Unassociated Document


     

     Exhibit
4.8 

    NOTICE
OF GUARANTEED DELIVERY

    FOR

     SUBSCRIPTION
CERTIFICATES 

    ISSUED
BY

    GERMAN
AMERICAN BANCORP, INC.

     

     This
form, or one substantially equivalent hereto, must be used to exercise and pay
for 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
March __, 2009 (the "Prospectus") if a holder of Rights cannot deliver the
certificate(s) evidencing the Rights (the "Subscription Certificate(s)"), or
payment for those Rights, to the Subscription Agent listed below at or prior to
5:00 p.m., New York City time, on April __, 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 third business day following the Expiration Date if the
Subscription 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
      Mail: 

               

               Computershare
      Trust Company 

               P.O.
      Box 859208 

               Braintree
      MA 02815-9208 

               Attn:
      Voluntary Corporate Actions 

            	  
      	
               By
      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 Subscription
Certificate(s) representing Right(s) and that such Subscription 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 third business day following the Expiration Date and
represents that such payment, in the aggregate amount of $___________, and
either (check appropriate box): 

     

    
      
        
          	
                   
      

                	
                   ̈

                	
                  is
      being delivered to the Subscription Agent
  herewith

                


        

      

       

      OR

       

      
        	
                 
      

              	
                  ̈ 

              	
                 will be 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

              


      

    

    
       

      
        	
                 
      

              	
                 ̈

              	
                money
  order

              


      

    

     

     Date
of check or money order: 

     

     Check
number: 

     

    Bank on
which check is drawn:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                     Name(s): 

                                     

                                  	  
      	
                                     Address: 

                                     

                                  
	
                                     

                                  	   
      	   
      
	  
      	
                                     

                                  	   
      
	  
      (Please
      type or print) 	 	
                                     

                                  
	   	   	   
	   	   	
                                     (Area
      code and Tel. #) 

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

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    GUARANTEE
OF DELIVERY

     (Not
To Be Used For Subscription 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, and payment, 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 Subscription Certificate(s), and
payment, to the Subscription Agent within the time period specified above.
Failure to do so could result in a financial loss to such
institution.