EXHIBIT 99.4

                          HILLENBRAND INDUSTRIES, INC.

                         NOMINATING/CORPORATE GOVERNANCE
                       COMMITTEE OF THE BOARD OF DIRECTORS

                                     CHARTER

             (As approved by Board of Directors on December 4, 2003)

I.       PURPOSE

         The primary function of the Nominating/Corporate Governance Committee
(the "Committee") is to assist the Board of Directors of Hillenbrand Industries,
Inc. (the "Company") in: (a) fulfilling its responsibility for assuring that the
Company is operated in accordance with prudent and practical corporate
governance standards, (b) achieving its objective that a majority of its members
be independent, qualified persons at the earliest practicable time and from time
to time in conformity with the requirements of the New York Stock Exchange and
applicable regulations and (c) identifying qualified individuals to serve on the
Board of Directors of the Company.

II.      COMPOSITION

The Committee shall be comprised of at least three members of the Board, each of
whom must meet the independence criteria set forth in the Company's Corporate
Governance Standards for the Board of Directors at all times during his or her
tenure on the Committee. The members of the Committee shall be elected by the
Board at the annual meeting of the Board to serve until the next annual meeting
of the Board or until their successors shall be duly elected and qualified.
Unless a Chair is elected by the Board, the members of the Committee may
designate a Chair by majority vote of the Committee membership. The Chair will
periodically report the Committee's findings and conclusions to the Board.

III.     MEETINGS

         The Committee shall meet at least two times annually, or more
frequently as circumstances dictate. The Committee will be assisted by the
Company's Vice President, Administration with respect to its nominating function
and by the Vice President, General Counsel with respect to governance matters.
The Company's Secretary will serve as executive secretary of the Committee.

IV.      RESPONSIBILITIES AND DUTIES

         To fulfill its responsibilities and duties, the Committee shall:



1.       Review from time to time and, if appropriate, recommend changes to the
         Board to the corporate governance standards for Board of Directors of
         the Company and its committees, including committee charters.

2.       Review from time to time, and, if appropriate, make changes to, the
         statement setting forth the responsibilities of directors and the
         qualifications for new nominees for election to the Board.

3.       Review from time to time, and, if appropriate, make changes to, the
         statements setting forth the responsibilities of and the qualifications
         for the Chairman of the Board and the Vice Chairman of the Board.

4.       Annually assess the Board's effectiveness as a whole as well as the
         effectiveness of the individual directors and the Board's various
         committees, including a review of the mix of skills, core competencies
         and qualifications of members of the Board, which should reflect
         expertise in one or more of the following areas: accounting and
         finance, healthcare, international business, mergers and acquisitions,
         leadership, business and management, strategic planning, government
         relations, investor relations, executive leadership development, and
         executive compensation. In order to make these assessments, the
         Committee shall solicit annually the opinions of each director
         regarding the foregoing matters. Ineffective directors shall be
         replaced as promptly as practicable and inefficient committees of the
         Board shall be restructured or eliminated promptly.

5.       If deemed necessary, select and retain an executive search firm to
         identify qualified candidates to serve as members of the Board,
         considering effectiveness, responsiveness and other relevant factors,
         and approve the fees and other compensation to be paid to the executive
         search firm.

6.       Review the performance of the executive search firm and approve any
         proposed discharge of the executive search firm when circumstances
         warrant.

7.       Select and recommend to the Board, director nominees for election at
         each annual meeting of shareholders, as well as director nominees to
         fill vacancies arising between annual meetings of shareholders.

8.       When deemed necessary or appropriate, make recommendations to the Board
         regarding the appointment or replacement of the Chairman of the Board
         and the Vice Chairman of the Board.

9.       Perform such additional functions and have such additional powers as
         may from time to time be expressly delegated to the Committee by the
         Board.

10.      The Committee shall conduct its operations in accordance with the
         procedures set forth in Article 4 of the Company's Code of By-Laws
         applicable to the operations of the Board, except to the extent that
         such procedures are modified on superseded by the terms of this
         Charter. The Committee shall have the authority to adopt such
         additional procedures for the conduct of its business as are not
         inconsistent with those referred to in

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         the preceding sentence. The Committee shall have no authority to
         delegate its responsibilities to any subcommittee.

11.      The Committee shall determine requirements for, and means of, director
         orientation and training.

12.      Review this Charter and assess the performance of the members of
         Committee at least annually and recommend updates and changes to the
         Board as conditions warrant.

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