Board Committee Composition for Hillenbrand, Inc.

Independence Determinations \| Committee Composition Role and Functioning \| Communications

About the Board: Committee Composition

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.

= Chairperson

= Member

= Financial Expert

Audit

Compensation
and Management
Development

Nominating/
Corporate
Governance

Independent

Ray J. Hillenbrand

James A. Henderson

Eduardo Menascé

Kenneth A. Camp

William J. Cernugel

Mark C. DeLuzio

W August Hillenbrand

Thomas H. Johnson

Meetings and Committees of the Board of Directors

It is the general policy of the company that all significant decisions be considered by the board as a whole. As a consequence, the committee structure of the board is limited to those committees considered to be basic to, or required for, the operation of a publicly owned company. Currently these committees are the Compensation and Management Development Committee, Audit Committee and Nominating/Corporate Governance Committee, each of which has a written charter adopted by the board of directors. The Nominating/Corporate Governance Committee recommends the members and chairs of these committees to the board. The Audit Committee, Compensation and Management Development Committee and Nominating/Corporate Governance Committee are made up of only independent directors. The current charter for each of the board's standing committees is available on the company's Web site at www.hillenbrandinc.com and is available in print to any shareholder who requests it through the company's Investor Relations office.

In furtherance of its policy of having significant decisions made by the board as a whole, the company has an orientation and continuing education process for board members that includes extensive materials, meetings with key management, visits to company facilities and company and industry events. Moreover, as part of directors' education, which includes, among other things, regular dedicated sessions regarding the company's businesses and operations, Audit Committee-sponsored financial literacy and legal and regulatory compliance training, and participation in company and industry trade events, the board requires each director to attend an outside governance or director related seminar at least once every three years.

Committees

Audit
Comp. and Mgmt. Development.
Nominating/Corporate Governance

The Audit Committee has general oversight responsibilities with respect to our financial reporting and financial controls. It reviews annually our financial reporting process, our system of internal controls regarding accounting, legal and regulatory compliance and ethics that management or the board has established and the internal and external audit processes of Hillenbrand, Inc.

The Audit Committee consists of Eduardo R. Menascé (chairman), William J. Cernugel and Thomas H. Johnson. Each member of the Audit Committee is independent under Rule 10A-3 of the Securities and Exchange Commission and NYSE listing standards and meet the financial literacy guidelines established by the board in the Audit Committee Charter.

The board interprets “financial literacy” to mean the ability to read and understand audited and unaudited financial statements (including the related notes) and monthly operating statements of the sort released or prepared by the company, as the case may be, in the normal course of its business. The board of directors has determined that each of Mr. Hillenbrand, Mr. Menascé, Mr. Henderson and Mr. Cernugel is an “audit committee financial expert” as that term is defined in Item 407 of Regulation S-K of the Securities and Exchange Commission.

The Compensation and Management Development Committee assists the board in ensuring that our officers and key management are effectively compensated in terms of salaries, supplemental compensation and other benefits that are internally equitable and externally competitive. The committee also is responsible for reviewing and assessing the talent development and succession management actions concerning our officers and key employees.

The composition of the Compensation and Management Development Committee consists of James A. Henderson (chairman), Ray Hillenbrand and Mark C. DeLuzio. Each member of the Compensation and Management Development Committee is independent as defined by the New York Stock Exchange listing standards.

The Nominating/Corporate Governance Committee assists the board in ensuring that the company is operated in accordance with prudent and practical corporate governance standards, ensuring that the board achieves its objective of having a majority of its members be independent in accordance with New York Stock Exchange and other regulations and identifying candidates for the board of directors.

The composition of the Compensation and Management Development Committee consists of Ray J. Hillenbrand (chairman), James A. Henderson, Eduardo Menascé, William J. Cernugel, Mark C. DeLuzio and Thomas H. Johnson. Each member of the Nominating/Corporate Governance Committee is independent as defined by the New York Stock Exchange listing standards.