HILLENBRAND INDUSTRIES INC, DEF 14A, 1995-03-01

HILLENBRAND INDUSTRIES INC
DEF 14A, 1995-03-01
MISCELLANEOUS MANUFACTURING INDUSTRIES

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a Party other than the Registrant /X/

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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<PAGE>

HILLENBRAND INDUSTRIES

NOTICE OF ANNUAL MEETING

TO BE HELD APRIL 11, 1995

The annual meeting of shareholders of Hillenbrand Industries, Inc., an
Indiana corporation, 700 State Route 46 E., Batesville, Indiana 47006-8835, will
be held at the Sherman House in Batesville, Indiana, on Tuesday, April 11, 1995,
at 10:00 o'clock a.m., local time, for the following purposes:

(1) To elect three members to the Board of Directors;

(2) To approve amendments to and the restatement of the Hillenbrand
Industries, Inc. Senior Executive Compensation Program;

(3) To ratify the appointment of Price Waterhouse as independent
auditors of Hillenbrand Industries, Inc.; and

(4) To transact such other business as may properly come before the
meeting and any adjournment of the meeting.

The Board of Directors has fixed the close of business on February 10,
1995, as the record date for determining which shareholders are entitled to
notice of and to vote at the meeting.

By Order of the Board of Directors

Mark R. Lindenmeyer
Secretary

March 2, 1995

<PAGE>

CONTENTS

PAGE

VOTING 1
ELECTION OF DIRECTORS 2

ABOUT THE BOARD OF DIRECTORS (INCLUDING DIRECTOR COMPENSATION) 7

APPROVAL OF AMENDMENTS TO AND RESTATEMENT OF
THE SENIOR EXECUTIVE COMPENSATION PROGRAM 9

RATIFICATION OF APPOINTMENT OF AUDITORS 11

EXECUTIVE COMPENSATION
-SUMMARY COMPENSATION TABLE 12
-LONG TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR 13
-COMPENSATION COMMITTEES' REPORT 14

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 21

COMPANY STOCK PERFORMANCE 22

RETIREMENT PLANS 22

COST OF SOLICITATION 24

SHAREHOLDER PROPOSALS 24

INCORPORATION BY REFERENCE 24

EXHIBIT A - HILLENBRAND INDUSTRIES, INC. SENIOR EXECUTIVE
COMPENSATION PROGRAM, AS AMENDED AND RESTATED

<PAGE>

HILLENBRAND INDUSTRIES

PROXY STATEMENT

The enclosed proxy is solicited by the Board of Directors of Hillenbrand
Industries, Inc. (the "Company"), 700 State Route 46 E., Batesville, Indiana
47006-8835 [telephone (812) 934-7000], for use at the annual meeting of its
shareholders to be held at the Sherman House in Batesville, Indiana, on April
11, 1995, at 10:00 a.m., local time, and at any adjournments of the meeting, and
was mailed initially to shareholders on or about March 2, 1995. All shares
represented by these proxies will be voted at this meeting in accordance with
instructions given by shareholders. Where no instructions are given the shares
will be voted (1) in favor of the election of the Board of Directors' nominees
for three directors; (2) in favor of the approval of amendments to and the
restatement of the Senior Executive Compensation Program; (3) in favor of the
ratification of the appointment of Price Waterhouse as independent auditors of
the Company; and (4) in the discretion of the proxy holder upon such other
business as may properly come before the meeting.

The purpose of the annual meeting is to vote upon the matters set forth
above. The Board of Directors is not aware of any other business which may come
before the meeting. A shareholder executing and delivering the enclosed proxy
may revoke it by giving a later proxy, notifying the Secretary of the Company in
writing, or voting in person at the Annual Meeting.

VOTING

The close of business on February 10, 1995, has been fixed as the record
date for determining which shareholders are entitled to notice of and to vote at
the annual meeting. On February 10, 1995, there were 70,806,267 shares of the
Company's common stock issued and outstanding. Each share of common stock is
entitled to one vote with respect to every matter submitted to a vote at the
meeting. Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the election inspectors appointed for the meeting.

VOTES NECESSARY TO ADOPT PROPOSALS. A plurality of the votes cast is
required for election of Directors. Directors are elected by a plurality of the
votes cast by shareholders entitled to vote at a meeting at which a quorum is
present. The approval of the amendments to and restatement of the Senior
Executive Compensation Program requires the affirmative vote of the holders of a
majority of the outstanding common shares present in person or by proxy and
entitled to vote. The affirmative vote of the holders of a majority of the
votes cast is required for the ratification of the appointment of the auditors.

A majority of the shares issued and outstanding constitutes a quorum.
Under Indiana law, once a share is represented for any purpose at a meeting it
is deemed present for quorum purposes for the remainder of the meeting. For
matters other than the approval of the amendments to and restatement of the
Senior Executive Compensation Program, abstentions, broker non-votes and
instructions on a proxy to withhold authority to vote for one or more of the
director nominees will result in fewer votes being cast with respect to a
particular issue or nominee. With respect to the approval of the amendments to
and restatement of the Senior Executive Compensation Program, abstentions will
have the same effect as a vote against such issue and broker non-votes will
not be treated as shares entitled to vote and will therefore have no effect.

<PAGE>

ELECTION OF DIRECTORS

The Articles of Incorporation and the Code of By-laws of the Company
provide that members of the Board of Directors shall be classified with respect
to the terms which they shall serve by dividing them into three classes. Each
class consists of three or four members. At the upcoming annual meeting, three
members of the Board of Directors in Class II shall be elected for a three year
term expiring at the 1998 annual meeting, or until their successors are duly
elected and qualified. The four directors in Class III and Class I were each
previously elected to three year terms expiring at the 1996 and 1997 annual
meetings, respectively.

The enclosed proxy, unless authority is withheld, will be voted in favor of
electing as directors the nominees listed for the terms indicated. If any one
or more of these nominees should be unable to serve, the enclosed proxy may be
voted for a substitute nominee selected by the Board of Directors or the Board
of Directors may amend the Code of By-laws of the Company to reduce the number
of directors.

NOMINEES: CLASS II

To be elected to serve three year terms expiring at the 1998 annual meeting:

SERVED AS SHARES (11)
A BENEFICIALLY OWNED PERCENT OF TOTAL
DIRECTOR AS OF FEBRUARY 10, SHARES
NAME AGE PRINCIPAL OCCUPATION SINCE 1995 OUTSTANDING
<S> <C> <C> <C> <C> <C>
LAWRENCE R. BURTSCHY 58 PRESIDENT OF L.R. 1970 6,021,296(2)(9) 8.5%
BURTSCHY & COMPANY

DANIEL A. HILLENBRAND 71 CHAIRMAN OF THE BOARD 1969 2,001,472(3)(9) 2.8%
OF THE COMPANY

RAY J. HILLENBRAND 60 PERSONAL INVESTMENTS 1970 2,581,415(4)(9) 3.6%
</TABLE>

DIRECTORS:
CLASS III

Serving three year terms expiring at the 1996 annual meeting:

SERVED AS SHARES(11)
A BENEFICIALLY OWNED PERCENT OF TOTAL
DIRECTOR AS OF FEBRUARY 10, SHARES
NAME AGE PRINCIPAL OCCUPATION SINCE 1995 OUTSTANDING
<S> <C> <C> <C> <C> <C>
JOHN C. HANCOCK 65 CONSULTANT 1980 13,000(10) (1)

GEORGE M. HILLENBRAND II 55 PERSONAL INVESTMENTS 1986 6,033,664(5)(9) 8.5%

JOHN A. HILLENBRAND II 63 PERSONAL INVESTMENTS 1981(6) 4,235,718(7)(9) 6.0%

LONNIE M. SMITH 50 SENIOR EXECUTIVE VICE 1981 131,173 (1)
PRESIDENT OF THE COMPANY
</TABLE>

<PAGE>

CLASS I

Serving three year terms expiring at the 1997 annual meeting:

SERVED AS SHARES (11)
A BENEFICIALLY OWNED PERCENT OF TOTAL
DIRECTOR AS OF FEBRUARY 10, SHARES
NAME AGE PRINCIPAL OCCUPATION SINCE 1995 OUTSTANDING
<S> <C> <C> <C> <C> <C>
PETER F. COFFARO 66 CHAIRMAN OF THE BOARD PABCO 1987 48,936 (1)
FLUID POWER CO., OHIO VALLEY
FLOORING, AND ANCHOR FLANGE
COMPANY

EDWARD S. DAVIS 63 PARTNER; HUGHES HUBBARD 1974 4,000(10) (1)
& REED, ATTORNEYS

LEONARD GRANOFF 68 PRESIDENT OF KOFFLER CORPORATION 1978 25,000 (1)

W AUGUST HILLENBRAND 54 PRESIDENT AND CHIEF EXECUTIVE 1972 3,507,555(8) 5.0%
OFFICER OF THE COMPANY (9)(10)
</TABLE>

STOCK OWNERSHIP OF OTHER NAMED EXECUTIVE OFFICERS:
<TABLE>
<CAPTION>

SHARES(11) PERCENT OF TOTAL
BENEFICIALLY OWNED AS OF SHARES
NAME AGE PRINCIPAL OCCUPATION FEBRUARY 10, 1995 OUTSTANDING
<S> <C> <C> <C> <C>
TOM E. BREWER 56 SENIOR VICE PRESIDENT, CHIEF 32,869(10) (1)
FINANCIAL OFFICER & TREASURER

MARK R. LINDENMEYER 48 VICE PRESIDENT, GENERAL 3,661 (1)
COUNSEL & SECRETARY

JAMES G. THORNE 53 VICE PRESIDENT-HUMAN 1,012 (1)
RESOURCES

ALL DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AS A GROUP, 19,840,626(2)(3)(4)(5) 28.0%
INCLUDING THOSE LISTED ABOVE, CONSISTING OF 20 PERSONS. (7)(8)(9(10)

<FN>
(1) Ownership of less than one percent (1%) of the total shares outstanding.

