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Name and title: Patrick D. de Maynadier, vice president, general counsel and secretary Age: 45 Health care/death care leader: Based in rural Batesville, Ind., Hillenbrand Industries Inc. straddles the health care and funeral services industries, providing brands that are market leaders in each segment. Its Hill-Rom subsidiary, founded in 1929, manufactures, sells and rents hospital beds, furniture and equipment. It also offers stretchers, accessories for surgical tables and specialized equipment for pulmonary and circulatory care. Hill-Rom serves acute-care and long-term-care facilities globally, and claims more than 700 industry innovations, including the first electric hospital bed. The Batesville Casket unit, under the Hillenbrand umbrella since 1906, is one of the nation’s premier casket makers. It also sells cremation products, urns and display fixtures for mortuaries. Hillenbrand has approximately 10,000 employees, and 2005 revenues for the public company were reported to be $1.9 billion. Daily duties: De Maynadier said he has “the big picture as general counsel,” and his role is to “support the company’s culture and my team’s mission” He’s involved in everything, from drafting documents to high-level contact with executive management, the board, investors and clients. He meets regularly with his legal team, helps formulate strategy, participates in ongoing transactions and dabbles in investor relations. Capital markets and mergers and acquisitions are also areas of focus. In addition, he has governance responsibilities and he interacts with officials from the Securities and Exchange Commission and the New York Stock Exchange. The firm’s vice president of regulatory affairs deals with the Food and Drug Administration and reports to Hill-Rom’s general counsel, who in turn reports to de Maynadier. The GC shares Sarbanes-Oxley reporting requirements with the chief financial officer, and as chairman of the ethics committee maintains internal ethics. He established a whistleblower program at Hillenbrand. Legal team and outside counsel: De Maynadier sits atop “a fabulous, world-class team, seasoned and very business-oriented, very senior in each area of expertise. We are part of the DNA of the company. We are leaders and guides.” His department consists of 11 attorneys, a patent agent and several paralegals and administrative assistants. They are augmented by nonlawyers serving as compliance experts in areas including Medicaid, Medicare and environmental health and safety. Several of the staff attorneys are specialists: Two are litigators, one is an employment lawyer and there is an intellectual property expert. His senior litigator gets involved in anything from slip-and-fall incidents to bet-the-company suits. De Maynadier’s team “is given much discretion,” and is “operationally focused” in support of the day-to-day needs of the company. Team members are shuffled within different locations and business segments, and closely integrated into the firm’s activities. As a result, “there is not a step along the way on a project” in which lawyers are not involved in strategy. According to de Maynadier, “legal is a reactive area,” but it also has “advance visibility to most significant things.” Variable matters, including mergers and acquisitions and material, rather than ordinary-course, litigation represent the biggest expenditure for the department. “Steady state,” ongoing matters account for 30% of the remainder of in-house legal bills, with 70% of the rest of “the spend” going outside. For major litigation, Hillenbrand turns to Barnes & Thornburg of Indianapolis and Boies, Schiller & Flexner; for intellectual property matters, he consults Barnes & Thornburg and Bose McKinney & Evans in Indianapolis. Ogletree, Deakins, Nash, Smoak & Stewart advises on employment matters. For securities work, mergers and acquisitions, Sarbanes-Oxley duties and governance issues, Houston-based Bracewell & Giuliani gets the call; and for antitrust counseling he goes to Crowell & Moring of Washington and McDermott, Will & Emery. De Maynadier reports to Chief Executive Officer and Director Peter H. Soderberg and Chairman Rolf A. Classon, who described his GC as “a very close ally and confidant,” touting his “360-degree perspective.” He particularly lauded de Maynadier’s handling of “sensitive, tricky” mergers and acquisitions situations, and for the transparency and integrity of his approach to deal-making. Classon said that an effective general counsel needs to possess verbal and written clarity. An overriding theme for de Maynadier is the convergence of business and law, and he strives for a balance between business and legal exigencies. “It’s not enough to be right, you also need to do the right thing” to be successful, he said. Route to present position: De Maynadier became Hillenbrand’s legal chief in 2002. From 2000 until 2002 then he was executive vice president, general counsel and corporate secretary for biotechnology company CombiMatrix Corp. Maynadier was with Sterling Diagnostic Imaging Inc. from 1996 to 1999, and then spent a year as president and chief executive officer at its spin-off firm, SDI Investments LLC. He was with Falcon Seaboard Resources Inc., an oil and gas company, from 1995 to 1996. He commenced his career with a 10-year stint as an associate and partner in the corporate and securities section of Houston-based Bracewell & Patterson (now Bracewell & Giuliani). Personal: The native of Wooster, Ohio, is “a Gemini, so my hobbies have changed.” Right now, his interests include high-altitude mountain climbing, planning and zoning, and reading. He and his wife, Heather, live on a farm with three horses. De Maynadier holds a pair of degrees from the University of Virginia: a bachelor’s in philosophy (1982) and a juris doctorate (1985). In 1999, he attended the Advanced Management Program at Harvard University. Last book and movie: Genghis Khan and the Making of the Modern World, by Jack Weatherford, and March of the Penguins.

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