Exhibit
4.5 

    


    GERMAN
AMERICAN BANCORP, INC.

     

     Notice
of Offer of 8% Redeemable Subordinated Debentures due 2019 

     

    Pursuant
to Subscription Rights

     

     March
__, 2009 

    Dear
Shareholder:

     

     This
notice is being distributed by German American Bancorp, Inc. ("GABC") to all
holders of record of its common shares, no par value (the Common Stock"), at the
close of business on March 16, 2009 (the "Record Date"), in connection with a
distribution in a rights offering (the "Rights Offering") of non-transferable
subscription rights (the "Rights") to subscribe for and purchase 8% redeemable
subordinated debentures due 2019 (the "Debentures"). The Rights and Debentures
are described in the GABC prospectus dated March __, 2009 (the
"Prospectus").  The Rights will expire, if not exercised, at 5:00
p.m., New York City time, on April __, 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 owned of record 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 are evidenced by non-transferable subscription certificates (the
"Subscription Certificates") and will cease to have any value at the close of
business on the Expiration Date. 

    


     Enclosed
are copies of the following documents:  a copy of the Prospectus; your
Subscription Certificate; the form of Notice of Guaranteed Delivery; and a
return envelope addressed to Computershare, the subscription agent for the
Rights Offering (the "Subscription Agent"). 

     

     To
exercise Rights, you must properly complete and sign the Subscription
Certificate (or must cause an eligible institution to deliver on your behalf a
Notice of Guaranteed Delivery if you are following the Guaranteed Delivery
Procedures) and forward it, with payment of the Subscription Price in full for
all Debentures subscribed for pursuant to the Basic Subscription Privilege, the
Rounding-Up Privilege and the Over-Subscription Privilege, to the Subscription
Agent, as indicated in the Prospectus. The Subscription Agent must receive the
Subscription Certificate or Notice of Guaranteed Delivery with payment of the
Subscription Price, including final clearance of any checks, prior to 5:00 p.m.,
New York City time, on the Expiration Date. You cannot revoke the exercise of
your Rights. Rights not exercised prior to the Expiration Date will
expire.  

     

    Additional
copies of the enclosed materials may be obtained from the Information
Agent:

     

    The
Information Agent for the Rights Offering is:

     

    

     

    199 Water
Street – 26 th Floor,
New York, NY  10038

    Banks and
Brokers Call:  (212) 440-9800

    Call Toll
Free:  (800) 733-6860