(2) Includes 4,844,920 shares owned of record by trusts, of which Lawrence R.
Burtschy is co-trustee, for the benefit of certain members of the Daniel A.
Hillenbrand and George C. Hillenbrand families; and 962,006 shares owned of
record and beneficially by his wife, Elisabeth H. Burtschy. Mr. Burtschy
disclaims beneficial ownership of these shares.

(3) Includes 72,400 shares held of record and beneficially owned by Daniel A.
Hillenbrand's wife, Mary H. Hillenbrand. Mr. Hillenbrand disclaims
beneficial ownership of these shares.

(4) Includes 842,011 shares held of record by trusts, of which Ray J.
Hillenbrand is trustee, for the benefit of certain members of the
Hillenbrand family (other than Mr. Hillenbrand); 15,975 shares held of
record by a charitable foundation, of which Mr. Hillenbrand is a trustee;
and 1,530,120

<PAGE>

shares held of record by family partnerships for the benefit of other
members of his immediate family. Mr. Hillenbrand disclaims beneficial
ownership of these shares.

(5) Includes 4,844,920 shares owned of record by trusts, of which George M.
Hillenbrand II is co-trustee, for the benefit of Mr. Hillenbrand and other
members of his immediate family. Mr. Hillenbrand disclaims beneficial
ownership of these shares.

(6) John A. Hillenbrand II previously served as a Director of the Company from
1972 to 1979.

(7) Includes 2,064 shares held of record by John A. Hillenbrand II as custodian
for the benefit of a minor child under the Uniform Gifts to Minors Act;
16,240 shares held of record by his wife, Joan L. Hillenbrand; 633,482
shares held of record by trusts, of which Mr. Hillenbrand is trustee, for
the benefit of his children and grandchildren; and 2,618,392 shares held of
record by a family partnership for the benefit of other members of his
immediate family. Mr. Hillenbrand disclaims beneficial ownership of these
shares.

(8) Includes 1,550,268 shares owned of record by trusts, of which W August
Hillenbrand is trustee or co-trustee; and 688,716 shares owned of record by
a family partnership for the benefit of members of his family (including
Mr. Hillenbrand). Also includes 217,174 shares owned of record and
beneficially by his wife, Nancy K. Hillenbrand; 68,017 shares held of
record by a charitable trust, of which Mr. Hillenbrand is a co-trustee; and
229,888 shares held by a limited partnership, of which Mr. Hillenbrand is a
limited partner. Mr. Hillenbrand disclaims beneficial ownership of these
shares.

(9) John A. Hillenbrand II and Ray J. Hillenbrand are brothers. John A., Ray
J., W August and George M. Hillenbrand II are nephews of Daniel A.
Hillenbrand. Lawrence R. Burtschy is a son-in-law of George C.
Hillenbrand, deceased, brother of Daniel A. Hillenbrand.

(10) Does not include deferred compensation in the form of deferred shares of
common stock held on the books and records of the Company in the following
amounts: Tom E. Brewer - 8,301 shares; George E. Brinkmoeller - 12,511
shares; Edward S. Davis - 2,293 shares; John C. Hancock - 1,940 shares; and
W August Hillenbrand - 139,533 shares.

(11) The Company's only class of equity securities outstanding is Common Stock
without par value. The Company is not aware of any person, other than
members of the Hillenbrand family as indicated herein, beneficially owning
more than 5 percent of the Company's Common Stock, except as set forth in
"Stock Ownership of Other Beneficial Owners."
</TABLE>

Daniel A. Hillenbrand has been Chairman of the Board since 1972. Mr.
Hillenbrand served as President of the Company from 1972 through October 20,
1981, and as Chief Executive Officer from 1972 through April 11, 1989. Mr.
Hillenbrand had been employed by the Company throughout his business career
until his retirement on April 30, 1989.

W August Hillenbrand has been President of the Company since October 21,
1981 and was elected Chief Executive Officer of the Company on April 11, 1989.
Mr. Hillenbrand has been employed by the Company throughout his business career.
He is also a director of DPL, Inc. of Dayton, Ohio.

George M. Hillenbrand II has devoted his business career to the management
of personal and family investments.

<PAGE>

John A. Hillenbrand II has managed personal and family investments since
1979. He is also a director of PSI Energy of Plainfield, Indiana, CINergy Corp.
of Cincinnati, Ohio and National City Bank, of Indianapolis, Indiana. Mr.
Hillenbrand was employed by and active in the management of the Company prior to
his resignation as an officer in 1979. He is also chairman, vice chairman, or a
director of several privately owned companies.

Ray J. Hillenbrand has been engaged in the management of personal and
family investments for much of his career. Mr. Hillenbrand was employed by and
active in the management of the Company prior to his resignation as an officer
in 1977.

Mr. Burtschy is President of L.R. Burtschy & Company, an investment
management company, and has been so engaged since 1969. Mr. Burtschy is also a
director of Skyline Chili, Inc. of Cincinnati, Ohio, and a director or partner
of several privately owned companies.

Mr. Coffaro, a mechanical engineer, has devoted his career to the
development of a number of manufacturing and distribution businesses. He is a
director of several privately owned companies located in Cincinnati, Ohio.

Mr. Davis, a partner in Hughes Hubbard & Reed, a New York law firm, has
practiced law during his entire professional career. He is also a director of
Cognitronics Corporation of Danbury, Connecticut.

Mr. Granoff is President and director of Koffler Corporation, a privately
owned investment company in Providence, Rhode Island.

Dr. Hancock, who holds a Ph.D. in Electrical Engineering, is a consultant.
Until 1988, he was Executive Vice President for Corporate Development and
Technology of United Telecommunications, Inc. (Sprint).

Mr. Smith has been Senior Executive Vice President since 1982 and has been
employed by the Company or its subsidiaries in various offices since 1976.

Under Section 16(a) of the Securities Exchange Act of 1934, the Company's
directors, its executive officers and any person holding more than ten percent
of the Company's common stock are required to file reports of ownership and any
changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. The Company is required to report in this proxy statement
any failure to file or late filing occurring during 1994. Based solely on
reports and other information from reporting persons, the Company believes that
all of these filing requirements were satisfied by its directors, executive
officers and ten percent beneficial owners, except that one report was filed
late covering two gifts by W August Hillenbrand and two automatic distributions
from trusts.

STOCK OWNERSHIP OF OTHER BENEFICIAL OWNERS:

Based solely on information as of December 31, 1994 in a Schedule 13G filed
by Banc One Corporation ("Banc One"), 100 East Broad Street, Columbus, Ohio
43271 with the Securities and Exchange Commission, dated February 14, 1995 and
received by the Company on February 16, 1995, Banc One beneficially owned
3,619,682 shares of the Company's common stock, including shares held in various
agency and trust accounts, representing approximately 5.09% of the Company's
outstanding

<PAGE>

common stock. Banc One has sole voting power with respect to 849,474 shares,
shared voting power with respect to 800 shares, sole investment power with
respect to 1,251,738 shares and shared investment power with respect to
2,367,944 shares.

ABOUT THE BOARD OF DIRECTORS
(INCLUDING DIRECTOR COMPENSATION)

The Board of Directors has the following standing committees: an Executive
Committee, a Finance Committee, an Audit Committee, a Compensation Committee and
a Performance Compensation Committee. The Company does not have a nominating
committee. During 1994, the Board of Directors of the Company held four
meetings.

The Executive Committee of the Board of Directors consists of Messrs.
Lawrence R. Burtschy, Daniel A. Hillenbrand (Chairman), George M. Hillenbrand
II, John A. Hillenbrand II, Ray J. Hillenbrand, W August Hillenbrand and Lonnie
M. Smith. The Executive Committee advises the Chief Executive Officer on
business decisions of significant impact and on the business in general.
Subject to limitations provided by law or the Code of By-laws, the Executive
Committee exercises the power and authority of the Board of Directors as may be
necessary during the intervals between meetings of the Board. The Executive
Committee met twelve times during 1994.

