficiary or estate.

                                      -4-

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                                   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 the Program (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.

         (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.

                                      -5-

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9.4      REVIEW OF DECISION. Within a reasonable time not later than sixty (60)
         days after the Board of Directors' receipt of a request for review, the
         Committee will review its determinations. After considering all
         materials presented by the Claimant, the Committee will render a
         written opinion, written in a manner calculated to be understood by the
         Claimant, setting forth (a) the specific reasons for the decision; (b)
         and containing specific references to the pertinent provisions of this
         Program 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
                                   LIMITATIONS

         Neither the action of the Company in establishing the Program, nor any
action taken by the Company, the Committee, or any persons designated by them to
administer the Program, nor any provision of the Program, shall be construed as
giving to any Participant or any employee of the Employer the right to be
retained in the employ of the Employer.

                                   ARTICLE XI
                           UNFUNDED STATUS OF PROGRAM

         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.
Program Participants have the status of general unsecured creditors of the
Employer. The Program constitutes a mere promise by the Employer to make
payments in the future.

                                   ARTICLE XII
                               RIGHTS TO BENEFITS

         Subject to Article VII, a Participant's rights to benefit payments
under the Program 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 XIII
                      AMENDMENTS, SUSPENSION OR TERMINATION

         The Committee may discontinue the Program in whole or in part at any
time and may from time to time amend or revise the terms as permitted by
applicable statute; provided, however, that no such discontinuance, amendment,
or revision shall affect adversely any right or

                                      -6-

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obligation with respect to any Deferred Compensation and that no amendment shall
reduce any benefits accrued by any Participant prior to the amendment. No
amendment shall require shareholder approval unless such approval is otherwise
required by law.

                                   ARTICLE XIV
                                  MISCELLANEOUS

14.1     GOVERNING LAW. This Program shall be governed by and construed in
         accordance with the laws of the State of Indiana.

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

14.3     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.

14.4     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.

14.5     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.

14.6     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.

14.7     SUCCESSOR. The provisions of this Program shall bind and inure to the
         benefit of the Company 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 the Company and successors of any such company or other
         business entity.

                                      -7-

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                                    EXHIBIT A

             DEFERRED COMPENSATION PAYMENT ADMINISTRATIVE GUIDELINES

1. For a current Employee, the Company will pay deferred compensation in
compliance with the most recent signed and dated deferral election on file with
the Company. In no circumstance, (except for hardship as determined by the
Compensation and Management Development Committee of the Board of Directors) for
a current active full or part time Employee, will payment be made before the
payment date irrevocably elected by the Employee.

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.

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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.

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                                    EXHIBIT B

                          HILLENBRAND INDUSTRIES, INC.
                          SENIOR AND REGULAR EXECUTIVE
                         DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT made this _____ day of _______________, 200__ by and between
Hillenbrand Industries, Inc., an Indiana corporation (the "Corporation"), and
_____________________ residing in the City of _______________ and the State of
_________ (the "Employee").

WHEREAS, The Corporation, or one of its subsidiaries, has employed the Employee
and the Employee has served the Corporation in such capacity as the Corporation
has designated from time to time; and

WHEREAS, During the term of the Employee's employment, the Employee has devoted
and shall continue to devote all of the Employee's time, attention, skill and
efforts to the performance of the Employee's duties for the Corporation; and

WHEREAS, The Employee may receive base salary, perquisite and other compensation
and from time to time incentive compensation.

NOW, THEREFORE, In consideration of the premises and the covenants herein set
forth, IT IS AGREED:

1.       Deferral of Compensation and Elections - The Corporation shall pay the
         Employee such base salary, perquisite, incentive and other
         compensation, except that:

         (a)      To the extent that the Employee elects to defer all or a
                  portion of the Employee's base salary, perquisite, incentive
                  or other compensation payable to the Employee, unless the
                  investment of such deferral is covered by some other plan, the
                  Corporation shall credit (but not pay) such amounts to an
                  account (the "Account") in the name of the Employee and shall
                  accrue interest credited monthly at the end of each calendar
                  month of the Corporation at a rate equal to the monthly prime
                  interest rate (determined as of the first day of each month)
                  charged by the Corporation's principal bank.

                  An election to defer must be made prior to the beginning of
                  the period during which the amount is earned and, once made,
                  shall be irrevocable. At the end of the deferral period
                  payment shall be made in cash.

         (b)      The Employee may also elect in the alternative that all or a
                  portion of the Employee's incentive compensation amounts
                  deferred, when earned shall be credited, but not paid, to the
                  Account in the name of the Employee which shall be assumed to
                  be invested in the common stock of the Corporation, at the
                  then current market price. Dividends, stock dividends, stock
                  splits and other rights

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<PAGE>

                  inuring to the common stock of the Corporation which would be
                  normally payable thereon shall be assumed to be reinvested in
                  the common stock of the Corporation at the market value on the
                  date of assumed payment. Such election shall be made prior to
                  the period during which the amount is earned and, once made,
                  shall be irrevocable. At the end of the deferral period
                  payment shall be made in shares of common stock of the
                  Corporation.

         (c)      The Employee and the Employee's designated beneficiary agree
                  to assume all risk in connection with any decrease in value of
                  the funds which are credited in accordance with the provisions
                  of this Agreement.

         (d)      Title to and beneficial ownership of any assets which the
                  Corporation may earmark to pay the deferred compensation
                  hereunder shall at all times remain in the Corporation, and
                  the Employee and the Employee's designated beneficiary shall
                  not own any specific assets of the Corporation.

