rrd196346_221418.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CeqfSISCd7/LSOjdHjMXmAIzKrx+3tgNgKr74HSz4XJV0RrQR6cE/Ocgr8ijAV8z YOjPSrOm59E+0hE531h8iQ== 0001181431-08-055419.txt : 20081002 0001181431-08-055419.hdr.sgml : 20081002 20081002103051 ACCESSION NUMBER: 0001181431-08-055419 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080930 FILED AS OF DATE: 20081002 DATE AS OF CHANGE: 20081002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Keller Richard G CENTRAL INDEX KEY: 0001335813 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06651 FILM NUMBER: 081101703 BUSINESS ADDRESS: BUSINESS PHONE: (812)931-2456 MAIL ADDRESS: STREET 1: 700 STATE ROUTE 46E CITY: BATESVILLE STATE: IN ZIP: 47006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hill-Rom Holdings, Inc. CENTRAL INDEX KEY: 0000047518 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 351160484 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1069 STATE ROUTE 46 EAST CITY: BATESVILLE STATE: IN ZIP: 47006-8835 BUSINESS PHONE: 8129347000 MAIL ADDRESS: STREET 1: 1069 STATE ROUTE 46 EAST CITY: BATESVILLE STATE: IN ZIP: 47006-8835 FORMER COMPANY: FORMER CONFORMED NAME: HILLENBRAND INDUSTRIES INC DATE OF NAME CHANGE: 19920703 4 1 rrd219346.xml 9/30/08 DIVIDEND X0303 4 2008-09-30 0 0000047518 Hill-Rom Holdings, Inc. HRC 0001335813 Keller Richard G 1069 STATE ROUTE 46 EAST BATESVILLE IN 47006 0 1 0 0 VP, Controller & CAO Restricted Stock Units (Deferred Stock Award) 12/15/04 5 yr 2008-09-30 4 A 0 2 30.31 A 2006-12-16 Common Stock 2 550 D Restricted Stock Units (Deferred Stock Award) 11/30/05 5 yr 2008-09-30 4 A 0 5 30.31 A 2007-12-01 Common Stock 5 1334 D Restricted Stock Units (Deferred Stock Award) 12/3/03 5 yr. 2008-09-30 4 A 0 0 30.31 A 2005-12-04 Common Stock 0 121 D Restricted Stock Units (Deferred Stock Award) 11/30/06 5 Yr. 2008-09-30 4 A 0 5 30.31 A 2008-12-01 Common Stock 5 1729 D Restricted Stock Units (Deferred Stock Award) 12/5/07 5 Yr. 2008-09-30 4 A 0 7 30.31 A 2009-12-06 Common Stock 7 2167 D Conversion or Exercise Price of Derivative Security is 1-for-1. Restricted Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. Restricted Stock Units vest 20% on 12/16/06; 25% on 12/16/07; 25% on 12/16/08; and 30% on 12/16/09. Stock units will automatically be converted into shares of common stock in accordance with the respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. Restricted Stock Units vest 20% on 12/01/07, 25% on 12/01/08, 25% on 12/01/09 and 30% on 12/01/10. Stock units will automatically be converted into shares of common stock in accordance with respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights which accrue on dividend record date. Restricted Stock Units vested 20% on 12/4/05; and will vest 25% on 12/4/06; 25% on 12/4/07; and 30% on 12/4/08. Stock units will automatically be converted into shares of common stock in accordance with the respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. Restricted Stock Units vest 20% on 12/01/08, 25% on 12/01/09, 25% on 12/01/10 and 30% on 12/01/11. Stock units will automatically be converted into shares of common stock in accordance with the respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. Restricted Stock Units vest 20% on 12/6/09, 25% on 12/6/10, 25% on 12/6/11 and 30% on 12/6/12. Stock units will automatically be converted into shares of common stock in accordance with the respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. Donna Isaacs, as Attorney-in-Fact for Richard G. Keller 2008-10-02 EX-24. 2 rrd196346_221418.htm UPDATED POWER OF ATTORNEY rrd196346_221418.html

									EXHIBIT 24
POWER OF ATTORNEY

       Know all by these present, that the undersigned hereby constitutes and
appoints Patrick D. de Maynadier, Donna
M. Isaacs, Marcia Riehle and Chris Shell, or any of their written designees
among employees of Hill-Rom Holdings, Inc.
(the Company) or any partners of Bracewell & Giuliani, LLP, signing singly, the
undersigneds true and lawful attorney-
in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigneds capacity
as an officer and/or director of
the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934
and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable
to complete and execute any such Form 3, 4 or 5, complete and execute any
amendment or amendments
thereto, and timely file such form with the United States Securities and
Exchange Commission and any
stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as
such attorney-in-fact may approve in such attorney-in-facts discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-
facts substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and
powers herein granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigneds responsibilities
to comply with Section 16 of the Securities Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigneds holdings of and transactions
in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day
of June, 2008.
       Signature:  Richard Keller

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