Unassociated Document


     

    
      


      THIS
OFFER EXPIRES AT 5:00 P.M. NEW YORK CITY TIME, ON _______ 2009

      


      GERMAN
AMERICAN BANCORP, INC.

      Subscription
Certificate

      TO
SUBSCRIBE FOR 8% REDEEMABLE SUBORDINATED DEBENTURES DUE 2019

      


       

      German
American Bancorp, Inc. ("GABC") issued to its shareholders of record (the
"Record Date Shareholders"), as of the close of business on March 16, 2009
(the ''Record Date"), non-transferable rights ("Rights") on the basis of one
Right for each whole Common Share (no par value) of GABC ("Share") held on the
Record Date, generally entitling the holders thereof to subscribe to purchase 8%
Redeemable Subordinated Debentures due 2019 (the "Debentures") , at a purchase
price of 100% of principal amount, at a rate of One Dollar and Thirty Six Cents
($1.36) in principal amount of Debentures, for each Right held (the "Primary
Subscription").  The terms and conditions of the rights offer (the
"Offer") are set forth in GABC's Prospectus, dated ______________ (the
"Prospectus"), which is incorporated herein by reference.  The owner
of this Subscription Certificate is entitled to the number of Rights shown on
this Subscription Certificate.  Debentures will be issued only in
denominations of integral multiples of $10,000;  Record Date
Shareholders may round up the principal amount of Debentures represented on this
Subscription Certificate to the nearest integral multiple of $10,000 (the
"Rounding-Up Privilege"), as described in the Prospectus.  Record Date
Shareholders who have fully exercised their Rights including their Primary
Subscription and their Rounding-Up Privilege are entitled to subscribe for
additional Debentures pursuant to the Over-Subscription Privilege, subject to
certain limitations and allotment, as described in the
Prospectus.  Capitalized terms not defined herein have the meanings
attributed to them in the Prospectus.

       

      SAMPLE
CALCULATION

      FOR
A RECORD DATE SHAREHOLDER WHO OWNS 5,000 SHARES

       

      
        


         

        
          	

                  PRIMARY
      SUBSCRIPTION ENTITLEMENT AND ROUNDING-UP PRIVILEGE

                   

                  
                    No.
      of Shares owned on the Record Date 5,000 X 1 = 5,000 Rights
      (one Right for every Share)

                    No.
      of Rights issued on the Record Date  5,000 X $1.36 = $6,800
      principal amount of Debentures ("Primary Subscription")

                  

                  
                    
                      Principal
      Amount of Debentures $6,800, rounded up = $10,000
      principal amount of Debentures Shareholder is entitled to buy based on
      basic subscription and Rounding-up Privilege Subscription and Round Up
      Privilege.

                    

                  

                


        

         

      

      THE
RIGHTS ARE NON-TRANSFERABLE

       

      The
Rights are non-transferable and, therefore, may not be transferred or
sold.

       

      SUBSCRIPTION
PRICE

       

      The
Subscription Price is 100% of the principal amount of the Debentures for which
subscription is made.

       

      METHOD
OF EXERCISE OF RIGHTS

       

      IN
ORDER TO EXERCISE YOUR RIGHTS, YOU MUST EITHER (i) COMPLETE AND SIGN THIS
SUBSCRIPTION CERTIFICATE ON THE BACK AND RETURN IT IN THE ENVELOPE PROVIDED
TOGETHER WITH PAYMENT OF AN AMOUNT EQUAL TO THE SUBSCRIPTION PRICE OF THE
DEBENTURES FOR WHICH YOU HAVE SUBSCRIBED (INCLUDING PURSUANT TO THE ROUNDING-UP
PRIVILEGE AND THE OVER-SUBSCRIPTION PRIVILEGE), OR (ii) PRESENT A PROPERLY
COMPLETED NOTICE OF GUARANTEED DELIVERY, IN EITHER CASE TO THE SUBSCRIPTION
AGENT, COMPUTERSHARE TRUST COMPANY, BEFORE 5:00 P.M. NEW YORK CITY TIME, ON
_________, 2009, OR SUCH LATER DATE AS MAY BE DETERMINED BY GABC (''EXPIRATION
DATE'').

