Item 1.01 Entry into a Material Definitive Agreement.

On December 3, 2008, Hill-Rom Holdings, Inc. ("Hill-Rom") and Hillenbrand, Inc. ("Hillenbrand") entered into a letter agreement (the "Letter Agreement") that amends the Distribution Agreement dated as of March 14, 2008 (the "Distribution Agreement") between Hill-Rom and Hillenbrand. The Distribution Agreement was entered into in connection with the spin-off of Hillenbrand to Hill-Rom's shareholders. The Distribution Agreement contains covenants of each of Hill-Rom and Hillenbrand that are intended to preserve the credit capacity of Hill-Rom and Hillenbrand to perform their respective obligations under a Judgment Sharing Agreement entered into by Hill-Rom and Hillenbrand to allocate between them any potential liability under certain antitrust lawsuits. Among other matters, these covenants prohibit Hillenbrand from (1) incurring indebtedness to finance the payment of extraordinary cash dividends and (2) paying regular cash dividends on its common stock of more than $0.1825 per quarter (or $0.73 per year). The Letter Agreement is intended to permit Hillenbrand to increase its regular cash dividends by $0.01 per year. Specifically, the Letter Agreement provides that Hillenbrand will limit regular and extraordinary dividends on its common stock to $0.74 per share in fiscal 2009 and will limit regular cash dividends on its common stock to $0.74 per share in subsequent fiscal years.

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