HILLENBRAND INDUSTRIES INC
SHORT TERM INCENTIVE COMPENSATION PLAN
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<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>c81457exv10w1.txt
<DESCRIPTION>SHORT TERM INCENTIVE COMPENSATION PLAN
<TEXT>
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                                                                    EXHIBIT 10.1

                          HILLENBRAND INDUSTRIES, INC.

                    SHORT-TERM INCENTIVE COMPENSATION PROGRAM

                                   ARTICLE I
                             PURPOSE AND DEFINITIONS

1.1      PURPOSE. The purpose of this Program is to provide performance-based
         incentive awards, in addition to regular salary, to eligible employees
         of Hillenbrand Industries, Inc. and its Subsidiaries. The Program
         provides the mechanism to pay amounts above the average total cash
         compensation when the Company experiences above average financial
         success. The Program is designed to encourage high individual and group
         performance and is based on the philosophy that employees should share
         in the success of the Company if above average value is created for
         Company shareholders.

1.2      DEFINITIONS:

         (a)      "ACHIEVEMENT PERCENTAGE" means a percentage determined in
                  writing by the Committee.

         (b)      "BASE INCENTIVE COMPENSATION" means the amount determined in
                  accordance with Section 4.3.

         (c)      "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.

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

         (e)      "BUSINESS CRITERIA" means one or more of the following
                  financial indexes of the Company or a Subsidiary for a Plan
                  Year determined in accordance with the Company's accounting
                  principles less certain non-reoccurring and/or non-expected
                  events happening in any Plan Year, as determined by the
                  Committee: revenue, earnings per share, net income,
                  shareholder value growth, return on equity, cash flow, and
                  comparisons against Standard & Poor's indices. The Business
                  Criteria may include both financial and non-financial measures
                  and may reflect achievement of tactical and strategic plans of
                  a Subsidiary.

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         (f)      "BUSINESS CRITERIA ACHIEVEMENT" means the actual final result
                  of a Business Criteria for a Plan Year.

         (g)      "CAUSE" means

                  (i)  a Participant's embezzlement or material misappropriation
                       of funds or property of the Employer, or

                  (ii) the willful engaging by a Participant in conduct
                       constituting a felony or gross misconduct, which is
                       material and demonstrably injurious to the Employer.

         (h)      "CEO" means the Chief Executive Officer of the Company.

         (i)      A "CHANGE IN CONTROL" means:

                  (i)  the date that both of the following occur:

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

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

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

                                      -2-

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

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

                           (C)      the members of the Board, immediately prior
                                    to the merger or consolidation, constitute,
                                    immediately after the merger or
                                    consolidation, a majority of the board of
                                    directors of the corporation issuing cash or
                                    securities in the merger;

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

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

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

         (j)      "COMMITTEE" means the Compensation and Management Development
                  Committee of the Board appointed to administer the Program
                  under Article II. Each Committee member shall be an outside
                  director for purposes of Section 162(m)(4) of the Internal
                  Revenue Code of 1986, as amended.

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

         (l)      "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.

                                      -3-

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

         (n)      "EXECUTIVE MANAGEMENT TEAM" means the officers of the
                  Corporation who report directly to the CEO.

         (o)      "INCENTIVE COMPENSATION" means the Incentive Compensation as
                  provided for in Article IV.

         (p)      "INCENTIVE COMPENSATION OPPORTUNITY" means the percentage of
                  Base Salary as determined in accordance with Section 4.2.

         (q)      "PARTICIPANT" means any individual who is a non-bargained for,
                  full-time or regular part-time employee of the Employer and is
                  selected for participation in the Program pursuant to Article
                  III.

         (r)      "PERCENTAGE OF TARGET ONE ACHIEVEMENT" means a percentage
                  determined as of the end of each Plan Year as follows:

                  (Business Criteria Achievement - Performance Base) / (Target
                  One - Performance Base.)

         (s)      "PERCENTAGE OF TARGET TWO ACHIEVEMENT" means a percentage
                  determined as of the end of each Plan Year as follows:

                  (Business Criteria Achievement - Target One) / (Target Two -
                  Target One)

         (t)      "PERFORMANCE BASE" means the base level of achievement of the
                  Company or a Subsidiary with respect to the Business Criteria,
                  as determined in accordance with Section 4.1.

         (u)      "PLAN YEAR" means the fiscal year beginning on October 1st and
                  ending on September 30th. The first Plan Year shall begin on
                  October 1, 2003.

         (v)      "PROGRAM" means the Hillenbrand Industries, Inc. Short-Term
                  Incentive Compensation Program.

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

                                      -4-

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         (x)      "TARGET ONE" means a certain level of achievement of the
                  Company or a Subsidiary with respect to the Business Criteria,
                  as determined in accordance with Section 4.1.

         (y)      "TARGET TWO" means a certain level of achievement of the
                  Company or a Subsidiary with respect to the Business Criteria
                  which is greater than Target One as determined in accordance
                  with Section 4.1.

                                   ARTICLE II
                                 ADMINISTRATION

         Full power and authority to construe, interpret, and administer the
Program, including power to establish, administer and certify performance goals
related to Incentive Compensation 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. The Committee
may rely upon recommendations of the CEO, the Executive Management Team, or
persons designated by the Committee, in approving financial and non-financial
goals recommended to it.

                                   ARTICLE III
                                  PARTICIPANTS

         Participation in this Program by members of the Executive Management
Team or any Company Vice Presidents shall be determined by the Committee. Other
Participants in this Program shall be determined by the CEO or if an eligible
employee is employed by a Subsidiary, then the Chief Executive Officer of such
Subsidiary.

                                   ARTICLE IV
                             INCENTIVE COMPENSATION

4.1      ESTABLISHMENT OF PERFORMANCE BASE AND TARGET. A Performance Base,
         Target One and Target Two for the Company Vice Presidents as a group
         shall be recommended by the CEO and approved by the Committee. The
         Performance Base, Target One and Target Two of a Participant who is
         otherwise employed by the Company shall be established and approved by
         the CEO. The Performance Base, Target One and Target Two of a
         Participant who is employed by a Subsidiary shall be established and
         approved by the CEO and the Chief Executive Officer of each Subsidiary,
         respectively. The Performance Base, Target One and Target Two shall be
         established annually for the Company and each Subsidiary and will be
         communicated to each Participant.

4.2      BASE SALARY AS A PART INCENTIVE COMPENSATION. Incentive Compensation
         Opportunity is established in writing annually by the Committee (within
         ninety (90) days of the start of each Plan Year) in percentages up to
         but not exceeding the following:

                                      -5-

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<TABLE>
<CAPTION>
         Class of Participant                    INCENTIVE COMPENSATION OPPORTUNITIES
         --------------------                    ------------------------------------
<S>                                              <C>
Chief Executive Officer of a Subsidiary                   75% of Base Salary

Company Chief Financial Officer                           75% of Base Salary

Company or Subsidiary Senior Executives                   50% of Base Salary

Company or Subsidiary Executives                          40% of Base Salary

Other Key Executives                                      30% of Base Salary
</TABLE>

4.3      BASE INCENTIVE COMPENSATION CALCULATION. Attainment of the Performance
         Base or below for a Plan Year shall result in Base Incentive
         Compensation of 0% of the Incentive Compensation Opportunity as set
         forth in Section 4.2 above. If Target Two is met or exceeded for a Plan
         Year, Base Incentive Compensation shall be equal to the Achievement
         Percentage multiplied by the amount of a Participant's Incentive
         Compensation Opportunity as set forth in Section 4.2 above. If Business
         Criteria Achievement is between the Performance Base and Target One for
         a Plan Year, the Base Incentive Compensation shall be equal to the
         Percentage of Target One Achievement multiplied by both (i) the amount
         of a Participant's Incentive Compensation Opportunity as set forth in
         Section 4.2 above and (ii) a percentage equal to one-half of the
         Achievement Percentage. If the Business Criteria Achievement is between
         Target One and Target Two for a Plan Year, the Base Incentive
         Compensation shall be equal to the amount of a Participant's Incentive
         Compensation Opportunities set forth in Section 4.2 above multiplied by
         a percentage as determined under the following formula:

         [1/2 ACHIEVEMENT PERCENTAGE PLUS (PERCENTAGE OF TARGET TWO ACHIEVEMENT
         TIMES 1/2 ACHIEVEMENT PERCENTAGE)]

4.4      INCENTIVE COMPENSATION. After the Business Criteria Achievement and
         Base Incentive Compensation has been determined for each Plan Year, the
         Committee shall evaluate each Participant on his or her individual
         performance goals. The Committee shall determine each Participant's
         Incentive Compensation based on individual financial and non-financial
         goals for each Participant.

4.5      PAYMENT OF INCENTIVE COMPENSATION. Incentive Compensation shall be due
         and payable in cash after forty (40) days but not later than
         seventy-five (75) days after the end of the Plan Year.

4.6      ELECTION TO DEFER COMPENSATION - DEFERRAL PERIOD. A Participant may
         elect to defer all or any portion of his or her Incentive Compensation.
         A Participant's written election to defer any compensation must be made
         in the year before the beginning of the period of service, ordinarily a
         Plan Year, during which such compensation would otherwise be paid.

                                      -6-

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4.7      TERMINATION OF EMPLOYMENT. Subject to Section 4.8 below and the last
         sentence of this section, termination of Participant's employment prior
         to the last day of the Plan Year for any reasons other than death,
         Disability or normal or early retirement (as determined under the
         Company's Pension Plan or Savings Plan) shall terminate a Participant's
         right to any non-deferred Incentive Compensation. Termination of
         employment because of death, Disability or normal or early retirement
         shall result in a pro-ration of Incentive Compensation based on the
         number of months employed during the Plan Year of a Participant's
         termination of employment. Upon a termination of employment for Cause
         at any time, a Participant shall forfeit any and all payments due under
         this Program.

4.8      CHANGE IN CONTROL. Upon a Change in Control, a Participant's unpaid
         Incentive Compensation for a Plan Year ending prior to the Change in
         Control shall in all events be paid in accordance with Section 4.5. In
         addition, a Participant's Incentive Compensation for the Plan Year
         during which the Change in Control occurred shall in no event be less
         than the amount calculated pursuant to Sections 4.2, 4.3 and 4.4 above
         as if the Target (at 100%) had been achieved. For purposes of such
         calculation, Base Salary shall mean such Participant's annualized Base
         Salary for the calendar year in which the Change in Control occurred
         times a fraction, the numerator of which is the number of months from
         the start of the Plan Year up to and including the month during which
         the Change in Control occurred and the denominator of which is 12.
         Following a Change in Control, the Incentive Compensation under the
         Program shall be paid out at the time specified in Section 4.5 above,
         provided, however, and notwithstanding Section 4.7 above, that in the
         case of a Participant whose employment is terminated prior to payout
         (for any reason other than on account of termination of employment by
         the Company for Cause) the Incentive Compensation shall be paid out
         within 30 days of such termination of employment. In the event of
         termination for Cause, the Incentive Compensation shall be forfeited.

                                    ARTICLE V
                            FINALITY OF DETERMINATION

         Each determination made by the Committee and the CEO 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 VI
                                   LIMITATIONS

         No employee of the Employer or any other persons shall have any claim
or right (legal, equitable or other) to be granted any award under the Program,
and no director, officer or employee of the Employer, or any other person, shall
have the authority to enter into any agreement with any person for the making or
payment of any award under the Program or to make any representation or warranty
with respect thereto.

                                      -7-

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         Neither the action of the Company in establishing the Program nor any
action taken by the Company, the Committee, the Board of Directors, CEO,
Executive Management Team, 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 employee of the Employer the right to be retained in the employ
of the Employer.

                                   ARTICLE VII
                      AMENDMENTS, SUSPENSION OR TERMINATION

         The Board 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 effect adversely any right or obligation with respect to any award
theretofore made. No amendment shall require shareholder approval unless such
approval is otherwise required by law.

                                  ARTICLE VIII
                                  MISCELLANEOUS

8.1      EFFECTIVE DATE. This Program was approved by the Board of Directors on
         August 18, 2003, and became effective October 1, 2003, subject to the
         approval of the Program by the stockholders of the Company.

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

                                      -8-


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