HILLENBRAND INDUSTRIES INC
EXECUTIVE EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>17
<FILENAME>c81457exv10w22.txt
<DESCRIPTION>EXECUTIVE EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.22

                                    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 Agreement, dated and effective this 19th day of December, 2000,
between Hill-Rom, Inc., an Indiana corporation (the "Company"), and R. Ernest
Waaser, ("Executive").

                              W I T N E S S E T H:

         The Company desires to employ Executive as well as to safeguard the
Company against disclosure or use of trade secrets or confidential data and to
obtain a non-compete agreement; and

         In the course of Executive's employment, it will be necessary for
Executive to acquire knowledge of trade secrets and confidential data of the
Company; and

         Executive desires from the Company agreement on certain conditions
regarding his employment and the termination of the employment relationship if
the parties part ways;

         NOW, THEREFORE, in consideration of Executive's employment by the
Company and the other benefits provided Executive under this Agreement and the
mutual covenants herein contained, the parties agree as follows:

1.       Employment. The Company agrees to employ Executive and Executive agrees
         to serve as President and CEO. Executive's employment with the Company
         is at-will which means he may terminate his employment at any time, for
         any reason, with or without notice. Likewise, the Company has the right
         to terminate Executive's employment at any time for any reason not
         prohibited by law upon the terms and conditions set out in the
         Agreement. Nothing in this Agreement is intended to create and should
         not be interpreted to create an employment contract for any specified
         length of time between Executive and the Company.

2.       Compensation. The Company shall pay Executive for his services,
         compensation as follows:

         (a)      A base salary at the rate of $12,500 bi-weekly, less usual and
                  ordinary deductions, annualized at $325,000.

         (b)      Incentive compensation, payable solely at the discretion of
                  the Company, pursuant to the Company's Exempt Employee
                  Executive Compensation Program.

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         (c)      Such additional compensation, benefits and perquisites as the
                  Company, in its discretion, may deem appropriate. (The initial
                  package of additional benefits and perquisites is outlined in
                  the attached offer letter and incorporated herein by
                  reference. However, the Parties agree that nothing contained
                  herein shall be construed to prohibit or otherwise restrict
                  the Company from exercising its sole discretion to eliminate
                  or modify any such benefits at any time as it sees fit.)

         Notwithstanding anything contained herein to the contrary, the Company
         maintains the right to change Executive's compensation structure,
         including but not limited to, eliminating a compensation component, and
         any other changes the Company deems appropriate in its sole discretion.

3.       Duties. Executive shall at all times faithfully and diligently perform
         his obligations under this Agreement and act in the best interest of
         the Company and its affiliated companies including any parent or
         subsidiaries (hereinafter jointly referred to as the "Companies").
         Executive's duties shall be to act in such office or capacity as the
         Company may request from time to time and Executive agrees to perform
         all duties necessary or advisable in order to carry out such functions
         in an efficient manner. Executive's duties and responsibilities at all
         times shall be subject to the authority of the Board of Directors of
         the Company and such officers and agents thereof to whom authority may
         be delegated thereby, and/or curtailed at any time. Executive shall at
         all times devote his full time, best efforts and ability, skill, and
         attention exclusively to the furtherance of the business objectives and
         interests of the Company, all to the exclusion of other employers or
         interests or their products and services. Executive shall not engage in
         any gainful employment other than under this Agreement without the
         prior written consent of the Company. In addition, Executive shall at
         all times act in accordance with the Hillenbrand Industries, Inc.
         Handbook of Ethical Business Conduct and Corporate Compliance Handbook.

4.       Warranties and Indemnification. Executive warrants that he is not a
         party to any restrictive covenant, contract or other agreement limiting
         or otherwise adversely affecting his employment with the Company.
         Executive further agrees to 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.

5.       Termination of Employment. Because Executive is an at-will employee,
         his employment may be terminated at any time, without cause, by
         Executive or the Company upon sixty (60) days written notice or pay in
         lieu of notice. Executive's employment may be terminated at any time,
         without notice, for cause. For purposes of this Agreement, cause shall
         be defined to include but shall not be limited to things such as
         dishonesty, nonperformance of duties, violation of Company policy or
         procedures, conviction of a felony, violation of the Hillenbrand
         Industries, Inc. Handbook of Ethical Business Conduct, or disloyalty or
         a failure to act or not act in accordance with the direction of the
         Company.

