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                                                                   EXHIBIT 10.20

                                    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 1st day of August
2003 is entered into by and between Kimberly K. Dennis ("Executive"), and
Hillenbrand Industries ("Company").

                              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 various 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, Shared Services.

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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 assigned by the Company in its
         sole discretion.

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 her full working time,
         attention, talents, skills and best efforts to further the Company's
         business and agrees not to take any action, or make any omission, that
         deprives the Company of any business opportunities or otherwise act in
         a manner that conflicts with the best interest of the Company or is
         otherwise detrimental to its business. 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. Code of Ethics, the Hillenbrand
         Industries Associate Policy Manual, and all other applicable policies
         which may exist or be adopted by the Company from time to time.

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 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 Six Thousand Seven
                  Hundred Thirty Dollars and Seventy-Seven Cents ($6,730.77),
                  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.

         For purposes of the FY2003 Incentive Compensation, the Parties agree
         Executive's payment shall be based on either Hillenbrand's achievement
         of its financial objectives or Batesville Casket Company's achievement
         of its financial objectives, whichever calculation is greater. The
         Company further agrees that Executive will be eligible for a prorata
         share of the amount of incentive compensation for FY2004 in the event
         her employment is terminated prior to October, 2004 based upon her
         performance through the effective date of her termination and the
         Company's financial performance through the end of the fiscal year.
         Such prorata share will be otherwise determined and paid in accordance
         with the Company's standard practices. Notwithstanding anything
         contained herein to the contrary, and with the exception of Executive's
         Incentive Compensation

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         eligibility for FY2003 and FY2004, 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 her 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 she is not a
         party to any contract, restrictive covenant, or other agreement
         purporting to limit or otherwise adversely affecting her ability to
         secure employment with any third party. Alternatively, should any such
         agreement exist, Executive warrants that the contemplated services to
         be performed hereunder will not violate the terms and conditions of any
         such agreement. In either event, 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 her not to disclose or use such confidential or proprietary
         information. Based on her 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 her
         separation.

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;

         (ii)     Acquiesced or participated in any conduct which is dishonest,
                  fraudulent, illegal (at the felony level), unethical, involves
                  moral turpitude or is otherwise illegal

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                  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 Code
                  of Ethics;

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

         (v)      Engaged in any act which, in the reasonable opinion of the
                  Company, is contrary to its best interests or might subject
                  the Company, its officers or directors to potential or
                  probable civil or criminal liability; or

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

         Upon the occurrence or discovery of any event specified above, the
         Company shall have the right to terminate Executive's employment,
         effective immediately, by providing notice thereof to Executive without
         further obligation to him/her, other than accrued wages 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.

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 the payment of Accrued Obligations. 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 her duties or responsibilities hereunder on a
                  full-time basis, with or without reasonable accommodation, as
                  a result of any mental or physical impairment.

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

12.      Severance Payments. In the event Executive's employment is terminated
         by the Company without cause, and subject to the normal terms and
         conditions imposed by the

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         Company (including those set forth herein and in the attached
         Separation and Release Agreement), Executive shall be eligible to
         receive severance pay based upon her base salary at the time of
         termination for a period determined in accordance with any guidelines
         as may be established by the Company or for a period up to twelve (12)
         months (whichever is longer). 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 or 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. Further, the Company's obligation to provide severance shall be
         deemed null and void should Executive fail or refuse to execute the
         Agreement in such form within any time period as may be proscribed by
         law or, in absence thereof, twenty-one (21) days.

13.      Assignment of Rights.

         (a)      Copyrights. Executive agrees that all works of authorship
                  fixed in any tangible medium of expression by her during the
                  term of this Agreement relating to the Company's business
                  ("Works"), either solely or jointly with others, shall be and
                  remain exclusively the property of the Company. Each such Work
                  created by Executive is a "work made for hire" under the
                  copyright law and the Company may file applications to
                  register copyright in such Works as author and copyright owner
                  thereof. If, for any reason, a Work created by 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 the entire rights, title, and
                  interests in and to such Work, including the copyright
                  therein, to the Company. 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 steps and do whatever acts the Company requests,
                  including, but not limited to, placement of the Company's
                  proper copyright notice on Works created by 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 the Company
                  ("Inventions") that Executive conceives or makes during the
                  term of this Agreement relating to the Company's business,
                  shall become and remain the exclusive property of the Company,
                  whether patentable or not, and Executive will, without royalty
                  or any other consideration:

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

                  (ii)     assign to the Company all of her 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 her inventorship, as may be
                           necessary in the opinion of the Company, to obtain
                           and maintain United States and foreign Letters Patent
                           upon such Inventions and to vest the entire rights
                           and title thereto in the Company and to confirm the
                           complete ownership by the Company of such Inventions,
                           patent applications, and patents.

14.      Company Property. All records, files, drawings, documents, equipment,
         and the like relating to, or provided by, the Company shall be and
         remain the sole property of the Company. Upon termination of
         employment, Executive shall immediately return to the Company 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.

15.      Confidential Information. Executive acknowledges that the Company and
         its affiliated entities (herein collectively referred to as
         "Companies") possess certain trade secrets as well as other
         confidential and proprietary information which they have acquired or
         will acquire at great effort and expense. Such information may include,
         without limitation, confidential information 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 her 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 Company. Except as may be expressly authorized by the
         Company in writing, Executive agrees not to

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         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 Company has spent and will continue to expend
         substantial amounts of time, money and effort to develop its 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 her knowledge of, the Confidential
         Information disclosed to Executive during the course of employment if
         allowed to compete against the Company in an unrestricted manner and
         that such use would be unfair and extremely detrimental to the Company.
         Accordingly, based on these legitimate business reasons, Executive
         acknowledges the Company's need to protect its legitimate business
         interests by reasonably restricting Executive's ability to compete with
         the Company 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 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;

         (b)      Attempt to entice or otherwise cause any third party to
                  withdraw, curtail or cease doing business with the Company,
                  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;

         (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 at any time within the six (6) month period
                  immediately preceding such offer or inquiry; or

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         (f)      Otherwise attempt to directly or indirectly interfere with the
                  Company's business or its relationship with its 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 her Geographic
                  Territory (if applicable), 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:

         (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;

         (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;

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         (d)      "Relevant Non-Compete Period" 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.      Effect of Transfer to Affiliate. Executive acknowledges that the above
         restrictive covenants shall survive, and be extended to cover, the
         transfer of Executive from the Company to its parent, subsidiary,
         sister corporation or any other affiliated entity (hereinafter
         collectively referred to as an "Affiliate"). Specifically, in the event
         of Executive's temporary or permanent transfer to an Affiliate, she
         agrees that the foregoing restrictive covenants shall remain in force
         so as to continue to protect the Company for the duration of the
         non-compete period, measured from her effective date of transfer to an
         Affiliate. Additionally, Executive acknowledges that this Agreement
         shall be deemed to have been automatically assigned to the Affiliate as
         of her effective date of transfer such that the above-referenced
         restrictive covenants (as well as all other terms and conditions
         contained herein) shall be construed thereafter to protect the
         legitimate business interests and goodwill of the Affiliate as if
         Executive and the Affiliate had independently entered into this
         Agreement. Executive's acceptance of her transfer to, and subsequent
         employment by, the Affiliate shall serve as consideration for (as well
         as be deemed as evidence of her consent to) the assignment of this
         Agreement to the Affiliate as well as the extension of such restrictive
         covenants to the Affiliate. Executive agrees that this provision shall
         apply with equal force to any subsequent transfers of Executive from
         one Affiliate to another Affiliate.

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24.      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.

25.      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 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.

26.      Publicly Traded Stock. The Parties agree that nothing contained in this
         Agreement shall be construed to prohibit Executive from investing her
         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. Code of Ethics.

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

28.      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.

29.      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

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         of any type brought by Executive against the Company or any of its
         employees or agents must be maintained only in a court sitting in
         Marion County, Indiana, or Ripley County, Indiana, or, if a federal
         court, the Southern District of Indiana, Indianapolis Division.
         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.

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

31.      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 her
         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.

32.      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.

33.      Outside Representations. Executive represents and acknowledges that in
         signing this Agreement she 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.

