EXHIBIT 99.5

                       POSITION SPECIFICATION FOR CHAIRMAN
                            OF BOARD OF DIRECTORS OF
                          HILLENBRAND INDUSTRIES, INC.
                       APPROVED AT MAY 2004 BOARD MEETING

POSITION OVERVIEW:      The Chairman of the Board provides leadership and
                        direction to the Board of Directors.

CRITERIA FOR SELECTION: In addition to the selection criteria applicable to all
                        directors, the Chairman should be an independent
                        director under the standards of the New York Stock
                        Exchange.

RESPONSIBILITIES:       Responsibilities of Chairman include the following, in
                        addition to those applicable to all other directors of
                        the corporation:

1.    Presiding at all meetings of the corporation's shareholders and Board of
      Directors;

2.    Coordinating the activities of the Board of Directors;

3.    Serve as an ex-officio member of each committee of the Board on which he
      is not a member;

4.    Setting the "tone at the top" to support the corporation's efforts to
      ensure that it and its employees act ethically, and compliance with
      applicable laws and regulations, auditing and accounting principles, and
      the corporation's own governing documents;

5.    Define the quality, quantity and timeliness of the flow of information
      between company management and the Board; although company management is
      responsible for the preparation of materials for the Board, the Chairman
      may specifically request the inclusion of certain material;

6.    Approve, in consultation with other directors, the retention of
      consultants who report directly to the Board;

7.    Interview, together with other directors, all Board candidates, and make
      recommendations to the Board;

8.    Develop the agenda for and moderate executive sessions of the Board and
      act as principal liaison between the directors and the CEO on sensitive
      issues;

9.    Evaluate, along with the members of the Board, the CEO's performance and
      meet with the CEO to discuss the Board's evaluation;



10.   Coordinating with the corporation's President and Chief Executive Officer
      and other directors and committee Chairs in scheduling Board meetings in
      the development and preparation of the agenda for Board and Board
      committee meetings;

11.   Providing opportunities for independent directors to discuss candidly
      among themselves the corporation's affairs; and

12.   Causing the position specifications for members of the Board, the Chairman
      of the Board and the President and Chief Executive Officer, as well as the
      charters of the Board's various committees, to be evaluated and, if
      appropriate, revised at reasonable periodic intervals.

PERFORMANCE METRICS:    Performance meets expectations when the Chairman
                        discharges the foregoing responsibilities with
                        dedication, candor, fairness, integrity, honesty and
                        discretion.