Unassociated Document


     

    
      GERMAN
AMERICAN BANCORP, INC.

       

      Offer
of 8% Redeemable Subordinate Debentures due 2019

      Pursuant
to Subscription Rights

       

      [   ],
2009

      To Our
Clients:

       

      Enclosed
for your consideration are a prospectus, dated [  ], 2009, and
Instructions as to use of GABC Rights Certificates relating to the offering (the
"Rights Offering") by German American Bancorp, Inc. ("GABC") of 8% redeemable
subordinated debentures due 2019 (the "Debentures") pursuant to non-transferable
subscription rights (the "Rights") being distributed to all holders of record of
shares of GABC’s common shares, no par value (the "Common Stock"), at the close
of business on [  ], 2009 (the "Record Date"). The Rights and
Debentures are described in the Prospectus.

       

      The
Rights will expire, if not exercised, at 5:00 p.m., New York City time, on
[  ], 2009, unless extended in the sole discretion of GABC (as it may
be extended, the "Expiration Date").

       

      As
described in the accompanying Prospectus, you will receive one (1) Right for
each share of Common Stock carried by us in your account as of the close of
business on the Record Date.

       

      Each
Right entitles you to subscribe for $1.36 in principal amount of Debentures at a
subscription price of 100% of the principal amount (the "Subscription Price")
(the "Basic Subscription Privilege").  Debentures are being issued in
denominations of $10,000 and integral multiples of $10,000.  You may
round up the principal amount of your Basic Subscription Privilege to the next
highest integral multiple of $10,000 (the "Rounding-Up
Privilege").  For example, if you hold 5,000 shares, you would have
5,000 Rights, exercisable for $6,800 in principal amount of Debentures under the
Basic Subscription Privilege, but would be entitled to subscribe to purchase
$10,000 in principal amount of Debentures under the Rounding-Up
Privilege.  If you exercise your Basic Subscription Privilege in full
including your Rounding-Up Privilege, you may also exercise an over-subscription
privilege (the "Over-Subscription Privilege") to purchase additional Debentures
that remain unsubscribed for at the expiration of the Rights Offering. If
holders subscribe to purchase a greater principal amount of Debentures than is
available to be purchased pursuant to the Rights Offering, GABC will allocate
the Debentures to be issued in accordance with the method for allotting
Debentures described in the Prospectus.  See "The Rights Offering –
Allocation Procedures if Subscriptions Exceed Offering Size."  Excess
subscription payments will be returned to subscribers without
interest.

       

      The
Rights will be evidenced by non-transferable Rights certificates (the "Rights
Certificates") and will cease to have any value at the close of business on the
Expiration Date.

       

      THE
MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON
STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES
OF RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR
INSTRUCTIONS.

       

      Accordingly,
we request instructions as to whether you wish us to elect to subscribe for any
Debentures to which you are entitled pursuant to the terms and subject to the
conditions set forth in the enclosed Prospectus. However, we urge you to read
the document carefully before instructing us to exercise your
Rights.

       

      Your
instructions to us should be forwarded as promptly as possible in order to
permit us to exercise or sell Rights on your behalf in accordance with the
provisions of the Rights Offering.  The Rights Offering will expire at
5:00 p.m., New York City time, on the Expiration Date. Once you have exercised
the Basic Subscription Privilege, the Rounding-Up Privilege and the
Over-Subscription Privilege, such exercise may not be
revoked.

       

      If you
wish to have us, on your behalf, exercise the Rights for any Debentures to which
you are entitled, please so instruct us by completing, executing and returning
to us the instruction form on the reverse side of this letter.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Any
questions or requests for assistance concerning the rights offering should be
directed to:

       

      The
Information Agent for the Rights Offering is:

       

      

       

       

      BENEFICIAL
OWNER ELECTION FORM

       

      INSTRUCTIONS

       

      The
undersigned acknowledge(s) receipt of your letter and the enclosed materials
referred to therein relating to the offering of 8% redeemable subordinated
debentures due 2019 (the "Debentures ") of German American Bancorp, Inc.
("GABC").

       

      This will
instruct you whether to exercise Rights to purchase Debentures distributed with
respect to the shares of Common Stock held by you for the account of the
undersigned, pursuant to the terms and subject to the conditions set forth in
the Prospectus and the related "Instructions as to Use of GABC Rights
Certificates."

       

      Box
1.   ̈
Please DO NOT EXERCISE RIGHTS for Debentures.

       

      Box
2.   ̈
Please EXERCISE RIGHTS for Debentures as set forth below.

       

      
        	 
      	
                Principal Amount of Debentures Subscribed
      For*

              	 
      	
                 

                Payment**

              
	
                Basic
      Subscription Privilege with Rounding-Up Privilege

              	
                _________________  x

              	 
      	
                $_____________(Line
      1)

              
	
                Over-Subscription
      Privilege

              	
                _________________  x

              	 
      	
                $_____________
      (Line 2)

              
	
                Total
      Payment Required

              	 
      	 
      	
                $_____________
      (Sum of Lines 1 and 2)

              


      

       

      * Must be
in denominations of $10,000 or integral multiples thereof

       

      **100% of
principal amount * 100% of principal amount

       

      


      Box
3.   ̈
Payment in the following amount is enclosed: $____________.

       

      Box
4.   ̈
Please deduct payment of $ ____________ from the following account maintained by
you as follows:

       

       

      
        	___________________________ 	 	____________________________ 
	Type of
      Account	 	Account
  No.
	 	 	 
	 	 	____________________________ 
	 	 	Signature(s)


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Date:                                                                           Please
type or print name(s) below:

                                                                                          
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