The Finance Committee of the Board of Directors consists of Messrs.
Lawrence R. Burtschy, Daniel A. Hillenbrand (Chairman), George M. Hillenbrand
II, John A. Hillenbrand II, Ray J. Hillenbrand and W August Hillenbrand. The
Finance Committee reviews financial policies and procedures of the Company. It
also makes recommendations to the Board of Directors on dividend policy,
issuance and sale or repurchase of Company securities, and the investment of
Company funds, including pension and thrift plans. The Finance Committee also
advises on proposed acquisitions and divestments. During 1994, the Finance
Committee held five meetings.

The Audit Committee of the Board of Directors consists of Messrs. Peter F.
Coffaro, Edward S. Davis (Chairman) and Daniel A. Hillenbrand. The Audit
Committee annually recommends to the Board of Directors of the Company
independent accountants for appointment by the Board of Directors as auditors of
the books, records and accounts of the Company and its subsidiaries. The Audit
Committee reviews the services to be performed by the independent accountants;
makes a determination regarding the possible effect of the performance of such
services on the independence of the principal independent accountants; receives
and reviews the reports submitted by the principal independent accountants of
the Company; and takes such action with respect to such reports as it deems
appropriate. In addition, the Audit Committee determines the duties and
responsibilities of the internal auditing staff; reviews the annual program for
the internal audit of the operational procedures of the Company; receives and
reviews reports submitted by the internal auditing staff; and takes such action
as it deems appropriate to assure that the interests of the Company are
adequately protected, including the maintenance of accounting controls and
standards. During 1994, the Audit Committee held four meetings.

The Compensation Committee of the Board of Directors consists of Messrs.
Peter F. Coffaro, Edward S. Davis (Chairman), Daniel A. Hillenbrand and W August
Hillenbrand. As of January 26, 1995, John Hancock was added to the Committee.
The Compensation Committee annually reviews the performance contributions of the
officers of the Company and makes recommendations to the Board of Directors for
adjustments to the base salaries of those officers. The Compensation Committee
also has general oversight responsibility for other compensation programs of the
Company and reviews the

<PAGE>

structure, cost effectiveness, and competitive position of the Company's
compensation programs. During 1994, the Compensation Committee held three
meetings.

The Performance Compensation Committee (and its Sub-Committee) of the Board
of Directors consists of Messrs. Peter F. Coffaro, Edward S. Davis and Daniel A.
Hillenbrand (Chairman). As of January 26, 1995, John Hancock was added to the
Committee. The Performance Compensation Committee is responsible for the
administration of the Company's Performance Compensation Plan, Restricted Stock
Plan, and Senior Executive Compensation Program, except for those
responsibilities designated to the Sub-Committee under those plans. The
Performance Compensation Committee and/or its Sub-Committee selects
participants, makes awards, establishes specific performance objectives, and
assesses individual and subsidiary performance achievements against those
previously established performance objectives. The Performance Compensation
Committee held three meetings in 1994.

During the Company's fiscal year ended December 3, 1994, each Director who
was not a salaried officer or employee of the Company received an annual fee of
$20,000 and a fee of $2,500 for each Board of Directors meeting attended.
Directors who are members of the Audit, Finance, and Compensation Committees
received $1,000 for each committee meeting attended. Directors were reimbursed
for expenses incurred as a result of attendance at Board or committee meetings.
Directors of the Company may defer receipt of directors' fees otherwise payable
to them by the Company.

Daniel A. Hillenbrand has entered into a Consulting Agreement with the
Company under which he is to provide consulting and advisory services to the
Company, including advice on acquisitions and capital expenditures, until May
31, 1999, for which he receives an annual consulting fee of $505,289, as well as
certain pension, health care, insurance and other benefits which totaled $96,853
during 1994. Mr. Hillenbrand retired from the Company on April 30, 1989, but
continues to serve as Chairman of the Board.

In connection with the Company's stock repurchase program, the Company
purchased shares of common stock of the Company from the following during the
past year: 89,100 shares from the estate of Mildred J. Hillenbrand, of which
John A. Hillenbrand II and Ray J. Hillenbrand were co-executors, at $40.25 per
share; 50,000 shares from Lonnie M. Smith at $38.00 per share; 40,000 shares
from each of Diane Hillenbrand and Claire Hillenbrand (daughters of Daniel A.
Hillenbrand) at $29.625 per share; and 12,500 shares from Peter F. Coffaro at
$29.75 per share.

APPROVAL OF AMENDMENTS TO AND RESTATEMENT OF
THE SENIOR EXECUTIVE COMPENSATION PROGRAM

The Company seeks shareholder approval of amendments to and the restatement
of the Company's Senior Executive Compensation Program, as amended and restated
(the "Program"). The Program provides for varying forms of incentive and
deferred compensation to a limited number of key executives of the Company and
its subsidiaries, who contribute by their imagination, resourcefulness, skills,
and insight to the business objectives of the Company. A limited version of the
Program was first implemented in fiscal year 1978 and the Program was amended
and restated in 1991, at which time it was approved by the shareholders.

See "Compensation Committees' Report - Incentive Compensation" for a
description of the Program. The full text of the Program is attached to this
Proxy Statement as Exhibit A. The description of the Program contained in this
Proxy Statement is qualified in its entirety by reference to Exhibit A.

<PAGE>

Because the Board of Directors believes that the value of the Company to
its shareholders is necessarily dependent upon the Company's ability to attract
and retain qualified key executives and to provide incentives to such key
executives, the Board of Directors adopted the proposed amendments to and
restatement of the Program on April 5, 1994, subject to shareholder approval, so
as to further define and enhance it and make it more effective as an incentive
to reach corporate goals.

The principal change made to the Program by the amendment and restatement
is the addition of a category of participants that will permit broader
participation in the Program. In addition, the performance opportunity under
the long term program has been increased, but under certain conditions a portion
of long term performance compensation (i) is required to be deferred until the
participant reaches age 62 or retires, except upon death, and (ii) is subject to
certain restrictions including the possibility of forfeiture based on employment
status during the three years following the completion of the three-year
performance cycle.

Because the awards under the Program are subject to the Company's future
performance and/or share price, the value of future awards is not determinable.
No compensation was paid under the Program to executive officers of the Company
with respect to periods ending December 3, 1994, and the proposed amendments to
the Program would not have had an effect on that result. See "Compensation
Committees' Report - Incentive Compensation" for more information.

The Board of Directors believes that the Program has been and will continue
to be an important incentive for key executives and that continuation of the
Program, as amended, is in the best interests of the shareholders and the
Company.

The affirmative vote of the holders of a majority of the outstanding shares
of the common stock of the Company present in person or by proxy and entitled to
vote is required to approve the amendments to and restatement of the Program.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENTS
TO AND THE RESTATEMENT OF THE SENIOR EXECUTIVE COMPENSATION PROGRAM.

RATIFICATION OF APPOINTMENT OF AUDITORS

Subject to shareholder ratification, the Board of Directors of the Company
has appointed the firm of Price Waterhouse, certified public accountants, as
independent auditors to make an examination of the financial statements of the
Company for its fiscal year ending December 2, 1995. The appointment was made
upon the recommendation of the Audit Committee, which is composed of members of
the Board of Directors who are not officers or otherwise employees of the
Company. A representative of Price Waterhouse will be present at the annual
meeting with an opportunity to make a statement, if he so desires, and will
respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT AUDITORS OF
THE COMPANY.

<PAGE>

EXECUTIVE COMPENSATION

The following tabulation and notes set forth the compensation paid or
accrued by the Company during the three fiscal years ended December 3, 1994,
November 27, 1993 and November 28, 1992 to the Chief Executive Officer and each
of the other four most highly compensated executive officers.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
- - - -------------------------------------------------------------------------------------------------------------------------------
AWARDS PAYOUTS
-----------------------------------------
OTHER
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND SATION AWARD(s) PAYOUTS SATION
PRINCIPAL POSITION YEAR SALARY $ BONUS $ $(1) $ $(2) $(3)
------------------ ---- -------- ------- ------ --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
- - - -------------------------------------------------------------------------------------------------------------------------------
W AUGUST HILLENBRAND 1994 $638,367 $0 $ 77,340 $0 $128,727
PRESIDENT & CHIEF EXECUTIVE 1993 $586,461 $531,000 $ 77,965 $1,414,168 $146,195
OFFICER 1992 $542,770 $491,400 $ 72,657 $ 493,268 $112,579
- - - -------------------------------------------------------------------------------------------------------------------------------
LONNIE M. SMITH 1994 $498,827 $0 (4) $0 $ 39,841
SENIOR EXECUTIVE 1993 $458,231 $414,900 (4) $1,103,645 $ 37,810
VICE PRESIDENT 1992 $423,961 $383,850 (4) $ 383,708 $ 28,270
- - - -------------------------------------------------------------------------------------------------------------------------------
TOM E. BREWER 1994 $286,827 $0 (4) $0 $ 36,846
SENIOR VICE PRESIDENT, CHIEF 1993 $266,600 $160,680 (4) $ 403,263 $ 23,234
FINANCIAL OFFICER & TREASURER 1992 $251,346 $151,500 (4) $ 115,665 $107,223
- - - -------------------------------------------------------------------------------------------------------------------------------
MARK R. LINDENMEYER 1994 $173,615 $0 (4) $0 $ 4,975
VICE PRESIDENT, GENERAL 1993 $161,385 $ 97,200 (4) $ 180,320 $ 3,001
COUNSEL & SECRETARY 1992 $153,384 $ 92,400 (4) N/A $ 2,502
- - - -------------------------------------------------------------------------------------------------------------------------------
JAMES G. THORNE (5) 1994 $148,173 $0 (4) N/A $ 1,848
VICE PRESIDENT 1993 $ 57,192 $ 18,940 (4) N/A $ 1,250
HUMAN RESOURCES 1992 N/A N/A N/A N/A N/A
- - - -------------------------------------------------------------------------------------------------------------------------------
<FN>
FOOTNOTES TO SUMMARY COMPENSATION TABLE

(1) Consists of the cost of perquisites and other personal benefits provided by the Company. Included in the amounts shown for W
August Hillenbrand are $63,506 for financial planning services reimbursed in 1994.