2.       Payment of Deferred Compensation and Elections - The Employee may elect
         to receive deferred compensation in a lump sum of the cash or stock of
         the Corporation accrued in the Employee's Account at the end of the
         deferral period elected in writing by the Employee pursuant to the
         terms of the program or in such installments as the Employee may
         designate. Such election notwithstanding, the Company in its sole
         discretion may elect to pay deferred compensation in lump sum to the
         Employee, or in the case of an Employee's death to the Employee's
         designated beneficiary, if:

                  (a)      The Employee's employment with the Corporation is
                           terminated.

                  (b)      The Employee retires.

                  (c)      The Employee dies.

                  (d)      The Employee becomes totally and permanently
                           disabled.

         The designated beneficiary referred to herein may be designated or
         changed by the Employee (without the consent of any prior beneficiary)
         on a form provided by the Corporation and delivered to the Corporation
         before the Employee's death. If no such beneficiary shall have been
         designated, or if no designated beneficiary shall survive the Employee,
         the payment or payment shall be paid to the Employee's estate.

3.       Nothing contained in this Agreement and no action taken pursuant to the
         provisions of this Agreement shall create or be construed to create a
         trust of any kind, or a fiduciary relationship between the Corporation
         and the Employee, the Employee's designated beneficiary or any other
         person. Likewise, nothing herein and no action taken shall create a
         partnership or joint venture between the Corporation and the Employee,
         the Employee's designated beneficiary or any other person. Any funds
         which may be invested under the provisions of this Agreement shall
         continue for all purposes to be a part of the general funds of the
         Corporation and no person other than the Corporation

                                      -11-

<PAGE>

         shall by virtue of the provisions of this Agreement have any interest
         in such funds. To the extent that any person acquires a right to
         receive payments from the Corporation under this Agreement, such right
         shall be no greater than the right of any unsecured general creditor of
         the Corporation.

4.       Notwithstanding anything herein contained to the contrary, no payment
         of any then unpaid installments shall be made and all rights under the
         Agreement of the Employee, the Employee's designated beneficiary,
         executors or administrators, or any other person, to receive payments
         thereof shall be forfeited, if the Employee shall engage in any
         activity or conduct which in the opinion of the Corporation is
         detrimental to the best interests of the Corporation.

5.       The right of the Employee or any other person to any payment under this
         Agreement shall not be assigned, transferred, pledged or encumbered
         except by will or by the laws of descent and distribution.

6.       If the Corporation shall have conclusive evidence that any person to
         whom any payment is payable under this Agreement is unable to care for
         his or her affairs because of illness or accident, or is a minor, any
         payment due (unless a prior claim therefore shall have been made by a
         duly appointed guardian, committee or other legal representative) may
         be paid to the spouse, a child, a parent, a brother, a sister, or to
         any person who in the sole discretion of the Corporation shall
         otherwise be entitled to payment, in such manner and proportions as the
         Corporation may determine. Any such payment shall be a complete
         discharge of the liabilities of the Corporation under this Agreement.

7.       Nothing contained herein shall be construed as conferring upon the
         Employee the right to continue in the employ of the Corporation or in
         any capacity.

8.       In the event of a finding of constructive receipt by the Internal
         Revenue Service of any deferred amount pursuant hereto or to any other
         plan, the Employee may, upon the Employee's written election,
         immediately receive in full such deferred amount held by the
         Corporation.

9.       All elections, notices or writings necessary to give effect to any
         provision hereof shall be presented in writing duly executed by the
         Employee or a person on the Employee's behalf to the Vice President,
         Administration of the Corporation and by the Vice President,
         Administration of the Corporation to the Employee at the Employee's
         last known address.

10.      The Corporation shall have full power and authority to interpret,
         construe and administer this Agreement, and its interpretations and
         construction thereof and actions thereunder, including any valuation of
         the Account, or the amount or recipient of the payment to be made
         therefrom, shall be binding and conclusive on all persons for all
         purposes. The Corporation shall not be liable to any person for any
         action taken or omitted in connection with the interpretation and
         administration of this Agreement unless attributable to its own willful
         misconduct or lack of good faith.

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<PAGE>

11.      This Agreement shall be binding upon and inure to the benefit of the
         Corporation, its successors and assigns and the Employee and the
         Employee's designated beneficiaries, heirs, executors, administrators
         and legal representatives.

12.      If any provision of this Agreement is held invalid, such invalidity
         shall not affect the other provisions of this Agreement which shall be
         given effect independently of the invalid provisions; and, in such
         circumstances, the invalid provision is severable.

13.      This Agreement shall be construed in accordance with and governed by
         the law of the State of Indiana.

NOTE: PARTICIPATION IN THE DEFERRED COMPENSATION AGREEMENT MAY HAVE A
SIGNIFICANT EFFECT ON AMOUNTS CALCULATED FOR THE CORPORATION'S PENSION PLANS,
OTHER PERSONAL RETIREMENT PLANS, AND F.I.C.A. ESTIMATES. CONSULTATION WITH YOUR
PERSONAL TAX ADVISER IS STRONGLY ENCOURAGED PRIOR TO EXECUTING THIS AGREEMENT.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
its duly authorized officer, and the Employee has hereunto set the Employee's
hand as of the date first above written.

Dated: ________________                       HILLENBRAND INDUSTRIES, INC.

                                              BY: ____________________________
                                                  David L. Robertson
                                                  Vice President, Administration

                                              EMPLOYEE

                                              __________________________________

                                                          Employee

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