Second Amendment to Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement

This Second Amendment To the Second Amended and Restated Loan And Subordinated Debenture Purchase Agreement (this “Amendment”), dated September 30, 2008, is between JPMorgan Chase Bank, N.A. (“Lender), and German American Bancorp, Inc., an Indiana Corporation (“Borrower”).

1. The parties hereto have entered into that certain Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement, dated as of December 29, 2006, as amended by that certain First Amendment, dated September 28, 2007 (as amended, the “2007 Amended Loan Agreement”).

2. The parties intend to further amend the 2007 Amended Loan Agreement in accordance with the terms and subject to the conditions set forth in this Amendment. As amended and modified by this Amendment, the 2007 Amended Loan Agreement is referred to as the "2008 Amended Loan Agreement."

3. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given in the 2007 Amended Loan Agreement.

Now, Therefore, in consideration of the mutual representations, warranties, covenants, and agreements, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Amendments.

a. Recitals. In paragraph 2, the word “$35,000,000” shall be replaced with “$30,000,000.”

Second Amendment

Second Amended and Restated

Loan and Subordinated Debenture Purchase Agreement

German American Bancorp, inc.

b. Definitions – “Revolving Loan Amount”. The “Revolving Loan Amount” shall be amended by replacing “$15,000,000” with “$10,000,000”.

c. Definitions – “Revolving Loan Maturity Date”. The “Revolving Loan Maturity Date” shall be amended to mean September 30, 2009.

d. Section 2.1.2 (The Revolving Loan). Section 2.1.2 (The Revolving Loan) shall be amended by replacing the words “1.15% (115 basis points)” with the words “1.65% (165 basis points)”.

e. Section 2.9 (Non-Use Fee). There shall be added the following Section 2.9: “2.9 (Non-Use Fee). Borrower shall pay Lender a non-refundable fee on the unused portion of the maximum amount available under the Revolving Loan Amount of .35% (thirty-five basis points) per annum, due quarterly in arrears.

2. Representations and Warranties.

The Borrower represents and warrants to the Lender as follows:

a. No Event of Default has occurred and is continuing (or would result from the amendments contemplated by this Amendment).

b. The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by any Person (including any Governmental Agency) to be effective and enforceable.

c. This Amendment and the other Loan Documents (as amended by this Amendment) constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

d. All representations and warranties of the Borrower in the 2007 Amended Loan Agreement are true and correct, except, for the purposes of this Amendment only, all references in (a) Section 3.4.2 (Subsidiaries) to “September 30, 2006” shall instead refer to “June 30, 2008”, (b) Section 3.4.3 (Financial Statements) and in Section 3.4.9 (Restriction) to “December 31, 2005” shall instead refer to “December 31, 2007”, and “September 30, 2006” shall instead refer to “June 30, 2008”, (c) Section 3.4.10 (No Material Adverse Change) to “December 31, 2005” shall instead refer to “December 31, 2007”, and (d) Section 3.4.11 (Reserve for Possible Loan and Lease Losses) references to “September 30, 2006” shall instead refer to “June 30, 2008”.

e. As of the date of this Amendment, the Borrower's obligations under the 2007 Amended Loan Agreement and under the other Loan Documents are not subject to any defense, counterclaim, set-off, right to recoupment, abatement or other claim.

3. Conditions.

a.  Notwithstanding anything to the contrary contained elsewhere in the 2008 Amended Loan Agreement, the obligation of the Lender to agree to the modifications contemplated by this Amendment shall be subject to the performance by the Borrower prior to the date on which this Amendment is executed of all of its agreements to have been performed under the 2007 Amended Loan Agreement. The obligations to continue to make disbursements of proceeds under the Loans are, and shall remain, subject to the conditions precedent (a) set forth in the 2007 Amended Loan Agreement, (b) that the representations and warranties set forth in this Amendment be true, accurate and complete as of the date of this Amendment, and (c) that Borrower shall have fully complied with all of its promises and covenants set forth in this Amendment.

b.  In addition to other conditions set forth in this Amendment and the 2007 Amended Loan Agreement, including, without limitation, those applicable to the making of Loans, the obligations of the Lender under the 2008 Amended Loan Agreement shall be subject to the performance by the Borrower of all of its agreements to have been performed under the 2008 Amended Loan Agreement and to the receipt of the following, duly executed and dated the date of this amendment, and in form and substance satisfactory to the Lender and its counsel:

i. a copy, certified by the Secretary or Assistant Secretary of the Borrower, of its Board of Directors' resolutions authorizing the execution, delivery, and performance of this Amendment and the 2008 Amended Loan Agreement;

ii. A Restated Revolving Note in the form of Exhibit A to this Amendment.

c. Borrower shall pay or reimburse Lender for all of its reasonable out-of-pocket costs, expenses and attorneys’ fees incurred in connection with this Amendment, and the consummation of the transactions contemplated hereby, as agreed by the parties.

4. Additional Terms.

a.  Acknowledgment of Indebtedness under the 2007 Amended Loan Agreement . The Borrower acknowledges, confirms and affirms it obligations and indebtedness to the Lender, as of the date of this Amendment without defense, setoff, or counterclaim, in the aggregate principal amounts provided for in the Loan Documents, including the Notes. The aggregate principal amount of the Revolving Loan evidenced by the Revolving Note outstanding as of the date of this Amendment is Zero Dollars ($0.00). The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender under the 2007 Amended Loan Agreement or the Loan Documents, nor constitute a waiver of any provision continued in such documents, except as specifically set forth in this Amendment.

b.  The 2008 Amended Loan Agreement . All references in the Loan Documents and the 2007 Amended Loan Agreement to the term "Agreement" shall be deemed to refer to the 2008 Amended Loan Agreement.

c.  Amendment and 2007 Amended Loan Agreement . This Amendment supplements and is by this Amendment made a part of the 2007 Amended Loan Agreement, and the 2007 Amended Loan Agreement and this Amendment shall from and after the date of this Amendment shall together constitute the 2008 Amended Loan Agreement. Except as otherwise set forth in this Amendment, the 2007 Amended Loan Agreement shall remain in full force and effect.

d.  Counterparts . This Amendment may be executed by facsimile and in one or more counterparts, each of which shall be deeme