EARLY RETIREMENT AND GENERAL RELEASE AGREEMENT

THIS EARLY RETIREMENT AND GENERAL RELEASE AGREEMENT (hereinafter “Agreement”) is voluntarily entered into as of the date(s) set forth below by and between the undersigned individual, Stan J. Ruhe (hereinafter referred to in the first person as "I," "me," etc.) and German American Bancorp, an Indiana banking corporation.

WHEREAS, I have provided notice that I desire to retire from my employment, and the parties have agreed that my employment shall terminate on December 26, 2008 ("Retirement Date") as a result of my decision to retire; and

WHEREAS, the parties have reached an amicable agreement regarding my retirement and, while neither party believes that any claims exist between us, the parties wish to enter into this Agreement in order to memorialize our agreement and to resolve any and all claims that I may have, as described in this Agreement, and to further define the obligations that the parties have to one another including, but not limited to, the confidentiality of various matters.

NOW, THEREFORE, in consideration of the mutual understandings, covenants, and the release contained herein, and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties hereby voluntarily agree as follows:

1.   Definitions . Specific terms used in this Agreement have the following meanings: (a) words such as "I," "me," and "my" include both the undersigned and anyone who has or obtains any legal right or claims through me; and (b) "Company" means German American Bancorp, its past and present officers, directors, employees, trustees, parent, agents, divisions, affiliates, insurers, any and all employee benefit plans (and any fiduciary of such plans) sponsored by such entities, and each such entity's subsidiaries, predecessors, successors, and assigns, and all other entities, persons, firms, or corporations liable or who might be claimed to be liable, none of whom admit any liability to me, but all of whom expressly deny any such liability.

2. My Claims . I hereby release Company from any and all claims and actions that I may have against it. The claims I am releasing ("My Claims") include all of my rights to any relief of any kind from the Company, including without limitation, all claims I have now, whether or not I now know about the claims. These claims include, but are not limited to the following:

(a) all claims relating to my retirement from and/or my employment with Company, or the termination of that employment, including, but not limited to, any claims arising under the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1866; the Age Discrimination in Employment Act ("ADEA"); the Older Worker Benefits Protection Act ("OWBPA"); the Employee Retirement Income Security Act; the Family and Medical Leave Act ("FMLA") (to the extent that FMLA claims may be released under governing law); the Americans with Disabilities Act; and/or any other federal, state or local law, including, without limitation, the Indiana Civil Rights Law;

(b) all claims under any principle of common law or equity, including but not limited to, claims for alleged unpaid compensation or other monies (other than salary I earn prior to my Retirement Date); commissions; any tort; breach of contract; and any other allegedly wrongful employment practices; and

(c) all claims for any type of relief from the Company, including but not limited to, claims for damages, costs and attorney's fees.

3.   Exclusions From Release.   I understand that My Claims released under this Agreement do not include any rights or claims that may arise after the Effective Date of this Agreement (the “Effective Date” of this Agreement is that date occurring on the eighth (8 ^th ) day after I sign this Agreement, provided that I do not revoke it, as described below). I understand I do not waive future claims. Also, I further understand that nothing in this Agreement shall in any way adversely affect whatever vested rights I may have to benefits under any retirement or other employee benefit plan. In addition, I acknowledge that this Agreement is not intended to (a) prevent me from filing a charge or complaint including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”); (b) prevent me from participating in any investigation or proceeding conducted by the EEOC; or (c) establish a condition precedent or other barrier to exercising these rights. While I have the right to participate in an investigation, I understand that I am waiving my right to any monetary recovery arising from any investigation or pursuit of claim on my behalf. I acknowledge that I have the right to file a charge alleging a violation of the ADEA with any administrative agency and/or to challenge the validity of the waiver and release of any claim I might have under the ADEA without either: (a) repaying to the Company the amounts paid by it to me or on my behalf under this Agreement; or (b) paying to the Company any other monetary amounts (such as attorney's fees and/or damages).