(2) The amounts appearing in this column are the values as of December 3, 1994, November 27, 1993 and November 28, 1992 of the
shares earned under the Senior Executive Compensation Program for 1992-1994, 1991-1993 and 1990-1992 performance cycles
respectively. Also included are values as of November 27, 1993 of the shares earned under the Performance Compensation Plan
for the 1992-1993 cycle.

(3) All other compensation earned or allocated in 1994 is as follows:
</TABLE>

<PAGE>

PENSION CONTRIBUTIONS
----------------------
SUPPLEMENTAL 401(K)
------------ -------
<S> <C> <C>
W AUGUST HILLENBRAND $125,031 $3,696
LONNIE M. SMITH $ 36,145 $3,696
TOM E. BREWER $ 33,466 $3,380
MARK R. LINDENMEYER $ 1,180 $3,095
JAMES G. THORNE NONE $1,848
<FN>
(4) Amounts do not exceed disclosure thresholds established under SEC rules.

(5) James G. Thorne has served as an executive officer of the Company since
April 11, 1994. Prior to that time, Mr. Thorne served as an officer of a
subsidiary of the Company beginning on June 14, 1993.
</TABLE>

LONG TERM INCENTIVE PLANS - AWARDS
IN LAST FISCAL YEAR

The following table gives information regarding long term incentive plan
awards made during fiscal year 1994 to each of the named executive officers.

ESTIMATED FUTURE
PAYOUTS UNDER NON-STOCK PRICE-BASED PLANS
------------------------------------------
NUMBER OF PERFORMANCE OR OTHER
SHARES, UNITS OR PERIOD UNTIL
NAME OTHER RIGHTS(1) MATURATION OR PAYOUT THRESHOLD # TARGET # MAXIMUM #
---- ---------------- -------------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
W AUGUST HILLENBRAND 4,516 1994/1996 1 4,516 6,774
LONNIE M. SMITH 3,529 1994/1996 1 3,529 5,294
TOM E. BREWER 1,015 1994/1996 1 1,015 1,523
MARK R. LINDENMEYER 615 1994/1996 1 615 923
JAMES G. THORNE 533 1994/1996 1 533 800
<FN>

FOOTNOTES TO LONG TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

(1) Performance share award based on participation in the Senior Executive Compensation Program. Payout of award is dependent on
specified levels of shareholder value created during a three year period. The target amount will be earned if 100% of targeted
shareholder value created is achieved. Incremental amounts above the threshold will be earned at the achievement of 21% of the
targeted shareholder value created and the maximum award is based on achievement of 124% of the targeted shareholder value
created.
</TABLE>

COMPENSATION COMMITTEES' REPORT

The Compensation Committee and Performance Compensation Committee, under
the direction of the Board of Directors, have prepared the following report for
inclusion in this proxy statement. This report sets forth the compensation
policies applicable to the Company's executive officers and the relationship of
corporate performance to executive compensation. For purposes of this report,

<PAGE>

references to actions of the Performance Compensation Committee also include
actions taken by the Sub-Committee.

COMPENSATION PHILOSOPHY

The Company's compensation programs reflect a long-standing and strongly
held belief in the principle of performance oriented compensation. The values
that are integral to the design and operation of the Company's compensation
administration and plan designs include:

1. The creation of long term shareholder value as the cornerstone of our
compensation philosophy.

2. Our compensation programs being linked to clearly established business
strategies in each of our subsidiaries.

3. Shareholder value created at the subsidiary level and each subsidiary
must have objectives that reflect the performance expectations of the
Company for that entity.

4. Our compensation structure emphasizes variable pay rather than fixed
compensation.

Our performance expectations reflect our commitment to continuous
improvement. When our expectations are met or exceeded, variable compensation
should be paid; when our expectations are not met, no variable compensation
should be paid.

The senior executive compensation program of the Company is comprised of
base salary, an annual cash incentive, a three-year performance opportunity, and
benefits which are generally available in companies of similar size.

COMPENSATION ELEMENTS

1. BASE SALARY

At the senior executive level, base salaries are conservative when compared
with companies of similar size and financial performance. Emphasis in the
Company's compensation programs is placed on variable or "at risk"
compensation rather than on base salary. The Compensation Committee reviews
the base salary of the executive officers on an annual basis. Adjustments
to base salaries result from an assessment of the performance contributions
of each executive in relationship to that executive's scope of
responsibility. The Compensation Committee also examines the overall
competitive position of the base salaries of its executive officers in
relation to companies of similar size and financial performance.
Conservative base salaries maintain an appropriate position for other
compensation elements which are a function of base salary; i.e. short term
incentive compensation, perquisite compensation, long term incentive
compensation, and certain benefit programs including life insurance and
pension benefits. The Company rewards the creation of sustainable long term
shareholder value and as a result places greater emphasis on variable
compensation than on base salary.

Effective June 26, 1994 the Board of Directors acted on the recommendation
of the Compensation Committee to increase the compensation of W August
Hillenbrand by 5%. Prior to making the aforementioned adjustment the
Compensation Committee reviewed the year to

<PAGE>

date performance of each of the subsidiaries, the financial performance of
the Company, and the performance contributions of Mr. Hillenbrand in
relationship to performance objectives, such as management of cash flow,
and made an assessment of the degree to which he was contributing to the
creation of long term shareholder value. The Compensation Committee also
reviewed competitive compensation information provided by an independent
consulting firm prior to recommending to the Board of Directors the
adjustments to Mr. Hillenbrand's base salary. The Compensation Committee
utilizes the services of an independent compensation consulting firm to
provide marketplace competitive information regarding base salaries of
executive officers. The Company compares its officers' base salaries with
those of diversified manufacturing firms who are clients of the same
compensation consulting firm. The Company also examines the base salaries
of its executive officers with the base salary practices of the
compensation consulting firm's clients who have generated total shareholder
returns that are equal to or greater than the returns generated by
Hillenbrand Industries. Many of the companies used for these analyses are
included in the Standard and Poor's 500 Index, and some of the consulting
firm's clients are also part of Standard and Poor's Manufacturing
(Diversified Industrial) Index which the Company has compared to its
performance (See Section "Company Stock Performance"). The Company targets
its base salary to the median of the companies with which it compares
itself. W August Hillenbrand's salary increase was set to correspond with
the median segment of the competing compensation information provided by
our consulting firm. Other executive officers were granted adjustments to
their base salaries at the same time based upon their performance
contributions, such as management of cash flow, during the preceding
twelve months. Adjustments to the base salaries of the other executive
officers were recommended by the Compensation Committee and approved by
the Board of Directors.

2. PERQUISITES

The senior executive officers are eligible for perquisite
compensation. The annual amount of a perquisite account is limited to 10%
of each participant's base salary or such other limits as may be imposed on
participants by either the Performance Compensation Committee in the case
of participants who are members of the Office of the President, or by the
Chief Executive Officer of the Company in the case of other participants.
Perquisite compensation may be used to pay for supplemental health care,
insurance benefits, financial planning assistance, club membership fees,
personal use of Company-owned automobiles and Company common stock.

3. INCENTIVE COMPENSATION

a. SHORT TERM INCENTIVE COMPENSATION

The Performance Compensation Committee of the Board establishes
specific financial and non-financial objectives for each subsidiary
and for the Company overall. Each subsidiary is measured and rewarded
based upon its performance contributions. Short term financial
performance objectives are established annually at levels which
generally represent continuous improvement over prior years' results.
Non-financial performance objectives are established to assure proper
attention by each subsidiary to those non-financial factors which are
necessary for long term shareholder value creation. Achievement of
financial objectives determines how much short term incentive
compensation is potentially available for distribution in each
subsidiary; achievement of both the financial and non-financial
objectives determines how much incentive compensation will actually be
paid. The Performance Compensation Committee

<PAGE>

establishes financial and non-financial objectives to maintain the
appropriate balance between the short and long term performance
expectations of shareholders.

Employees eligible to receive short term incentive compensation
are determined by the Performance Compensation Committee of the Board
of Directors of the Company in the case of employees who are members
of the Office of the President, by the Office of the President in the
case of chief executive officers of subsidiaries and other employees
of the Company, or by the chief executive officer of a subsidiary in
the case of other employees of each subsidiary.

The amount of short term incentive compensation is determined by
first establishing a performance base ("Performance Base") and a
target ("Target") for each subsidiary. The Performance Base and
Target for members of the Office of the President are recommended by
the Chief Executive Officer of the Company and approved by the
Performance Compensation Committee. The Performance Base and Target
for each participant in the Program who is a chief executive officer
of a subsidiary are approved by the Office of the President. The
Performance Base and Target for other participants who are employees
of the Company are established and approved by the Office of the
President and the Performance Base and Target for participants who are
employees of subsidiaries of the Company are established by the chief
executive officer of such subsidiary. The Performance Base and Target
for members of the Office of the President are directly related to the
return on shareholder equity of the Company. Goals for other
participants include both financial and non-financial measures and may
reflect the accomplishment of tactical and strategic plans of each
subsidiary.

Short term incentive compensation opportunity is equal to 60% of
base salary for members of the Office of the President; 50% of base
salary in the case of a chief executive officer of a subsidiary; 40%
of base salary for corporate or subsidiary senior executives; and 30%
for all other executive participants. Attainment of the Performance
Base results in short term incentive compensation equal to 50% of the
above scale. Short term incentive compensation of up to 150% of the
amount of the above scale may be paid. Achievement above Performance
Base is paid according to a scale recommended by the Office of the
President and approved by the Performance Compensation Committee.

Short term incentive compensation is calculated for each senior
executive participant at the end of each fiscal year. Short term
incentive compensation is payable in cash after forty days, but within
seventy-five days, after the end of the fiscal year. All or a portion
of short term incentive compensation may be deferred and invested
either in cash or common stock to be paid at the end of the deferral
period.

No short term incentive compensation was earned or paid to the
executive officers of the Company for the 1994 fiscal year because the
achievement of return on shareholder equity objectives established by
the Performance Compensation Committee at the beginning of the 1994
fiscal year was not attained.

b. PERFORMANCE COMPENSATION

A key element of the compensation philosophy of the Company is
the creation of sustainable shareholder value. The design of the
Company's variable pay plans has

<PAGE>

incorporated the concept of target levels of annual and long term
performance. Targets represent a point at which the plans administered
by the Performance Compensation Committee would maximize their
payments to plan participants. While above target performance has
always been encouraged by the committee, it also represented a point
at which the interests of shareholders and executive officers were no
longer perfectly aligned. The Company has established a Performance
Compensation Plan (the "Plan") which is intended to incent
sustainable, above target performance in each subsidiary and of the
Company overall. The Plan provides that to the extent a subsidiary
and/or the Company achieves performance that exceeds the performance
targets established for the short term incentive compensation plan,
key executives will be rewarded for the additional shareholder value
created. The Plan provides that the above target performance must be
improved upon in the year following its attainment prior to any
payments being made under the plan. If the second year performance
target is not achieved the executive forfeits all of the compensation
earned with respect to the prior year. The first year of the Plan was
1992 and the first payments under the Plan were made in January 1994
in shares of common stock of the Company. Currently there are no
tentative awards pending.

The Performance Compensation Committee administers the Plan and
determines, in its sole discretion, which employees of the Company and
its subsidiaries will receive performance compensation, the
performance objectives for and timing of each performance cycle, the
amount of compensation payable to each employee in respect to a
performance cycle, and the time at which performance compensation will
be paid.

The maximum number of shares of common stock of the Company
remaining available for issuance under the Plan is 1,296,899, subject
to adjustment by the Performance Compensation Committee in the event
of changes in the capitalization of the Company. The Plan will
terminate on November 30, 2001, unless terminated earlier by the Board
of Directors.

c. LONG TERM INCENTIVE COMPENSATION

The Performance Compensation Committee of the Board reviews the
business plans of each of the subsidiaries and the performance
expectations of the Company overall at the commencement of each fiscal
year. The performance history and expected performance contributions
of each subsidiary provide the appropriate foundation for the
committee to establish performance objectives for long term
compensation programs.

The Performance Compensation Committee recommends to the Board of
Directors the establishment and administration of the Company's long
term incentive compensation program. The Performance Compensation
Committee designates participants in the long term compensation
program and establishes the shareholder value creation objectives for
each subsidiary and for the Company for each three-year cycle of the
program. The committee reviews a mathematically calculated analysis of
a shareholder's risk-adjusted expectation for return on his or her
investment in the Company's common stock. The committee establishes
specific performance objectives for each subsidiary and for the
Company based upon the shareholder value calculation. The base for
the three-year cycle is established by taking the prior year's net
income and dividing it by the weighted average cost of capital for the
Company. During the three-year cycle, the positive and negative cash
flows are measured and adjusted to account for their time value to the

<PAGE>

Company. At the end of the three-year period, the Company's net
income is again capitalized by dividing it by the Company's weighted
average cost of capital. The result of these calculations is compared
with the present value of the base year's capitalized net income to
determine if shareholder value exceeded shareholders' expectations.
The sum of the performance objectives that are established by the
committee for the various subsidiaries is higher than the shareholder
expectation for the Company as a whole, as calculated under this
model. The level of performance so determined represents the minimum
level of performance which must be achieved for payment of long term
incentive compensation. The committee further establishes a maximum
level of shareholder value creation for which incentive compensation
will be paid. Performance above that target level creates additional
value for shareholders but does not result in additional payments to
executive officers.

The long term program affords executives the opportunity to
become significant shareholders in the Company, thereby aligning the
interests of shareholders and executives. At the commencement of each
three-year cycle a performance opportunity for each participant is
established. That opportunity is equal to 50% of base salary for
members of the Office of the President; 45% of base salary in the case
of a chief executive officer of a subsidiary; 30% of base salary for
corporate or subsidiary senior executives; and 20% of base salary for
all other executive participants. That opportunity is divided by the
preceding year's average share price of the Company's common stock.
At the conclusion of the performance cycle the Performance
Compensation Committee determines the extent to which the financial
performance of the Company exceeded the calculated expectations of
shareholders. To the extent that shareholder expectations were
exceeded, payouts are made under the program, some of which may be
required to be deferred. The range of award can be from 0 to 200% of
the opportunity established for each executive at the outset of the
cycle.

Long term performance share compensation is payable at the end of
the three-year cycle (but not sooner than forty days after the end of
the cycle) in the form of shares of common stock. Payment of long
term performance compensation is contingent upon a participant's
continued employment throughout the three-year period to which the
compensation relates. All or a portion of long term performance
compensation earned may be deferred and all earned compensation above
the 100% target achievement at the end of each cycle must be deferred
until the later of age 62 or retirement and subject further to a
three-year vesting cycle in one-third increments.

During the 1992/1994 cycle the financial performance of the
Company was below the performance targets for the long term program's
minimum payout, therefore no amounts were earned or paid to the
executive officers of the Company for the 1992/1994 cycle.

4. RESTRICTED STOCK COMPENSATION

The Hillenbrand Industries, Inc. Restricted Stock Plan (the "Stock
Plan"), covers employees designated as "Key Employees" by the Restricted
Stock Committee of the Board of Directors of the Company (the "Restricted
Stock Committee," a predecessor to the Performance Compensation Committee).
The purpose of the Stock Plan is to encourage Key Employees to pursue long
term shareholder value creation for the Company or within their subsidiary
company, to reward the

<PAGE>

creation of shareholder value, and to provide a significant opportunity for
Key Employees to become and remain shareholders of the Company by awarding
to them shares of common stock of the Company.

The number of shares, if any, to be awarded to each Key Employee, the
specific performance objectives the Company or a subsidiary company must
achieve in order for the Key Employee to receive awarded common stock, and
the length of time within which such performance objectives must be met
(the "Performance Cycle") are determined by the Performance Compensation
Committee. Shares of common stock awarded under the Stock Plan may not be
sold or transferred and are held in escrow until the relevant Performance
Cycle has been completed and the accomplishment of objectives evaluated, or
until such earlier time as the Performance Compensation Committee deems
appropriate.

In 1987, the Restricted Stock Committee established a six-year
Performance Cycle ending at the close of the 1993 fiscal year. The Stock
Plan called for fifty percent of the shares assigned to each participant to
be awarded after completion of the third year of the Performance Cycle
provided that certain specific Company or subsidiary financial objectives
were met.

The maximum number of shares of common stock of the Company remaining
available for issuance under the Stock Plan is 1,675,400. The number of
shares of common stock authorized for issuance under the Stock Plan is
subject to adjustment in the event of stock splits or similar
circumstances. Shares awarded to date have been 324,600, of which, 268,132
shares have been distributed and/or deferred, and 56,468 have been
forfeited. No additional awards are contemplated at this time. The Stock
Plan will terminate on April 15, 1997, unless terminated earlier by the
Board of Directors.

Section 162(m) of the Internal Revenue Code limits deductibility of certain
executive compensation in excess of $1 million per year. The policy of the
Performance Compensation Committee related to these new requirements is to
maintain a compensation program which maximizes the creation of long term
shareholder value. The Committee's present intention is to comply with the
requirements of Section 162(m) except in those limited cases where the
Committee believes shareholder interests are best served by retaining
flexibility of approach.

Respectfully submitted to the Company's shareholders by the Compensation
Committee and the Performance Compensation Committee of the Board of Directors.

BY: COMPENSATION COMMITTEE BY: PERFORMANCE COMPENSATION COMMITTEE

Peter F. Coffaro Peter F. Coffaro
Edward S. Davis (Chairman) Edward S. Davis
Daniel A. Hillenbrand Daniel A. Hillenbrand (Chairman)
W August Hillenbrand

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Peter F. Coffaro, Edward S. Davis, Daniel A. Hillenbrand, and W August
Hillenbrand served on the Compensation Committee during 1994, and Peter F.
Coffaro, Edward S. Davis, and Daniel A. Hillenbrand served on the Performance
Compensation Committee during 1994. Robert K. Bellamy served on both committees
until his death in June, 1994.

<PAGE>

Daniel A. Hillenbrand, Chief Executive Officer of the Company until April
11, 1989, and currently Chairman of the Board of the Company, serves on both the
Compensation Committee and the Performance Compensation Committee of the
Company. W August Hillenbrand, President and Chief Executive Officer of the
Company, serves on the Compensation Committee.

Edward S. Davis, who is Chairman of the Compensation Committee and a member
of the Performance Compensation Committee, is a partner in the law firm of
Hughes Hubbard & Reed. The Company retains Hughes Hubbard & Reed as legal
counsel.

In connection with the Company's stock repurchase program, the Company
purchased 12,500 shares of common stock of the Company during the past year from
Peter F. Coffaro at $29.75 per share.

COMPANY STOCK PERFORMANCE

The following graph compares the cumulative total return for Hillenbrand
common shares of the Company with the S & P 500 Index and S & P Manufacturing
(Diversified Industrial) Index:

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG HILLENBRAND INDUSTRIES, S&P 500 AND
S&P MANUFACTURING (DIVERSIFIED INDUSTRIAL)
BASE = NOVEMBER 1989
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C>
Hillenbrand 89 145 205 207 151
S&P 500 97 116 138 152 153
S&P Mtg 97 115 135 162 166

</TABLE>

Assumes $100 invested in November 1989. Total return assumes that all
dividends are reinvested when received.

<PAGE>

RETIREMENT PLANS

SAVINGS PLAN

Under the Hillenbrand Industries, Inc., Savings Plan (the "Savings Plan"),
officers of the Company and other employees may contribute through payroll
deduction up to 15 percent of their base salary on a pre-tax basis, subject to
certain maximum amounts established by the Internal Revenue Service, pursuant to
Section 401(k) of the Internal Revenue Code, into a choice of investment
vehicles. The Company makes matching contributions of 40 percent of the first
five percent of pre-tax contributions (prior to January 1, 1992, the Company
contributed 25 percent of the first four percent of pre-tax contributions) and
such amounts become fully vested after five years of service with the Company
and its subsidiaries.

PENSION PLAN

The Hillenbrand Industries, Inc. Pension Plan (the "Pension Plan") covers
officers of the Company and other employees. Directors of the Company who are
not employees of the Company or one of its subsidiaries are not eligible to
participate in the Pension Plan. Contributions to the Pension Plan by the
Company are made on an actuarial basis, and no specific contributions are
determined or set aside for any individual.

Employees, including officers of the Company, who retire under the Pension
Plan receive fixed benefits calculated by means of a formula that takes into
account the highest average annual base salary earned over five consecutive
years and the employees' years of service. The following table shows
approximate representative pension benefits based on a single life annuity
calculation for the compensation and years of service indicated:

APPROXIMATE ANNUAL PENSION UPON RETIREMENT AT AGE 65

HIGHEST AVERAGE BASE
SALARY FOR ANY PERIOD OF 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
5 CONSECUTIVE YEARS OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE
------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

The credited years of service under the Pension Plan and the 1994 calendar
year base salaries for the officers named in the table are as follows: W August
Hillenbrand - 34 years, $628,350; Lonnie M. Smith - 18 years, $491,000; Tom E.
Brewer - 12 years, $282,300; Mark R. Lindenmeyer - 8 years, $171,000; and James
G. Thorne - 1 year, $148,330.

<PAGE>

The Internal Revenue Code limits the amount of benefits which may be paid
under a qualified pension plan, such as the Company's Pension Plan. In order to
be able to pay the full benefits which are earned as described in the paragraph
and table above, the Company has established a non-qualified, unfunded pension
plan to pay the amounts which could not otherwise be paid because of the
limitations established by the Internal Revenue Code. The Pension Plan is not
subject to deductions for Social Security or other offset amounts.

COST OF SOLICITATION

The entire cost of solicitation of proxies by the Board of Directors will
be borne by the Company. In addition to the use of the mails, proxies may be
solicited by personal interview, facsimile, telephone and telegram by directors,
officers and employees of the Company. The Company expects to reimburse brokers
or other persons for their reasonable out-of-pocket expenses in forwarding proxy
material to beneficial owners.

SHAREHOLDER PROPOSALS

Any proposal by a shareholder which is to be presented at the annual
meeting to be held in 1996 must be received at the Company's principal executive
offices in Batesville, Indiana, not later than January 2, 1996, in order to be
included in the proxy statement and form of proxy relating to that meeting.

Pursuant to the Code of By-laws of the Company, any proposal by a
shareholder may not be presented at the annual meeting to be held in 1996 unless
it is delivered to or mailed and received by the Secretary at the Company's
principal offices in Batesville, Indiana, not later than 100 days prior to the
anniversary of the April 11, 1995 annual meeting. If the date of the annual
meeting to be held in 1996 is more than 30 days after such anniversary date,
such notice will also be timely if received by the Secretary by the later of 100
days prior to the forthcoming 1996 annual meeting date and the close of business
10 days following the date on which the Company first makes public disclosure of
the 1996 annual meeting date.

INCORPORATION BY REFERENCE

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that incorporates this Proxy
Statement by reference, the Compensation Committees' Report and the line graph
Comparison of Five Year Cumulative Total Return shall not be incorporated by
reference into any such filings.

Mark R. Lindenmeyer
Secretary

March 2, 1995

<PAGE>

EXHIBIT A

HILLENBRAND INDUSTRIES, INC.

SENIOR EXECUTIVE COMPENSATION PROGRAM

ARTICLE I

PURPOSE - The purpose of this Program is to reward the creation of long term
shareholder value by providing incentive, perquisite and other compensation to a
limited number of senior, key executives of Hillenbrand Industries, Inc., and
its subsidiaries, who contribute by their imagination, resourcefulness, skills
and insight to the business objectives of the Corporation.

ARTICLE II

DEFINITIONS:

1. "Program" means this Senior Executive Compensation Program which consists
of the following components:

* Short term Incentive Compensation

* Long term Performance Share Compensation

* Perquisite Compensation

* Deferred Compensation

* Supplemental Pension

2. "Corporation" means Hillenbrand Industries, Inc., an Indiana corporation,
and its subsidiaries.

3. "Corporate" means Hillenbrand Industries, Inc., as a corporate holding
company and does not include subsidiaries.

4. "Subsidiary" means an operating company unit of which a majority equity
interest is owned directly or indirectly by the Corporation.

5. "Board of Directors" or "Board" means the Board of Directors of Hillenbrand
Industries, Inc.

6. "Committee" means the Performance Compensation Committee appointed to
administer the Program. "Sub-Committee" means the sub-committee of the
Performance Compensation Committee appointed to establish and administer
the Performance Base and Target (performance goals) for Incentive
Compensation and shareholder value goals (performance goals) for
Performance Share Compensation.

7. "Office of the President" means the Office of the President of Corporate.

<PAGE>

8. "Participant" means a key employee selected for participation in the
Program pursuant to Article IV.

9. "Incentive Compensation" means the short term Incentive Compensation as
provided in Article V.

10. "Performance Share Compensation" means the long term Performance Share
Compensation as provided in Article VI.

11. "Perquisite Compensation" means the Perquisite Compensation as provided in
Article VII.

12. "Deferred Compensation" means the Deferred Compensation arrangement as
provided in Article VIII.

13. "Supplemental Pension" means Supplemental Pension as provided in Article
IX.

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

15. "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.

ARTICLE III

ADMINISTRATION - Full power and authority to construe, interpret, and administer
the Program, with the exception of establishing and administering performance
goals, is vested in the Committee. The Sub-Committee has full power to
establish, administer and certify performance goals related to Incentive
Compensation and Performance Share Compensation. Their decisions are final,
conclusive and binding upon all parties, including the Corporation, the
shareholders thereof, and the Participants. The Committee and the Sub-Committee
may rely upon recommendations of the Office of the President or the Chief
Executive Officer in approving financial and non-financial goals recommended to
it.

ARTICLE IV

PARTICIPATION - Selection of key employees for participation for each of the
components of compensation contemplated by the Program are set forth in Articles
V, VI, VII, and VIII.

ARTICLE V

INCENTIVE COMPENSATION - The purpose of Incentive Compensation is to provide
financial recognition to Participants, the amount of which is determined by the
attainment of annual financial and/or non-financial goals.

1. PARTICIPANTS - Participation in Incentive Compensation by members of the
Office of the President and Corporate Vice Presidents shall be determined
by the Committee. Other Participants in Incentive Compensation shall be
determined by the Office of the President pursuant to

<PAGE>

recommendation from the Chief Executive Officer of Corporate, or if an
employee of a Subsidiary, by the Chief Executive Officer thereof.

2. ESTABLISHMENT OF PERFORMANCE BASE AND TARGET - A Performance Base and
Target for members of the Office of the President and Corporate Vice
Presidents as a group shall be recommended by the Chief Executive Officer
of Corporate and approved by the Sub-Committee. The Performance Base and
Target for each Participant who is a Chief Executive Officer of a
Subsidiary shall be approved by the Office of the President. The
Performance Base and Target for other Corporate Participants and other
Subsidiary Participants shall be established and approved by the Office of
the President and the Chief Executive Officer of each Subsidiary,
respectively. The Performance Base and Target shall be established
annually for Corporate and each Subsidiary and will be communicated to each
Participant. The Performance Base and Target for members of the Office of
the President and Corporate Vice Presidents shall be directly related to
the return on shareholder equity of the Corporation or as otherwise
determined by the Sub-Committee. The Performance Base and Target for other
Participants shall include both financial and non-financial measures and
shall reflect accomplishment of tactical and strategic plans of each
Subsidiary.

3. COMPUTATION OF INCENTIVE COMPENSATION - Incentive Compensation opportunity
is established as follows:

CLASS OF PARTICIPANT INCENTIVE COMPENSATION OPPORTUNITIES

Office of the President 60% of Base Salary

Chief Executive Officer of 50% of Base Salary
Subsidiary

Corporate or Subsidiary 40% of Base Salary
Senior Executive

Other Executive 30% of Base Salary

Attainment of the Performance Base shall result in Incentive Compensation
of 50% of that established by the above scale. If the Performance Target
is met or exceeded, Incentive Compensation of up to 150% of the above scale
will be paid. Achievement of results between Performance Base and Target
shall be according to a scale recommended by the Office of the President
and approved by the Sub-Committee.

4. PAYMENT OF INCENTIVE COMPENSATION - At the end of each fiscal year,
Incentive Compensation for each Participant shall be calculated pursuant to
paragraph 3 above. Attainment of financial and non-financial goals for
those Participants shall be considered in calculation of Incentive
Compensation pertaining thereto. In no event shall Incentive Compensation
be more than the value established pursuant to paragraph 3 above.
Incentive Compensation shall be due and payable in cash after forty (40)
days but within seventy-five (75) days after the end of the fiscal year;
except that all or a portion thereof may be deferred pursuant to the
Deferred Compensation arrangement set forth in Article VIII. The Sub-
Committee will certify in writing that performance goals were attained
prior to payout.

<PAGE>

5. TERMINATION - Termination of a Participant's employment for reasons other
than death, Disability or normal or early retirement shall terminate any
non-deferred Incentive Compensation. Termination 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 out of the
fiscal year of termination.
ARTICLE VI

PERFORMANCE SHARE COMPENSATION - The purpose of Performance Share Compensation
is to reward Participants for the creation of value for the shareholders of
Corporate over continuing three-year periods.

1. PARTICIPANTS - Members of the Office of the President shall be Participants
in Performance Share Compensation as approved by the Committee. Other
Participants in Performance Share Compensation shall be determined by the
Committee, pursuant to the recommendation of the Chief Executive Officer of
Corporate, or if an employee of a Subsidiary other than the Chief Executive
Officer thereof, by the Chief Executive Officer thereof.

2. DETERMINATION OF TENTATIVE AWARD - On the first day of each fiscal year
tentative Performance Share Compensation ("Tentative Award") shall be
determined for each Participant. The Tentative Award shall be the quotient
obtained by dividing (a) the product of the Participant's Base Salary and
the salary factor set forth in the following table by (b) the Average
Annual Share Price.

CLASS OF PARTICIPANT SALARY FACTOR

Office of the President .50

Subsidiary Chief Executive Officer .45

Corporate or Subsidiary .30
Senior Executive

Other Executive .20

The Average Annual Share Price shall be determined by averaging the closing
price of the common stock of Corporate on the last trading date of each
fiscal quarter of the preceding fiscal year. The Tentative Award thus
determined shall be expressed in terms of a number of shares of common
stock of Corporate rounded to the next highest whole share.

3. PERFORMANCE SHARE PERIOD - A performance share period ("Period") shall
begin on the first day of each fiscal year and shall include the next three
(3) consecutive fiscal years.

4. DETERMINATION OF PERFORMANCE SHARE COMPENSATION - Shareholder value created
by the Corporation shall be the basis for determining payout of Performance
Share Compensation for Corporate Participants. At the beginning of each
Period the Sub-Committee, based on recommendations from the Office of the
President, shall approve goals, including a base goal, a target goal and a
200% achievement goal for the creation of shareholder value to be achieved
during the Period for the Corporation. Such goals shall be communicated to
the Corporate Participants.

<PAGE>

Shareholder value created by each Subsidiary or other goals shall be the
basis for determining Performance Share Compensation for Subsidiary
Participants. At the beginning of each Period the Sub-Committee, based on
recommendations from the Office of the President, shall approve goals,
including a base goal, a target goal and a 200% achievement goal for the
shareholder value or other goals to be achieved during the Period for each
Subsidiary. Such goals shall be communicated to the Subsidiary
Participants.

5. CALCULATION OF PERFORMANCE SHARE COMPENSATION - At the end of each Period,
Performance Share Compensation shall be calculated for each Participant.
If the shareholder value created equals or is greater than the base goal,
Performance Share Compensation shall be calculated by multiplying the
Tentative Award by a fraction, the numerator of which is the actual
shareholder value created for the Corporation less the base goal and the
denominator of which is the target goal less the base goal. If the actual
shareholder value created is greater than the target goal, but less than
the 200% achievement goal, Performance Share Compensation shall be
calculated by multiplying the Tentative Award by the sum of: (a) one (1),
and (b) the product obtained by multiplying one (1) times a fraction the
numerator of which is the actual shareholder value created less the target
goal and the denominator of which is the 200% achievement goal less the
target goal. If the actual shareholder value equals or exceeds the 200%
achievement goal, the Award shall be calculated by multiplying the
Tentative Award by two (2).

6. PAYMENT OF THE PERFORMANCE SHARE COMPENSATION - Shares of common stock of
Corporate representing Performance Share Compensation shall be delivered to
the Participant within a reasonable time after Performance Share
Compensation is determined but not sooner than forty (40) days after the
end of the Period and not later than seventy-five (75) days thereafter;
except that all or a portion thereof may be deferred pursuant to the
Deferred Compensation arrangement set forth in Article VIII. The Sub-
Committee will certify in writing that performance goals were attained
prior to payment.

7. TERMINATION - Termination of a Participant's employment for reasons other
than death, Disability or normal or early retirement shall terminate any
non-deferred Performance Share Compensation. Termination of a
Participant's employment by reason of death, Disability or normal or early
retirement shall result in a reduction of Performance Share Compensation by
multiplying Performance Share Compensation by a fraction the numerator of
which is the number of fiscal year full months occurring between the
establishment of a Tentative Award and such termination, and the
denominator of which is 36.

ARTICLE VII

PERQUISITE COMPENSATION - The purpose of Perquisite Compensation is to provide
Participants with certain benefits to aid such Participants in carrying out
their duties, to help provide for their well being, and to create the potential
for added long term financial security.

1. PARTICIPANTS - Office of the President, Chief Executive Officer of
Subsidiaries and Corporate and Subsidiary Senior Executives shall be
eligible for Perquisite Compensation.

2. PERQUISITE COMPENSATION - Perquisite Compensation shall not exceed ten
percent (10%) of the Base Salary of a Participant subject to such other
limits as may be imposed on Participants who constitute the Office of the
President and Corporate Vice Presidents by the Committee or on other
Participants by the Chief Executive Officer. A variety of perquisite
options shall be

<PAGE>

determined by the Chief Executive Officer from time to time and
communicated to the Participants, except that any perquisite option
involving the purchase of common stock of Corporate shall be subject to the
approval of the Committee.

3. CARRYOVERS - Perquisite Compensation is available during the fiscal year
during which it is earned. Balances from one fiscal year shall be carried
forward to the succeeding fiscal year only. Amounts carried forward to the
succeeding fiscal year and not spent shall be forfeited.

ARTICLE VIII

DEFERRED COMPENSATION -The purpose of Deferred Compensation is to provide
voluntary and mandatory deferral of portions of compensation paid to a
Participant by the Corporation.

1. PARTICIPANTS - Participants deferring compensation shall execute a Deferred
Compensation Agreement (the "Agreement") with Corporate outlining their
various rights, duties and obligations thereunder.

2. ELECTION TO DEFER COMPENSATION - DEFERRAL PERIOD - A Participant may elect
to defer all or any portion of Base Salary, Incentive Compensation,
Performance Share Compensation and Perquisite Compensation. A
Participant's written election to defer any compensation must be made
before the beginning of the period of service, ordinarily a fiscal year,
during which such compensation would otherwise be paid. The election must
state the duration of the deferral period, and shall be irrevocable.

3. DEFERRALS OF BASE SALARY, INCENTIVE COMPENSATION AND PERQUISITE
COMPENSATION - (a) When earned, amounts deferred from a Participant's
Base Salary, Incentive Compensation and Perquisite Compensation shall be
credited, but not paid, to an account in the name of the Participant and
shall accrue interest credited monthly at the end of each of the
Corporation's fiscal months at a rate which is equal to the monthly prime
interest rate (determined as of the first day of each month) charged by the
Corporation's principal bank. At the end of the deferral period payment
shall be made in cash. (b) In the alternative, a Participant may elect
that Incentive Compensation amounts deferred, when earned shall be
credited, but not paid, to an account in the name of the Participant which
shall be assumed to be invested in the common stock of Corporate, at the
then current market price. Dividends, stock dividends, stock splits and
other rights inuring to the common stock of Corporate which would be
normally payable thereon shall be assumed to be reinvested in the common
stock of Corporate at the market value on the date of assumed payment.
Such election shall be made prior to the period during which the amount is
earned and, once made, shall be irrevocable. At the end of the deferral
period payment shall be made in shares of common stock of Corporate.

4. DEFERRALS OF PERFORMANCE SHARE COMPENSATION - (a) When due and payable,
amounts deferred from Performance Share Compensation will be credited, but
not paid, to an account in the name of the Participant which shall be
assumed to be invested in the common stock of Corporate. Dividends, stock
dividends, stock splits and other rights inuring to the common stock of
Corporate, which would be normally payable thereon shall be assumed to be
reinvested in the common stock of Corporate at the market value on the date
of the assumed payment. At the end of the deferral period payment shall be
made in shares of common stock of Corporate. (b) Beginning with the
1995/1997 Period, all Performance Share Compensation earned above the 100%
target goal will be deferred without election by the Participant until the
Participant's death

<PAGE>

or the latter of (i) reaching age 62 or (ii) termination of employment.
Mandatory deferred shares will be subject to forfeiture in the event the
Participant voluntarily terminates his employment (except by reason of
retirement after reaching age 62) during the three years following the end
of a Period according to the following schedule: (i) termination during the
first year following the end of a Period will result in forfeiture of all
of the mandatory deferred shares relating to that Period; (ii) termination
during the second year following the end of a Period will result in
forfeiture of two-thirds of the mandatory deferred shares relating to that
Period; and (iii) termination during the third year following the end of a
Period will result in forfeiture of one-third of the mandatory deferred
shares relating to that Period.

5. FINANCIAL HARDSHIP - A withdrawal of Deferred Compensation credited to a
Participant's account prior to the termination of the deferral period shall
be permitted in the event the Participant experiences serious financial
hardship which is beyond the Participant's control and which would cause
the Participant severe hardship if such withdrawal were not permitted.
Serious financial hardship may include a disability or unexpected and
unreimbursed major expenses resulting from illness or accident or impending
bankruptcy. Any Participant desiring such withdrawal by reason of serious
financial hardship must apply to the Committee and demonstrate that the
circumstances being experienced were not under the Participant's control
and constitute a real emergency which is likely to cause great financial
hardship. The Committee shall have the authority to require such medical
or other evidence as it may need to determine the necessity for
Participant's withdrawal request.

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

ARTICLE IX

SUPPLEMENTAL PENSION - The purpose of Supplemental Pension is to provide and
supplement the normal retirement benefit which may be reduced or limited due to
deferral of compensation or statutory limitation.

1. PARTICIPANTS - Office of the President, Chief Executive Officer of
Subsidiary, and Corporate or Subsidiary Senior Executive shall be eligible
for supplemental pension benefits.

2. SUPPLEMENTAL PENSION BENEFIT - In the event a Participant's pension benefit
under any qualified pension plan of the Corporation in effect at the time
of the Participant's retirement (or other event requiring the payment of a
benefit hereunder) shall be less than said benefit would have been as a
result of the deferral of any compensation, then the Corporation will pay
the difference to the Participant at such time as the amount would have
been paid under the qualified pension plan. As and for an additional
supplemental pension benefit, the Corporation shall pay to the Participant
any difference between the Participant's pension benefits actually payable
under the pension plan and the amount that would have been payable but for
any statutory limitation incorporated into the pension plan language as a
requirement of law. Such supplemental

<PAGE>

pension benefit will be paid by the Corporation at such time as the amount
would have been paid under the qualified pension plan but for the
limitation.

ARTICLE X

FINALITY OF DETERMINATION - Each determination made by the Committee and the
Office of the President shall be final, binding and conclusive for all purposes
and upon all persons and the Committee may rely conclusively on the
determinations made by the Corporation's independent public accountants or by
the Corporation's employees with respect to action of the Committee.

ARTICLE XI

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

1. No Participant for whose benefit compensation has been deferred shall have
any right in compensation other than to receive compensation at the time
and in the form elected by the Participant subject to the fulfillment of
the conditions described herein, which right may not be assigned or
transferred except by will or the laws of the descent and distribution.

2. Neither the action of the Corporation in establishing this Program nor any
action taken by the Corporation, the Committee, the Board of Directors, or
the Office of the President, nor any provision of this Program, shall be
construed as giving to any Participant or employee of the Corporation the
right to be retained in the employ of the Corporation.

ARTICLE XII

AMENDMENTS, SUSPENSION OR TERMINATION - The Committee may discontinue this
Program in whole or in part at any time and may from time to time amend or
revise the terms as permitted by applicable statute; provided, however, that no
such discontinuance, amendment, or revision shall affect adversely any right or
obligation with respect to any award theretofor made and provided further that
any amendment increasing the number of shares of common stock of Corporate
available to the Program shall be subject to the approval of the Board of
Directors. No amendment shall require shareholder approval unless such approval
is otherwise required by law.

ARTICLE XIII

RESERVATION OF SHARES - As of December 4, 1994, an aggregate of 1,160,825 shares
of common stock of Corporate are authorized and remain reserved for issuance
under this Program.

The number of shares of common stock of Corporate authorized for issuance under
this Program shall be subject to adjustment by the Committee, in its sole
discretion, to reflect any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination or exchange of shares or
other similar event.

<PAGE>

ARTICLE XIV

EFFECTIVE DATE - This Program was approved by the Board of Directors on October
4, 1977, became effective December 1, 1977 for the fiscal year beginning on that
date and, as amended and restated, was approved by the Board of Directors on
January 22, 1991, effective April 1, 1991, and approved April 5, 1994, effective
December 4, 1994 respectively.

ARTICLE XV

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

<PAGE>

HILLENBRAND INDUSTRIES, INC
Proxy for Annual Meeting Of Shareholders To Be Held April 11, 1995
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Daniel A. Hillenbrand and W August Hillenbrand, or
either of them, with full power of substitution, as proxies to vote all the
shares of the undersigned at the Annual Meeting of Shareholders of Hillenbrand
Industries, Inc. (the "Company") to be held at the Sherman House in Batesville,
Indiana 47006, on April 11, 1995 at 10:00 a.m., local time, and at any
adjournments of the meeting, on the following matters:

(1) Election of director nominees Lawrence R. Burtschy, Daniel A.
Hillenbrand and Ray J. Hillenbrand to serve three year terms as
directors.

/ / FOR ALL NOMINEES / / WITHHOLD AUTHORITY
(except as marked to the contrary below)

(INSTRUCTION: To withhold authority for any individual nominee, write
that nominee's name on the line provided below.)

_________________________________________

(2) Approval of the amendments to and restatement of the Hillenbrand
Industries, Inc. Senior Executive Compensation Program.

/ / FOR / / AGAINST / / ABSTAIN

(3) Ratification of the appointment of Price Waterhouse as independent
auditors.

/ / FOR / / AGAINST / / ABSTAIN

(4) In their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED.

(continued and to be signed on reverse side)

________________________________________________________________

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THE SHARES WILL BE VOTED FOR
ITEMS 1,2 AND 3. IF ANY DIRECTOR NOMINEE SHOULD BE UNABLE TO SERVE, THE SHARES
WILL BE VOTED FOR A SUBSTITUTE NOMINEE SELECTED BY THE BOARD OF DIRECTORS. IF
ANY OTHER BUSINESS COMES BEFORE THE MEETING, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS.

________________________________________
Signature

________________________________________
Signature if held jointly

Please sign name and title exactly
as shown on label on this proxy card.

Dated:________________________, 1995

IMPORTANT: THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, PARTNER, OFFICER OR
GUARDIAN, PLEASE GIVE YOUR FULL TITLE. IF SHARES ARE HELD JOINTLY, ALL HOLDERS
MUST SIGN THE PROXY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.