THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Hillenbrand Industries, Inc. (HB)

1/12/2006 Proxy Information

John A. Hillenbrand II and Ray J. Hillenbrand are brothers, and they are cousins of W August Hillenbrand.

As previously disclosed, during 2000, W August Hillenbrand and the Company entered into an agreement relating to Mr. HillenbrandŐs retirement as Chief Executive Officer of the Company on December 2, 2000. Under that agreement, Mr. Hillenbrand agreed to render consulting services to, and refrain from competing with, the Company through September 18, 2005. In addition to his consulting fee of approximately $872,800, received during the fiscal year ended September 30, 2005, Mr. Hillenbrand also received $231,329 of above market interest on deferred compensation and $9,303,598 for payment of deferred stock. Mr. Hillenbrand is also entitled to receive a package of benefits from the Company, including payment of life and health insurance premiums, reimbursement of medical expenses not covered by insurance, an office, a secretary, an automobile, reimbursement of miscellaneous expenses, supplemental pension fund benefit payments and use of the CompanyŐs corporate aircraft for individual personal purposes on the same basis as the CompanyŐs Chief Executive OfficerŐs personal use, i.e., up to fifty hours per year. During the fiscal year ended September 30, 2005, these benefits aggregated approximately $582,700. Additionally, during fiscal year 2005 the Company paid $58,100 for legal and security measures to address certain security threats to Mr. Hillenbrand and the Company.

During the fiscal year ended September 30, 2004, the Board of Directors of the Company authorized a contribution of $500,000, which was paid in 2005, to The John A. Hillenbrand Foundation, a public charitable foundation formed in 1950 to promote religious, educational and/or charitable activities in the City of Batesville and the County of Ripley, Indiana. The Foundation has contributed to a variety of projects involving the local churches, schools and hospital. W August Hillenbrand, a director of the Company, is an officer and director of the Foundation, and John A. Hillenbrand II is a director of the Foundation. Ray J. Hillenbrand resigned from all positions held with the Foundation on August 1, 2002.

The Rehabilitation Institute of Chicago, of which Joanne C. Smith, a director of the Company, was Senior Vice President of Strategy and Business Development through November 2005 and now serves as President of its National Division, is a customer of the Company. During the fiscal year ended September 30, 2005, the Company sold approximately $206,000 of products and services to the Rehabilitation Institute of Chicago. The Rehabilitation Institute of Chicago is a voluntary member, among thousands of members, of one of the group purchasing organizations with which the Company has a contract. Accordingly, the Company expects to continue to sell products to this customer, although the amounts of future sales are not fixed and are not currently determinable. Sales to this customer are on terms consistent with those of sales to the CompanyŐs other customers. During fiscal year 2005 Dr. Smith had no authority with respect to the purchasing decision of the Rehabilitation Institute of Chicago.

In 2003 the CompanyŐs Batesville Casket subsidiary entered into a contract with NambŽ Mills, Inc. pursuant to which Batesville Casket purchases urn products from NambŽ Mills. Purchases during the fiscal year ended September 30, 2005 were approximately $321,000, and purchases during fiscal 2006 are projected to total approximately $262,000. John A. Hillenbrand II, a director of the Company, served as the Chairman of the Board of NambŽ Mills until January 2005, when he became its Chairman Emeritus. Mr. HillenbrandŐs children own substantially all of the equity of NambŽ Mills. The Company believes that these purchases will be on terms similar to those the Company could obtain from an unrelated third party for these products.

1/4/2005 Proxy Information

John A. Hillenbrand II and Ray J. Hillenbrand are brothers, and they are cousins of W August Hillenbrand.

Mr. W August Hillenbrand served as Chief Executive Officer of Hillenbrand Industries from 1989 until 2000.

As previously disclosed, during 2000, W August Hillenbrand and the Company entered into an agreement relating to Mr. HillenbrandŐs retirement as Chief Executive Officer of the Company on December 2, 2000. Under that agreement, Mr. Hillenbrand agreed to render consulting services to, and refrain from competing with, the Company through September 18, 2005. In addition to his annual consulting fee of approximately $907,700, received during the fiscal year ended September 30, 2004, Mr. Hillenbrand also received $149,900 of above market interest on deferred compensation and $44,650 for payment of deferred restricted stock. Mr. Hillenbrand is also entitled to receive a package of benefits from the Company, including payment of life and health insurance premiums, reimbursement of medical expenses not covered by insurance, an office, a secretary, an automobile, reimbursement of miscellaneous expenses, supplemental pension fund benefit payments and use of the CompanyŐs corporate aircraft for individual personal purposes on the same basis as the CompanyŐs Chief Executive OfficerŐs personal use, i.e., up to fifty hours per year. During the fiscal year ended September 30, 2004, these benefits aggregated approximately $492,000. Additionally, during fiscal year 2004 the Company paid $247,264 for legal and security measures to address certain security threats to Mr. Hillenbrand and the Company.

During the fiscal year ended September 30, 2004, the Company contributed $500,000 to The John A. Hillenbrand Foundation, a public charitable foundation formed in 1950 to promote religious, educational and/or charitable activities in the City of Batesville and the County of Ripley, Indiana. The Foundation has contributed to a variety of projects involving the local churches, schools and hospital. The Board of Directors has approved a contribution of the same amount for 2005. W August Hillenbrand, a director of the Company, is an officer and director of the Foundation and John A. Hillenbrand II is a director of the Foundation. Ray J. Hillenbrand resigned from all positions held with the Foundation on August 1, 2002.

During the fiscal year ended September 2003, the Board of Directors, on the recommendation of the Nominating/Corporate Governance Committee, approved a transaction pursuant to which the Company sold to certain family members of each of W August Hillenbrand and Daniel A. Hillenbrand, a former director, approximately 530 acres of land adjacent to the CompanyŐs corporate retreat facilities, formerly part of the Hillenbrand family farm. The Company did not use this land and had no plans for its use. The Company obtained two independent appraisals for this land, and the sale price approved by the Board was the higher of these two appraisals Ń $2,000 per acre, for a total purchase price of approximately $1.06 million. The sale was consummated during the second quarter of fiscal 2004.

The Rehabilitation Institute of Chicago, of which Joanne C. Smith, a director of the Company, is Senior Vice President of Strategy and Business Development, is a customer of the Company. During the fiscal year ended September 30, 2004, the Company sold approximately $140,000 of products to the Rehabilitation Institute of Chicago. The Rehabilitation Institute of Chicago is a voluntary member, among thousands of members, of one of the group purchasing organizations with which the Company has a contract. Accordingly, the Company expects to continue to sell products to this customer, although the amounts of future sales are not fixed and are not currently determinable. Sales to this customer are on terms consistent with those of sales to the CompanyŐs other customers. Dr. Smith has no authority with respect to the purchasing decision of the Rehabilitation Institute of Chicago.

Near the end of fiscal 2003 the CompanyŐs Batesville Casket subsidiary entered into a contract with NambŽ Mills, Inc. pursuant to which Batesville Casket will purchase urn products from NambŽ Mills. Purchases during the fiscal year ended September 30, 2004 were approximately $225,000 and are projected to total approximately $310,000 during fiscal 2005. John A. Hillenbrand II, a director of the Company, is the Vice Chairman of the Board of NambŽ Mills. Mr. HillenbrandŐs children own substantially all of the equity of NambŽ Mills. The Company believes that these purchases will be on terms similar to those the Company could obtain from an unrelated third party for these products.

1/5/2004 Proxy Information

John A. Hillenbrand II and Ray J. Hillenbrand are brothers, and they are cousins of W August Hillenbrand.

Dr. Hancock is currently a consultant and Chairman Emeritus of Hillenbrand Industries.

Daniel Hillenbrand was Chairman of Hillenbrand Industries, Inc. from 1972 until his retirement in January 2001, and has been named Chairman Emeritus. Mr. Hillenbrand served as President of Hillenbrand Industries, Inc. from 1972 through October 1981, and as Chief Executive Officer from 1972 through April 1989. Mr. Hillenbrand had been employed by Hillenbrand Industries, Inc. throughout his business career until his retirement on April 1989.

In May 2002, Mr. Davis announced his resignation from the Board of Directors of Hillendrand Industries, Inc.