       

      Full
payment of the Subscription Price for all Debentures subscribed for pursuant to
both the Primary Subscription and Rounding-up Privilege and the
Over-Subscription Privilege must accompany this Subscription Certificate and
must be made payable in United States dollars by money order or check drawn on a
bank or branch located in the United States payable to
_____________________.  No third-party checks will be
accepted.  Because uncertified personal checks may take at least five
business days to clear, we recommend you pay, or arrange for payment, by means
of certified or cashier's check. Alternatively, if a Notice of Guaranteed
Delivery is used, a properly completed and executed Subscription Certificate,
and full payment, as described in such Notice, must be received by the
Subscription Agent no later than 5:00 P.M., New York City time, on the third
business day after the Expiration Date, [[DATE]], unless the offer is extended
by GABC.  For additional information, see the Prospectus.

       

      Certificates
for the Debentures acquired pursuant to the exercise of Rights, including
pursuant to the Rounding-Up Privilege and the Over-Subscription Privilege, will
be mailed promptly after the expiration of the Offer and full payment for the
Debentures subscribed for has been received and cleared.  Because a shareholder
may not receive any or all the Debentures for which the shareholder subscribes,
shareholders may receive a refund of all or part of the subscription
payment.  Any excess payment to be refunded by GABC to a
shareholder will be mailed by the Subscription Agent to such shareholder as
promptly as practicable.  No interest will be paid to shareholders on
such amounts.

      _________________

      *     Unless
extended by GABC

      Account #:

       

      Control #:

       

      CUSIP #:

       

      Number of Rights Issued:

       

      Maximum
Eligible Debentures under Primary Subscription, Giving Effect to Rounding-up
Privilege:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	
                SECTION
      1:  OFFERING INSTRUCTIONS
      (check the appropriate boxes)

                IF
      YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT:

              	 
      	 
      
	
                o I apply for
      ALL of my entitlement of Debentures pursuant to the

                     Primary
      Subscription and Rounding-Up Privilege

              	
                $___________________

                (principal
      amount of Debentures in denominations of $10,000 or integral multiples of
      $10,000)

              	 
      
	 
      	 
      	 
      
	
                o  In
      addition, I apply for additional Debentures pursuant to
      the   Over-Subscription Privilege**

                 

              	
                $___________________

                (principal
      amount of Debentures in denominations of $10,000 or integral multiples of
      $10,000)

              	 
      
	
                IF
      YOU DO NOT WISH TO APPLY FOR YOUR FULL ENTITLEMENT:

              	 
      	 
      
	
                o  I apply for
      (must be at least $10,000, or in an integral multiple of
      $10,000)

              	
                $___________________

                (principal
      amount of Debentures in denominations of $10,000 or integral multiples of
      $10,000)

              	 
      
	
                Amount
      of check enclosed : _________

              	 
      
	
                IF YOU DO NOT WISH TO EXERCISE
      YOUR RIGHT TO SUBSCRIBE: Please disregard this
    mailing.

              	 
      	 
      
	 
      	 
      	 
      


      

      _________________

      
        	
                *        
      

              	
                Debentures
      are priced at 100 % of principal amount and are issued in integral
      multiples of $10,000.

              


      

       

      
        
          	
                  **              
          

                	
                  You
      can participate in the Over-Subscription Privilege only if you have
      subscribed for your full entitlement of debentures pursuant to the Primary
      Subscription and have exercised your Rounding-up
  Privilege.

                


        

      

       

      
        
          	
                  ***    

                	
                  If
      you wish to have your Debentures and/or refund check (if any) delivered to
      an address other than that listed on this Subscription Certificate you
      must have your signature guaranteed.  Appropriate signature
      guarantors include:  banks and savings associations, credit
      unions, member firms of a national securities exchange, municipal
      securities dealers and government securities dealers.  Please
      provide the delivery address above and note if it is a permanent
      change.

                


        

      

       

      Please
complete all applicable information and return to:

       

      COMPUTERSHARE
TRUST COMPANY

       

      
        	
                By
      Mail or Overnight Courier

              	
                By
      Hand

              
	
                Computershare
      Trust Company

                Computershare
      Trust Company N.A.

                Attention:
      Corporate Actions

                PO
      Box 859208

                Braintree,
      MA 02185

              	
                Computershare
      Trust Company

                Computershare
      Trust Company N.A.

                Attention:
      Corporate Actions

                161
      Bay State Drive

                Braintree,
      MA 02184

              


      

      


      DELIVERY
OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS

      SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

      


      Any
questions regarding this Subscription Certificate and the Offer may be directed
to the Information Agent: