EXHIBIT 99.10

                      POSITION SPECIFICATION FOR MEMBER OF
                              BOARD OF DIRECTORS OF
                          HILLENBRAND INDUSTRIES, INC.

                      APPROVED AT APRIL 2002 BOARD MEETING

POSITION OVERVIEW:         Directors are responsible for the overall supervision
                           of the management of the affairs of the corporation
                           in accordance with the requirements of Indiana and
                           other applicable law.

CRITERIA FOR SELECTION:    A candidate for director of the corporation should
                           exhibit the following characteristics:

                           1.       Reputation for industry, integrity, honesty,
                                    candor, fairness and discretion;

                           2.       Acknowledged expert in his or her chosen
                                    field of endeavor, which area of expertise
                                    should have some relevance to the
                                    corporation's businesses;

                           3.       Knowledgeable, or willing and able to become
                                    so quickly, in the critical aspects of the
                                    corporation's businesses and operations; and

                           4.       Experienced and skillful in serving as a
                                    competent overseer of, and trusted advisor
                                    to, senior management of a substantial
                                    publicly held corporation.


RESPONSIBILITIES:          Responsibilities of directors include discharging the
                           following tasks, with the objective of creating short
                           and long term value for shareholders:

1.       Proceedings of the Board and its committees;

2.       Oversight responsibility for ensuring that the corporation is
         effectively managed in the interests of all shareholders;

3.       Selecting, monitoring, evaluating, compensating, and-if necessary,
         replacing the President and Chief Executive Officer and other senior
         executives, and ensuring adequate management succession;

4.       Selecting director nominees, establishment of the structure and
         composition of the Board and its committees, and determination of the
         functions of such committees;


                                       1




5.       Reviewing and analyzing, in order to approve, management's strategic
         and business plans, including developing a depth of knowledge of the
         businesses being served, understanding and questioning the assumptions
         upon which such plans are based, and reaching a fully informed and
         independent judgment as to the probability that the plans can be
         realized; although directors may rely on management and other
         professional advisors for the integrity of the information they
         receive, it is incumbent on them to satisfy themselves that they are
         fully informed as to all factors they consider relevant;

6.       Reviewing and analyzing, in order to approve, the corporation's
         financial objectives, plans, and actions, including significant capital
         allocations and expenditures;

7.       Reviewing and analyzing, in order to approve, material transactions not
         in the ordinary course of business;

8.       Monitoring corporate performance against the strategic and business
         plans, including overseeing the operating results on a regular basis to
         evaluate whether the businesses are being properly managed;

9.       Reviewing and analyzing, in order to approve, policies designed to
         ensure that the corporation and its employees act ethically, and
         compliance with applicable laws and regulations, auditing and
         accounting principles, and the corporation's own governing documents;

10.      Reviewing, analyzing, in order to approve, and periodically revising,
         as appropriate, the corporation's mission statement and the charters of
         the Board's various committees;

11.      Discussing candidly with other directors the appropriate size and
         composition of the Board of Directors, criteria for independence of
         directors, the resolution of conflicts of interest, Board committee
         structure and composition of committees, performance and evaluation
         criteria for directors, director term or age limits, compensatory
         arrangements for directors, committee charters, orientation and
         education of directors, operations of the Board and its committees, and
         other corporate governance matters;

12.      Assessing the board's own effectiveness in fulfilling these and other
         Board responsibilities; and

13.      Performing such other functions as are prescribed by law, or assigned
         to the Board in the corporation's governing documents.

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


                                       2