Exhibit
4.7 

    GERMAN
AMERICAN BANCORP, INC.

     

     Notice
of Offer of 8% Redeemable Subordinate Debentures due 2019 

    Pursuant
to Subscription Rights

     

     March
__, 2009 

    To Our
Clients:

     

     Enclosed
for your consideration are a prospectus, dated March __, 2009, 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 March 16, 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 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 have 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 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. 

     

    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 Prospectus 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 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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. 

     

    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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