                  If, because of disability, Executive becomes unable to perform
         the essential functions of his position, with or without reasonable
         accommodation, Executive's employment shall be terminated. However,
         Executive may be entitled to benefits under the Company's regular
         fringe benefit programs if he meets the eligibility criteria of such
         programs.

                  If Executive's employment terminates for whatever reason,
         prior to the end of the fiscal year, Executive shall not be entitled to
         any of the compensation, benefits and perquisites

                                     - 2 -

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         identified in Paragraphs 2(b) and (c) above for any portion of such
         fiscal year which have not already been paid to Executive as of the
         date of his separation.

6.       Severance Payments. Subject to the terms and conditions set out below,
         if Executive's employment with the Company is terminated without cause,
         the Company shall pay Executive severance pay based upon his base
         salary at the time of termination for a period of twelve (12) months.

                  No severance pay shall be paid if Executive voluntarily leaves
         the Company's employ or is terminated for cause.

                  Moreover, any severance pay payable hereunder shall be offset
         against any amount of notice pay paid pursuant to Paragraph 5 and is
         contingent upon Executive complying with the covenants and agreements
         of Paragraphs 7 through 10 and executing a Termination and Release
         Agreement in a form not substantially different from that attached to
         the Agreement as Exhibit A.

7.       Protection of the Company's Business. Executive acknowledges that in
         the course of his employment he will acquire knowledge of trade secrets
         and confidential data of the Company. Such trade secrets and
         confidential data may include but are not limited to confidential
         product information, customer lists, technical information, methods by
         which the Company proposes to compete with its business competitors,
         secret strategic plans, confidential reports prepared by business
         consultants which may reveal strengths and weaknesses of the Company
         and its competition, and similar information relating to the Company's
         products, customers, strategies, and operations, which trade secrets
         and confidential data pertain to its operations throughout the United
         States and the world but maintain their situs in Indiana. In order to
         perform his obligations under this Agreement, Executive must
         necessarily learn such trade secrets and confidential data, all of
         which are extremely important to the Company, are not known outside the
         business of the Company, are known only to a limited group of its top
         executives and directors, are protected by strict measures to preserve
         secrecy, are of great value to the Company, are the result of the
         expenditure of money, time and effort thereby, are difficult for an
         outsider to duplicate, and disclosure of which would be extremely
         detrimental to the Company. Executive agrees to keep all such trade
         secrets or confidential data secret and not to release such information
         to persons not authorized by the Company to receive such secrets and
         data, both during his employment with the Company and at all times
         thereafter. Executive acknowledges that trade secrets and confidential
         data need not be expressly marked as such by the Company.

8.       Documents, Inventions, Etc. All records, files, drawings, documents,
         equipment, and the like relating to the Company shall be and remain the
         sole property of the Company. Executive, on the termination of his
         employment hereunder, 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. Executive shall fully and promptly
         disclose to the Company all ideas, conceptions, inventions,
         discoveries, and designs that are conceived or contemplated by him
         within the scope of his employment and pertaining to the business of
         the Company (whether alone or with others and whether patentable or
         unpatentable hereinafter called "Inventions") and shall assign to the
         Company his entire right, title and interest in and to the Inventions.
         Executive shall take all reasonable action requested by the Company to
         protect, obtain title to and/or patent in any country in the name of
         the Company or its nominee, any of such Inventions, including execution
         and delivery of all applications, assignments and other papers deemed
         necessary by the Company, provided he is reimbursed reasonable expenses
         incurred by him in so doing.

                                     - 3 -

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9.       Limited Non-Competition. During Executive's employment and thereafter
         if said employment should end for whatever reason, it is very important
         to the Company to protect its legitimate business interests by
         restricting Executive's ability to compete with the Company in a
         limited manner. Therefore, this provision is drafted narrowly so as to
         be able to safeguard the Company's legitimate business interests while
         not unreasonably interfering with Executive's ability to obtain
         alternate employment. Executive acknowledges that this limited
         non-competition provision is not an attempt to prevent him from
         obtaining other employment.

         (a)      During At-Will Employment By Company. During Executive's
                  employment by the Company, Executive shall not, directly or
                  indirectly, have any ownership interest in, work for, advise,
                  manage, or act as an agent or consultant for, or have any
                  business connection or business or employment relationship
                  with any person or entity that competes with the Company or
                  that contemplates competing with the Company without the prior
                  written approval of an executive officer of the Company.