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

                                      11

<PAGE>

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

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

EXECUTIVE                                     HILLENBRAND INDUSTRIES

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 Kimberly K. Dennis ("Employee") and Hillenbrand Industries
("Company"). To wit, the Parties agree as follows:

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

2.       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 , 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 up to fifty-two
                  (52) weeks following the Employee's Effective Termination Date
                  or until Employee becomes employed again, whichever first
                  occurs;

         (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.

3.       The above Severance 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 her 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.

4.       As of her 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, the Company agrees to
         continue to pay the employer's share of such coverage as provided under
         the health care

                                       1

<PAGE>

         program selected by Employee as of her Effective Termination Date,
         subject to any approved changes in coverage based on a qualified
         election, until the above-referenced Severance Pay terminates provided
         Employee (i) timely completes the applicable election of coverage forms
         and (ii) continues to pay the employee portion of the applicable
         premium(s). Thereafter, if applicable, coverage will be made available
         to Employee at her sole expense (i.e., Employee will be responsible for
         the full COBRA premium) for the remaining months of the COBRA coverage
         period made available pursuant to applicable law. The medical insurance
         provided herein does not include any disability coverage.

5.       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, her intended duties as well as the
         anticipated start date. Such information is required to ensure
         Employee's compliance with her 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.

6.       In exchange for the foregoing Severance Benefits, KIMBERLY K. DENNIS on
         behalf of himself/herself, her heirs, representatives, agents and
         assigns hereby COVENANTS NOT TO SUE, RELEASES, INDEMNIFIES, HOLDS
         HARMLESS, and FOREVER DISCHARGES (i) HILLENBRAND INDUSTRIES, (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.

7.       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) 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,

                                       2

<PAGE>

         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.

8.       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)      She has carefully read and fully understands all of the
                  provisions of this Agreement and that she 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 she
                  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 her choice concerning its terms and conditions;
                  and

         (d)      She has been offered at least twenty-one (21) days within
                  which to review and consider this Agreement.

9.       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 she signs this Agreement.

10.      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 she 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.

11.      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 she signs this Agreement. It is further understood by the Parties
         that 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 her termination, such items
         to be governed exclusively by the terms of the applicable plan
         documents.

12.      Employee acknowledges that her termination and the Severance Benefits
         offered hereunder were based on an individual determination and were
         not offered in conjunction

                                       3

<PAGE>

         with any group termination or group severance program and waives any
         claim to the contrary.

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

14.      Employee acknowledges that the Company possesses, and she 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").

15.      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.

16.      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 her 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

                                       4

<PAGE>

         she received, prepared, helped prepare, or directed preparation of in
         connection with her 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.

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

18.      Employee agrees not to make any written or oral statement that may
         defame, disparage or cast in a negative light so as to do harm to the
         personal or professional reputation of (a) the Company, (b) its
         employees, officers, directors or trustees or (c) the services and/or
         products provided by the Company and its subsidiaries or affiliate
         entities.

19.      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 she shall not communicate, display or
         otherwise reveal any of the contents of this Agreement to anyone other
         than her 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 her 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 her from further discussing the specifics of
         her 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 her 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.

20.      In the event that Employee breaches or threatens to breach any
         provision of this Agreement, she 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

                                       5

<PAGE>

         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.

21.      Employee acknowledges that this Agreement is entered into solely for
         the purpose of terminating her employment relationship with the Company
         on an amicable basis and shall not be construed as an admission of
         liability or wrongdoing by the Company and further acknowledges that
         the Company has expressly denied any such liability or wrongdoing.

22.      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.

23.      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.

24.      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.

25.      Employee represents and acknowledges that in signing this Agreement she
         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.

26.      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.

                                       6

<PAGE>

         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

Signed: ______________________________        By: ______________________________

Printed: _____________________________        Title: ___________________________

Dated: _______________________________        Dated: ___________________________

                                       7

<PAGE>
December 22, 2003



Kimberly K. Dennis
Hillenbrand Industries, Inc.
700 State Route 46 East
Batesville, Indiana 47006



Dear Kim:

Re: Amendment to Employment Agreement

         This is to confirm that, notwithstanding anything in Paragraphs 9 and
12 of the Employment Agreement dated August 1, 2003, 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