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

This Third Amendment To the Second Amended and Restated Loan And Subordinated Debenture Purchase Agreement (this “Amendment”), dated March 20th, 2009, is between JPMorgan Chase Bank, N.A. (“Lender), and German American Bancorp, Inc., an Indiana Corporation (“Borrower”).

1.           The parties 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, and that certain Second Amendment, dated September 30, 2008 (as amended, the “Prior Amended Loan Agreement”).

2.           The parties intend to further amend the Prior 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 Prior Amended Loan Agreement is referred to as the "Current Amended Loan Agreement."

3. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given in the Prior 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.  A mendments.

a.           Section 5.1 (Indebtedness).  The following sentence shall be added to Section 5.1 (Indebtedness).  “Notwithstanding any provision in this Section 5.1 to the contrary, Borrower shall be permitted to borrow up to $30,000,000.00 by issuing subordinated debentures, pursuant to the terms of that certain Indenture between the Borrower and Wells Fargo National Bank, National Association, as Trustee, substantially in the form attached as Exhibit 4.3 to the Borrower's Registration Statement on Form S-3 filed by it with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on March 3, 2009 (the "Indenture"), due March 30, 2019, on an unsecured basis, with interest-only payments semiannually, in arrears, on March 30 and September 30 of each year, beginning September 30, 2009, and principal paid on March 30, 2019, subject to Borrower's ability to redeem the subordinated debentures on or after March 30, 2012, in accordance with Article III of the Indenture; all such indebtedness shall be subordinated to the Loans as specified by Article X of the Indenture.”

b.           Section 7.8 (Notices) shall be amended by replacing the notices provision to the Lender with the following:

“JPMorgan Chase Bank, N.A.

10 S. Dearborn, 36th floor

Chicago, Illinois

Attention: Janet S. Leong

Telephone No.: (312) 732-6958

Fax No: (312) 732-7006

E-mail Address: janet.s.leong@chase. com”

2. R epresentations 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.