Third
Amendment

    to
Second Amended and Restated

    Loan
and Subordinated Debenture Purchase Agreement

    


    This
Third Amendment To the Second Amended and Restated Loan And Subordinated
Debenture Purchase Agreement (this “Amendment”), dated March 20th, 2009,
is between JPMorgan Chase Bank, N.A. (“Lender), and German American Bancorp,
Inc., an Indiana Corporation (“Borrower”).

    


    Recitals:

    


    1.           The
parties have entered into that certain Second Amended and Restated Loan and
Subordinated Debenture Purchase Agreement, dated as of December 29, 2006, as
amended by that certain First Amendment, dated September 28, 2007, and that
certain Second Amendment, dated September 30, 2008 (as amended, the “Prior
Amended Loan Agreement”).

    


    2.           The
parties intend to further amend the Prior Amended Loan Agreement in accordance
with the terms and subject to the conditions set forth in this Amendment. As
amended and modified by this Amendment, the Prior Amended Loan Agreement is
referred to as the "Current Amended Loan Agreement."

    


    3.
Capitalized terms used but not otherwise defined in this Amendment shall have
the meanings given in the Prior Amended Loan Agreement.

    


    Agreement:

    


    Now,
Therefore, in consideration of the mutual representations, warranties,
covenants, and agreements, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree as
follows:

    


    1.  Amendments.

    


    a.           Section
5.1 (Indebtedness).  The following sentence shall be added to Section
5.1 (Indebtedness).  “Notwithstanding any provision in this Section
5.1 to the contrary, Borrower shall be permitted to borrow up to $30,000,000.00
by issuing subordinated debentures, pursuant to the terms of that certain
Indenture between the Borrower and Wells Fargo National Bank, National
Association, as Trustee, substantially in the form attached as Exhibit 4.3 to
the Borrower's Registration Statement on Form S-3 filed by it with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
on March 3, 2009 (the "Indenture"), due March 30, 2019, on an unsecured basis,
with interest-only payments semiannually, in arrears, on March 30 and September
30 of each year, beginning September 30, 2009, and principal paid on March 30,
2019, subject to Borrower's ability to redeem the subordinated debentures on or
after March 30, 2012, in accordance with Article III of the Indenture; all such
indebtedness shall be subordinated to the Loans as specified by Article X of the
Indenture.”

    


    


    Third
Amendment

    Second
Amended and Restated

    Loan
and Subordinated Debenture Purchase Agreement

    German
American Bancorp, inc.


    
      
         


      

      
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    b.           Section
7.8 (Notices) shall be amended by replacing the notices provision to the Lender
with the following:

    


    “JPMorgan Chase Bank, N.A.

    10 S. Dearborn, 36th floor

    Chicago, Illinois

    Attention: Janet S. Leong

    Telephone No.: (312)
732-6958

    Fax No: (312) 732-7006

    E-mail Address:
janet.s.leong@chase.com”

    


    2. Representations
and Warranties.

    


    The
Borrower represents and warrants to the Lender as follows:

    


    a.           No
Event of Default has occurred and is continuing (or would result from the
amendments contemplated by this Amendment).

    


    b.           The
execution, delivery and performance by the Borrower of this Amendment have been
duly authorized by all necessary corporate and other action and do not and will
not require any registration with, consent or approval of, or notice to or
action by any Person (including any Governmental Agency) to be effective and
enforceable.

    


    c.           This
Amendment and the other Loan Documents (as amended by this Amendment) constitute
the legal, valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their respective terms.

    


    Third
Amendment

    Second
Amended and Restated

    Loan
and Subordinated Debenture Purchase Agreement

    German
American Bancorp, inc.


    
      
         


      

      
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    d.           All
representations and warranties of the Borrower in the Prior Amended Loan
Agreement are true and correct, except, for the purposes of this Amendment only,
all references in (a) Section 3.4.2 (Subsidiaries) to “September 30, 2006” shall
instead refer to “December 31, 2008”, (b) Section 3.4.3 (Financial Statements)
and in Section 3.4.9 (Restriction) to “December 31, 2005” shall instead refer to
“December 31, 2008”, and “September 30, 2006” shall instead refer to “December
31, 2008”, and (c) Section 3.4.11 (Reserve for Possible Loan and Lease Losses)
references to “September 30, 2006” shall instead refer to “December 31,
2008”.

    


    e.           As
of the date of this Amendment, the Borrower's obligations under the Prior
Amended Loan Agreement and under the other Loan Documents are not subject to any
defense, counterclaim, set-off, right to recoupment, abatement or other
claim.

