APPROVAL OF THE HILLENBRAND, INC. STOCK INCENTIVE PLAN (AS OF FEBRUARY 24, 2010)

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

AUTHORITY, TO PROXIES, IN THEIR DISCRETION, TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING.

MARK C. DELUZIO

JAMES A. HENDERSON

RAY J. HILLENBRAND

F. JOSEPH LOUGHREY