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:

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: