Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On July 15, 2009, the Board of Directors of the Company approved an amendment to Article 4 of the Company's Code of By-laws to add a new Section 4.17 to read as follows:
Section 4.17 Mandatory Classified Board Structure. The provisions of Indiana Code Section 23-1-33-6 (c) shall not apply to the Corporation.
The description of the foregoing amendment to the By-laws is qualified in its entirety by reference to the full text of the By-laws, as approved by the Board of Directors on July 15, 2009, a copy of which is filed as Exhibit 3.2 to this Current Report and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 3.2 Amended and Restated Code of By-laws of Hillenbrand, Inc. (as adopted by the Board of Directors on July 15, 2009)

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