Unassociated Document


     

    
      NOTICE
OF GUARANTEED DELIVERY

      FOR

      RIGHTS
CERTIFICATES

      ISSUED
BY

      GERMAN
AMERICAN BANCORP, INC.

       

      This
form, or one substantially equivalent hereto, must be used to exercise Rights to
subscribe to purchase 8% redeemable subordinated debentures due 2019
("Debentures") of German American Bancorp, Inc., an Indiana corporation
("GABC"), pursuant to the Rights Offering described in GABC's prospectus dated
[  ], 2009 (the "Prospectus") if a holder of Rights cannot deliver the
certificate(s) evidencing the Rights (the "Rights Certificate(s)"), to the
Subscription Agent listed below at or prior to 5:00 p.m., New York City time, on
[   ], 2009, unless such time is extended by GABC as described in
the Prospectus (as it may be extended, the "Expiration Date"). Such form must be
delivered by facsimile transmission, first class mail or overnight courier to
the Subscription Agent, and must be received by the Subscription Agent on or
prior to the Expiration Date.

       

      Payment
of the Subscription Price of 100% of the principal amount of Debentures
subscribed for upon exercise of such Rights must be received by the Subscription
Agent in the manner specified in the Prospectus at or prior to 5:00 p.m., New
York City time, on the Expiration Date even if the Rights Certificate(s)
evidencing such Rights is (are) being delivered pursuant to the Guaranteed
Delivery Procedures thereof.

       

      All
deliveries must be addressed to Computershare Trust Company, the subscription
agent for the Rights Offering (the "Subscription Agent"), as
follows:

       

      
        	
                By
      First Class Mail:

                 

                Computershare
      Trust Company

                P.O.
      Box 859208

                Braintree
      MA 02815-9208

                Attn:
      Voluntary Corporate Actions

                 

              	 
      	
                By
      Registered, Certified, or Overnight Courier:

                 

                Computershare
      Trust Company

                161
      Bay State Drive

                Braintree,
      MA 02184

                Attn:
      Voluntary Corporate Actions

              
	
                By
      facsimile transmission: (For Eligible Institutions Only)

                [  (781)
      930
  -4942        ]

              


      

       

      You
should confirm receipt of all facsimile transmissions by calling Computershare
Trust Company at [  (781) 930 -4900  ].

       

       

      You may
obtain additional information regarding the Rights Offering from the Information
Agent:

       

      The
Information Agent for the Rights Offering is:

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Ladies
and Gentlemen:

       

      The
undersigned hereby represents that the undersigned is the holder of Rights
Certificate(s) representing Right(s) and that such Rights Certificate(s) cannot
be delivered to the Subscription Agent at or before 5:00 p.m., New York City
time, on the Expiration Date. Upon the terms and subject to the conditions set
forth in the Prospectus, receipt of which is hereby acknowledged, the
undersigned hereby elects to exercise, subject to availability and proration,
(i) the Basic Subscription Privilege and Rounding-Up Privilege to subscribe to
purchase __________ in principal amount of Debentures (must be a denomination of
$10,000 or an integral multiple thereof) and (ii) the Over-Subscription
Privilege relating to such Rights, to the extent that Debentures that are not
otherwise purchased pursuant to the exercise of Rights are available therefor,
for an aggregate of __________ (must be a denomination of $10,000 or an integral
multiple thereof) in principal amount of Debentures.

       

      The
undersigned understands that payment of the Subscription Price of 100% of
principal amount for all Debentures subscribed for pursuant to the Basic
Subscription Privilege, the Rounding-Up Privilege and the Over-Subscription
Privilege must be received by the Subscription Agent at or before 5:00 p.m., New
York City time, on the Expiration Date and represents that such payment, in the
aggregate amount of $___________either (check appropriate box):

       

       ̈           is
being delivered to the Subscription Agent herewith

       

      OR

       

      
        	
                 
      

              	
                 ̈

              	
                has
      been delivered separately to the Subscription Agent in the manner set
      forth below (check appropriate box and complete information relating
      thereto):

              


      

       

      
        	
                 
      

              	
                 ̈

              	
                Uncertified
      check (Payment by uncertified check will not be deemed to have been
      received by the Subscription Agent until such check has cleared. Holders
      paying by such means are urged to make payment sufficiently in advance of
      the Expiration Date to ensure that such payment clears by such
      date.)

              


      

       

      
        	
                 
      

              	
                 ̈

              	
                certified
      or cashier’s check drawn upon a U.S.
bank

              


      

       

      
        	
                 
      

              	
                 ̈

              	
                U.S.
      postal money order

              


      

       

      
        Date of
check, draft or money order:

      

       

      
        Check,
draft or money order number:

      

       

      
        Bank on
which check is drawn:

      

       

      
        	
                Signatures

              	 
      	
                Address:

                 

              
	
                Name(s)

              	 
      	
                 

                 

              
	 
      	
                (Please
      type or print)

              	
                 

                 
      

              
	 
      	 
      	
                (Area
      code and Tel. #)

              
	
                Rights
      Certificate No(s). (if available):

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      GUARANTEE
OF DELIVERY

      (Not
To Be Used For Rights Certificate Signature Guarantee)

       

      The
undersigned, a member firm of a registered national securities exchange or of
the Financial Industry Regulatory Authority, or a commercial bank or trust
company having an office or correspondent in the United States, or a bank,
stockbroker, savings and loan association or credit union with membership in an
approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934, as amended, guarantees that the undersigned
will deliver to the Subscription Agent the certificates representing the Rights
being exercised hereby, with any required signature guarantee and any other
required documents, all within three (3) business days after the date
hereof.

       

      


       

      Dated:

      __________________________________________

       

      (Authorized Signature)

       

      


      __________________________________________

       

      (Name of Firm)

       

      


      __________________________________________

       

      (Address

       

      


      __________________________________________

       

      (Area code and Tel. #)

       

      The
institution which completes this form must communicate the guarantee to the
Subscription Agent and must deliver the Rights Certificate(s) to the
Subscription Agent within the time period specified above. Failure to do so
could result in a financial loss to such institution.