         (b)      During Two Year Post-Employment Period. For a period of two
                  (2) years after Executive's separation from the Company
                  (regardless of the reason for the separation), he shall not:

                  (i)      directly or indirectly have any ownership interest in
                           any entity or person engaged in research,
                           development, production, sale or distribution of a
                           product or service which competes with or is
                           substantially similar to any product or service in
                           research, development or design, or manufactured,
                           produced, sold or distributed by the Company, within
                           the geographical area in which Executive has been
                           performing services on behalf of the Company or for
                           which he has been assigned responsibility at anytime
                           within the twenty-four (24) months preceding his
                           separation.

                  (ii)     within the geographical area in which Executive has
                           been performing services on behalf of the Company or
                           for which he has been assigned responsibility at
                           anytime within the twenty-four (24) months preceding
                           his separation, directly or indirectly in any
                           competitive capacity, work for, advise, manage, or
                           act as an agent or consultant for or have any
                           business connection or business or employment
                           relationship with any entity or person engaged in
                           research, development, production, sale or
                           distribution of a product or service which competes
                           with or is substantially similar to any product or
                           service in research, development or design, or
                           manufactured, produced, sold or distributed by the
                           Company.

                  (iii)    directly or indirectly market, sell or otherwise
                           provide any products or services which are
                           competitive with or substantially similar to any
                           product or service in research, development or
                           design, or manufactured, produced, sold or
                           distributed by the Company, to any customer of the
                           Company with whom Executive has had contact (either
                           directly or indirectly) or over which he has had
                           responsibility at any time during the twenty-four
                           (24) months preceding his separation.

         (c)      In the event that Executive worked for the Company less than a
                  total of twenty-four (24) months prior to separation, the
                  limited non-competition of sections 9(b)(i) - (iii) above
                  shall remain in effect the longer of --

                  (i)      six (6) months, or

                                     - 4 -

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                  (ii)     the term of Executive's employment with the Company
                           (e.g., if Executive worked for the Company for ten
                           (10) months, the limited non-competition provisions
                           apply for ten (10) months post separation).

         (d)      Executive acknowledges that after termination of this
                  Agreement, he will inevitably possess trade secrets and
                  confidential data of the Company which he would inevitably use
                  if he were to engage in conduct prohibited as set forth above
                  and such use would be unfair to and extremely detrimental to
                  the Company and in view of the benefits provided him in this
                  Agreement, such conduct on his part would be inequitable.
                  Accordingly, Executive separately and severally covenants for
                  the benefit of the Company to keep each of the covenants
                  described in the foregoing provisions of Paragraph 9 above
                  throughout the two year period specified above.

         (e)      Publicly Traded Stock. Nothing in the foregoing provisions of
                  Paragraph 9 prohibits Executive from purchasing for investment
                  purposes only, any stock or corporate security traded or
                  quoted on a national securities exchange or national market
                  system, so long as such ownership does not violate the
                  Hillenbrand Industries, Inc. Handbook of Ethical Business
                  Conduct.

         (f)      Maximum Application. In the unlikely event that a court of
                  competent jurisdiction were to determine that any portion of
                  this limited non-competition provision is unenforceable, then
                  the parties agree that the remainder of the limited
                  non-competition provision shall remain valid and enforceable
                  to the maximum extent possible.

10.      Other Limited Prohibitions. During Executive's employment by the
         Company and for two (2) years post-separation (for whatever reason) or
         the length of Executive's tenure whichever is less (but in no event
         less than six (6) months), Executive shall not:

         (a)      Request or advise any customer of the Company, or any person
                  or entity having business dealings with the Company, to
                  withdraw, curtail or cease such business with the Company;

         (b)      Disclose to any person or entity the identities of any
                  customers of the Company, or the identity of any persons or
                  entities having business dealings with the Company; or

         (c)      Directly or indirectly influence or attempt to influence any
                  other employee of the Company to separate from the Company.

11.      Consent to Reasonableness. In light of Executive's knowledge of an
         access to the Company's Confidential Information, the Executive and the
         Company expressly agree that the terms of the foregoing limited
         non-competition and non-solicitation provisions are reasonable and
         necessary to protect the Company's legitimate business interests and do
         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. Further, Executive acknowledges that any alleged
         breach by the Company of any contractual, statutory or other obligation
         shall not excuse or terminate his obligations hereunder or otherwise
         preclude the Company from seeking injunctive or other relief.

12.      Scope of Restrictions. If the scope of any restriction contained in any
         preceding paragraphs of this Agreement is too broad to permit
         enforcement of such restriction to its fullest extent then

                                     - 5 -

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         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.

13.      Specific Enforcement/Injunctive Relief. Executive agrees that it would
         be difficult to measure damages to the Company from any breach of the
         covenants contained in Paragraphs 7 through 10, but that such damages
         from any breach would be great, incalculable and irremedial, and that
         damages would be an inadequate remedy. Accordingly, Executive agrees
         that the Company may have specific performance of the terms of this
         Agreement in any court having jurisdiction. In addition, if Executive
         violates the provisions of Paragraphs 9 or 10, Executive agrees that
         any period of such violation shall be added to the term of the
         restriction. For example, if Executive violates the non-competition
         provision for three months, the Company shall be entitled to enforce
         the non-competition provision for two years and three months
         post-separation. In determining the period of any violation, the
         parties stipulate that in any calendar month in which Executive engages
         in any activity violative of the provisions of Paragraphs 9 or 10,
         Executive is deemed to have violated such provision for the entire
         month, and that month shall be added to the duration of the
         non-competition provision as set out above. The parties agree however,
         that specific performance and the "add back" remedies described above
         shall not be the exclusive remedies, and the Company may enforce any
         other remedy or remedies available to it either in law or in equity
         including but not limited to temporary, preliminary, and/or permanent
         injunctive relief. Executive further agrees that the Company shall be
         entitled to an award of all costs and attorneys' fees incurred by it to
         enforce the terms of this Agreement.

14.      Severability. 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.

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

16.      Governing Law. This Agreement shall be construed in accordance with the
         laws of the State of Indiana. The parties expressly agree that it is
         appropriate for Indiana law to apply: (1) to the interpretation of this
         Agreement; (2) to any disputes arising out of this Agreement; and (3)
         to any disputes arising out of the employment relationship of the
         parties.

17.      Choice of Forum. The Company is based in Indiana, and Executive
         understands and acknowledges the Company's desire and need to defend
         any litigation against it in Indiana. Accordingly, the parties agree
         that any claim of any type brought by Executive against the Company or
         any of its employees or agents 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 him, the Company may
         need to prosecute such litigation in his forum state, in the State of
         Indiana, or in such other state where Executive is subject to personal
         jurisdiction. Accordingly, the parties agree that the Company can
         pursue any claim against Executive in any forum in which Executive is
         subject to personal jurisdiction. Executive specifically consents to
         personal jurisdiction in the State of Indiana, as well as any state in
         which resides a customer assigned to him.

                                     - 6 -

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18.      Successors and Assigns. The rights and obligations of the Company under
         this Agreement shall inure to its benefit, its successors and
         affiliated companies and shall be binding upon the successors and
         assigns of the Company. This Agreement, being personal to Executive,
         cannot be assigned by Executive, but his personal representative shall
         be bound by all its terms and conditions.

19.      Assignment-Waiver-Notices. The rights and obligations of the Company
         under this Agreement shall inure to the benefit of its successors and
         affiliated companies and shall be binding upon the successors and
         assignees of the Company. This Agreement, being personal to the
         Executive, cannot be assigned by Executive, but his personal
         representative shall be bound by all its terms and conditions. The
         waiver by the Company of breach of any provision of this Agreement by
         Executive shall not be construed as a waiver of any subsequent breach
         by Executive. Any notice hereunder shall be sufficient if in writing
         and mailed to the last known residence of Executive or to the Company
         at its principal office.

20.      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. Nothing in this Agreement
         shall be construed as a limitation upon the Company's right to modify
         or amend any of its manuals at its sole discretion and any such
         modification or amendment which pertains to matters addressed herein
         shall be deemed to be incorporated in and made a part of this
         Agreement.

21.      Complete Agreement. This Agreement constitutes the entire employment
         agreement of the parties and supersedes all prior employment agreements
         addressing the terms, conditions, and issues contained herein. Nothing
         in this Agreement, however, affects any separate written agreements
         addressing other terms and conditions and issues (by way of example
         only, the Inventions, Improvements, Copyrights and Trade Secrets
         Agreement).

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

EXECUTIVE                                     HILL-ROM, INC.

_______________________________               By: ______________________________

                                     - 7 -

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                                                                       Exhibit A

                        SEPARATION AND RELEASE AGREEMENT

         THIS SEPARATION and RELEASE AGREEMENT ("Agreement") is entered into by
and between [Employee's Full Name] ("Employee") and [Name of Operating Company]
("Company"). To wit, the Parties agree as follows:

1.       Employee's active employment by the Company shall terminate effective
         [date of termination] (Employee's "Effective Termination Date"). As of
         that date, all Company benefits and obligations shall terminate except
         as specifically provided by this Agreement. Employee agrees that the
         Company shall have no other obligations or liabilities to him and that
         his receipt of the severance benefits provided herein shall constitute
         a complete settlement and satisfaction of any and all claims he 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 pay, inclusive of any notice pay obligations, to be
                  paid at the bi-weekly rate of $_______, less applicable
                  deductions, for a period of [weeks of separation] (___) weeks
                  following the date of termination or until Employee becomes
                  employed again, whichever first occurs;

         (ii)     Payment for any earned but unused vacation as of [date of
                  termination]; and

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

         The above Severance Benefits shall be paid in accordance with the
         Company's standard payroll practices 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.

3.       As of the Effective Termination Date, Employee will become ineligible
         to participate in the Company's health insurance program and
         continuation of coverage requirements under COBRA will be triggered at
         that time. However, as additional consideration for the promises and
         obligations contained herein, and provided Employee completes the
         applicable election of coverage forms, the Company further agrees to
         pay the cost of such continued coverage under the Company's health care
         program until the above-referenced Severance Pay terminates.
         Thereafter, if applicable, coverage will be made available to Employee
         at his sole expense for the remaining months of the COBRA coverage
         period made available pursuant to applicable law. The medical insurance
         provided herein does not include any disability coverage.

4.       Should Employee become employed before the above-referenced Severance
         Benefits are exhausted or terminated, Employee agrees to so notify the
         Company in writing within three (3) business days of Employee's
         acceptance of such employment, providing the name of such employer as
         well as the anticipated start date.

5.       It is understood by the Parties that, unless it is specifically stated
         otherwise, nothing in this Agreement shall affect any rights Employee
         may have under any Profit Sharing and Savings Plan (401(k)) and/or
         Pension Plan provided by the Company as of the date of his termination,
         such items to be governed by the terms of the applicable plan
         documents.

<PAGE>

6.       In exchange for the foregoing Severance Benefits, [EMPLOYEE'S FULL
         NAME] on behalf of himself, his heirs, representatives, agents and
         assigns hereby COVENANTS NOT TO SUE, RELEASES, INDEMNIFIES, HOLDS
         HARMLESS, and FOREVER DISCHARGES (i) [Name of Operating Company], (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.; 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
         or harassment on any basis; (vi) any claims arising from any legal
         restrictions on an employer's right to separate its employees; (vii)
         any claims for personal injury, compensatory or punitive damages or
         other forms of relief; and (viii) all other causes of action sounding
         in contract, tort or other common law basis, including (a) the breach
         of any alleged oral or written contract, (b) negligent or intentional
         misrepresentations, (c) wrongful discharge, (d) just cause dismissal,
         (e) defamation, (f) interference with contract or business relationship
         or (g) negligent or intentional infliction of emotional distress.

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). Accordingly,
         Employee hereby acknowledges that:

         (a)      He has carefully read and fully understands all of the
                  provisions of this Agreement and that he has entered into this
                  Agreement knowingly and voluntarily;

         (b)      The Severance Benefits offered in exchange for Employee's
                  release of claims exceed in kind and scope that to which he
                  would have otherwise been legally entitled;

         (c)      Prior to signing this Agreement, Employee had been advised in
                  writing and given an opportunity to consult with an attorney
                  of his choice concerning its terms and conditions; and

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

9.       The Parties agree that nothing contained herein shall purport to waive
         or otherwise affect any of Employee's rights or claims which may arise
         after this Agreement is signed by him.

                                     - 2 -

<PAGE>

10.      The Parties agree that this Agreement shall not become effective and
         enforceable until seven (7) calendar days after its execution by
         Employee or Employee's last day of active employment, whichever occurs
         last. Employee may revoke this Agreement for any reason by providing
         written notice of such intent to the Company within seven (7) days
         after he has signed this Agreement, thereby forfeiting Employee's right
         to receive any Severance Benefits provided hereunder and rendering this
         Agreement null and void in its entirety.

11.      Employee hereby affirms and acknowledges his continued obligations to
         comply with the post-termination covenants contained in his 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
         ___ or has otherwise been provided to him and, to the extent not
         inconsistent with the terms of this Agreement, 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.

12.      On or before [date of termination], Employee agrees to return to the
         Company the original and all copies of all things in his possession or
         control relating to the Company or its business, including but not
         limited to any and all contracts, reports, memoranda, correspondence,
         manuals, forms, records, designs, budgets, contact information or lists
         (including customer, vendor or supplier lists), ledger sheets or other
         financial information, drawings, plans (including, but not limited to,
         business, marketing and strategic plans), personnel or other business
         files, computer hardware, software, or access codes, door and file
         keys, identification, credit cards, pager, phone, and any and all other
         physical, intellectual, or personal property of any nature that he
         received, prepared, helped prepare, or directed preparation of in
         connection with his employment with the Company. Nothing contained
         herein shall be construed to require the return of any non-confidential
         and de minimis items regarding Employee's pay, benefits or other rights
         of employment such as pay stubs, W-2 forms, 401(k) plan summaries,
         benefit statements, etc.

13.      Employee agrees not to discuss or disclose, directly or indirectly, any
         proprietary or confidential information regarding the Company without
         its express written consent. Employee further 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.

14.      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.

15.      Employee specifically agrees and understands that the existence and
         terms of this Agreement are strictly CONFIDENTIAL and that such
         confidentiality is a material term of this Agreement. Accordingly,
         except as required by law or unless authorized to do so by the Company
         in writing, Employee agrees that he shall not communicate, display or
         otherwise reveal any of the contents of this Agreement to anyone other
         than his spouse, legal counsel or financial advisor provided, however,
         that they are first advised of the confidential nature of this
         Agreement and Employee obtains their agreement to be bound by the same.
         The Company agrees that Employee may respond to legitimate inquiries
         regarding the termination of his employment by stating that the Parties
         have terminated their relationship on an amicable basis and that the
         Parties have entered

                                     - 3 -

<PAGE>

         into a Confidential Separation and Release Agreement which prohibits
         him from further discussing the specifics of his separation. [Nothing
         contained herein shall be construed to prevent Employee from discussing
         or otherwise advising subsequent employers of the existence of any
         obligations as set forth in his Employment Agreement. Further,] nothing
         contained herein shall be construed to limit or otherwise restrict the
         Company's ability to disclose the terms and conditions of this
         Agreement as it sees fit in its sole discretion.

16.      In the event that Employee breaches or threatens to breach any
         provision of this Agreement, he agrees that the Company shall be
         entitled to discontinue providing any additional Severance Benefits and
         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, Employee agrees that the Company shall be
         entitled to an award of all costs and attorneys' fees incurred by the
         Company in any 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 which is subject to the foregoing General Release, or breaches
         the above Confidential provision, Employee agrees to immediately
         reimburse the Company for the value of all benefits received under this
         Agreement.

17.      Employee acknowledges that this Agreement is entered into solely for
         the purpose of terminating his 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.

18.      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.

19.      This Agreement shall be governed by and interpreted in accordance with
         the laws of the State of Indiana.

20.      Employee represents and acknowledges that in signing this Agreement he
         does not rely, and has not relied, upon any representation or statement
         made by the Company or by any of the Company's employees, officers,
         agents, stockholders, directors or attorneys with regard to the subject
         matter, basis or effect of this Agreement other than those specifically
         contained herein.

21.      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.

                                     - 4 -

<PAGE>

               PLEASE READ CAREFULLY. THIS SEPARATION AND RELEASE
                  AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL
                            KNOWN AND UNKNOWN CLAIMS.

         IN WITNESS WHEREOF, the Parties have themselves signed, or caused a
duly authorized agent thereof to sign, this Agreement on their behalf and
thereby acknowledge their intent to be bound by its terms and conditions.

"EMPLOYEE"                                    [NAME OF OPERATING COMPANY]

Signed: ______________________________        By: ______________________________

Printed: _____________________________        Title: ___________________________

Dated: _______________________________        Dated: ___________________________

                                     - 5 -

<PAGE>
December 22, 2003



R. Ernest Waaser
Hill-Rom, Inc.
1069 State Route 46 East
Batesville, Indiana 47006


Dear Ernest:

Re: Amendment to Employment Agreement

         This is to confirm that, notwithstanding anything in Paragraphs 5 and
16 of the Employment Agreement dated December 19, 2000, between you and
Hill-Rom, Inc, 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 16 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 Termination 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


</TEXT>
</DOCUMENT>