    


    3.  Conditions.

    


    a.           Notwithstanding
anything to the contrary contained elsewhere in the Current Amended Loan
Agreement, the obligation of the Lender to agree to the modifications
contemplated by this Amendment shall be subject to the performance by the
Borrower prior to the date on which this Amendment is executed of all of its
agreements to have been performed under the Prior Amended Loan Agreement. The
obligations to continue to make disbursements of proceeds under the Loans are,
and shall remain, subject to the conditions precedent (a) set forth in the Prior
Amended Loan Agreement, (b) that the representations and warranties set forth in
this Amendment be true, accurate and complete as of the date of this Amendment,
and (c) that Borrower shall have fully complied with all of its promises and
covenants set forth in this Amendment.

    


    b.           In
addition to other conditions set forth in this Amendment and the Prior Amended
Loan Agreement, including, without limitation, those applicable to the making of
Loans, the obligations of the Lender under the Current Amended Loan Agreement
shall be subject to the performance by the Borrower of all of its agreements to
have been performed under the Current Amended Loan Agreement and to the receipt
of the following, duly executed and dated the date of this  amendment,
and in form and substance satisfactory to the Lender and its counsel: a copy,
certified by the Secretary or Assistant Secretary of the Borrower, of its Board
of Directors' resolutions authorizing the execution, delivery, and performance
of this Amendment and the Current Amended Loan Agreement;

    


    c.           Borrower
shall pay or reimburse Lender for all of its reasonable out-of-pocket costs,
expenses and attorneys’ fees incurred in connection with this Amendment, and the
consummation of the transactions contemplated hereby, as agreed by the
parties.

    


    Third
Amendment

    Second
Amended and Restated

    Loan
and Subordinated Debenture Purchase Agreement

    German
American Bancorp, inc.


    
      
         


      

      
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    4. Additional
Terms.

    


    a.           Acknowledgment of Indebtedness under
the Prior Amended Loan Agreement. The Borrower acknowledges, confirms and
affirms it obligations and indebtedness to the Lender, as of the date of this
Amendment without defense, setoff, or counterclaim, in the aggregate principal
amounts provided for in the Loan Documents, including the Notes.  The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Lender under the Prior Amended Loan
Agreement or the Loan Documents, nor constitute a waiver of any provision
continued in such documents, except as specifically set forth in this
Amendment.

    


    b.           The Current Amended Loan
Agreement. All references in the Loan Documents and the Prior Amended
Loan Agreement to the term "Agreement" shall be deemed to refer to the Current
Amended Loan Agreement.

    


    c.           Amendment and Prior Amended Loan
Agreement. This Amendment supplements and is by this Amendment made a
part of the Prior Amended Loan Agreement, and the Prior Amended Loan Agreement
and this Amendment from and after the date of this Amendment shall together
constitute the Current Amended Loan Agreement.  Except as otherwise
set forth in this Amendment, the Prior Amended Loan Agreement shall remain in
full force and effect.

    


    d.           Counterparts. This Amendment
may be executed by facsimile and in one or more counterparts, each of which
shall be deemed an original and all of which taken together shall constitute one
and the same document.

    


    e.           Acknowledgments. The Borrower
acknowledges that (i) it has been advised by  counsel of its choice
with respect to this Amendment, the Loan Documents and the transactions
contemplated by this Amendment, and (ii) the obligations of the Lender hereunder
shall be strictly construed and shall be expressly subject to the Borrower's
compliance in all respects with the terms and conditions of the Current Amended
Loan Agreement.

    


    [signature
page follows]

    


    Third
Amendment

    Second
Amended and Restated

    Loan
and Subordinated Debenture Purchase Agreement

    German
American Bancorp, inc.


    
      
         


      

      
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    In
Witness
Whereof, the parties have executed this Amendment as of the date first
written above.

    


    JPMorgan
Chase Bank, N.A.

    


    
      
        	
                By:

              	
                /s/ Janet S. Leong

              
	 
      	
                  Janet
      S. Leong

              
	
                Title: 

              	
                Senior
      Vice President

              


      

    

    


    German
American Bancorp, Inc.

    


    
      
        	
                By:

              	
                /s/ Bradley M. Rust

              
	 
      	
                  Bradley
      M. Rust

              
	
                Title: 

              	
                Executive
      Vice President and Chief Financial
Officer

              


      

    

    


    Third
Amendment

    Second
Amended and Restated

    Loan
and Subordinated Debenture Purchase Agreement

    German
American Bancorp, inc.


    
      
         


      

      
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