Hillenbrand, Inc. — Director's Dealing 2010

Jul 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hillenbrand, Inc. (HI)
CIK: 0001417398
Period of Report: 2010-06-30

Reporting Person: HILLENBRAND W AUGUST (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-30	Restricted Stock Units (Deferred Stock Award) 2/13/04	$	A	14	Acquired		Common Stock (14)	Direct
2010-06-30	Restricted Stock Units (Deferred Stock Award) 2/11/05	$	A	19	Acquired		Common Stock (19)	Direct
2010-06-30	Restricted Stock Units (Deferred Stock Award) 2/13/06	$	A	17	Acquired		Common Stock (17)	Direct
2010-06-30	Restricted Stock Units (Deferred Stock Award) 2/9/07	$	A	17	Acquired		Common Stock (17)	Direct
2010-06-30	Restricted Stock Units (Deferred Stock Award) 2/11/08	$	A	17	Acquired		Common Stock (17)	Direct
2010-06-30	Deferred Director Fees	$	A	24	Acquired		Common Stock (24)	Direct
2010-06-30	Restricted Stock Units (Deferred Stock Award) 2/11/09	$	A	44	Acquired		Common Stock (44)	Direct
2010-06-30	Restricted Stock Units (Deferred Stock Award) 2/24/10	$	A	39	Acquired		Common Stock (39)	Direct

Footnotes

F1: Conversion or Exercise Price of Derivative Securities is 1-for-1.

F2: These restricted stock units vest on the date of grant, but delivery of the underlying shares of common stock will not occur until the later of one year from the date of the grant, or the six-month anniversary of the date that the Director ceases to be a member of the Board of Directors of the Company. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

F3: Restricted stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

F4: Phantom stock units are entitled to dividend equivalents rights, which accrue on dividend record dates.

F5: These stock units will automatically be convered into shares of common stock on the later of the six-month anniversary of the date the Director ceases to be a Member of the Board of Directors of the Company, or January 1, 2010, unless a further deferral election has been made.

F6: These stock units shall vest upon the reporting person's retirement from the Board of Directors of the Company. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. The delivery of shares underlying such restricted stock units will occur on the later of one year from the date of the grant, or the six month anniversary of the date that the applicable director ceases to be a member of the Board of Directors.