4.   Amendment to Confidentiality and Non-Compete Agreement . The Company and I entered into a Confidentiality and Non-Compete Agreement (“Non-Compete Agreement”), dated July 1, 2000, which shall remain enforceable in accordance with its terms and conditions. Because the Company has agreed, in this Agreement, to make payments to me for a period of four (4) years and nine (9) months after my Retirement Date, I agree that Section 8 of the Non-Compete Agreement is hereby amended and said Section 8 shall heretofore be replaced by a new Section 8 , as set forth in Exhibit A , attached to and incorporated in this Agreement.

5.   Company's Agreement to Make Payments to Me . In exchange for my release and other promises made by me in this Agreement, and on the condition that I enter into the Supplemental Release Agreement with Company, attached to and incorporated herein as Exhibit B , on or after my Retirement Date, and on the further conditions that my employment is not terminated and that I do not resign prior to the Retirement Date, the Company agrees as follows:

(a)   As soon as practical after June 26, 2009 (six (6) months following the Retirement Date), the Company shall pay me Thirty Seven Thousand Five Hundred Dollars ($37,500), less taxes and other required deductions ("Initial Payment"). Thereafter, the Company shall pay me an annualized amount of Seventy Five Thousand Dollars ($75,000), which amount shall be prorated for partial calendar years, and payable in equal installments on a biweekly basis, less taxes and other required deductions. The parties agree that the first biweekly installment shall be paid to me as soon as practical after the Initial Payment, and that no payment shall be paid to me after I reach the age of 62 (September 2, 2013). In the event of my death prior to September 2, 2013, any remaining unpaid biweekly installment payments shall be paid in accordance with the same schedule set forth above to my surviving spouse or, if she does not survive me, to my estate.

(b)   The Company agrees that, effective on the Retirement Date, I shall be eligible to elect early retiree medical insurance coverage under the German American Bancorp, Inc. Employee Benefits Plan, as it may be amended from time to time.

I acknowledge that the foregoing constitutes full and fair consideration for the release of My Claims and the other promises made by me in this Agreement, that the Company is not otherwise obligated to provide such consideration to me, and that it is in addition to any other sums to which I am otherwise due. I also acknowledge that I have received all other forms of compensation, of whatever kind, that may be due to me by Company, other than salary that I will earn prior to my Retirement Date.

In addition, I understand and agree that during my remaining employment with the Company I shall perform all assigned duties and responsibilities to the best of my abilities and in a timely and professional manner, and I shall continue to adhere to all Company policies and procedures. I understand that among my responsibilities will be to assist the Company in business transition matters and I shall remain actively engaged in all responsibilities that may be assigned to me during my remaining employment. I also understand that during my remaining employment, I shall remain an at-will employee and that if the Company determines, in its sole discretion, that I have failed to perform my duties and responsibilities as described above, it may terminate my employment at any time, in which case I shall not be entitled to any payment pursuant to this Agreement or any other payment from the Company, other than the salary I earn through my last day of employment.

I agree to comply with all of the terms and conditions of this Agreement. I understand and agree that if I fail to do so, including, but not limited to, those set forth above, I shall not be entitled to any payment pursuant to this Agreement or any other payment from the Company, other than the salary I earn through my last day of employment.

6.   Return of Company Property . I hereby represent and warrant that, on or before the Retirement Date, or at such other time as requested by the Company, I shall return to the Company all of its property that was ever in my possession or control. This property includes, but is not limited to, financial and other business records, personnel records, office and other keys, directories, computer hardware and software, books, documents, memoranda, and all other records, and copies of all such items.

7.   Termination of Relationship . I acknowledge that my employment will be separated as of the Retirement Date. I acknowledge that neither the Company nor its successors have any obligation, contractual or otherwise, to rehire, reemploy, recall, or hire me in the future.

8.   Consultation with Attorney . As required by the ADEA and OWBPA, I acknowledge that the Company has advised me that it is up to me as to whether I consult an attorney prior to signing this Agreement, and that the Company has advised that I should do so.

9.   Confidentiality and Non-Disparagement . In further consideration of the payment described above, I agree, consistent with applicable law, to protect the Company from intrusion into its business by not disclosing to any third-party any confidential information or trade secrets of the Company. Such information includes, but not limited to, confidential information regarding the sales and other business activities of the Company, and information regarding the Company's employees, services, marketing strategies, business plans, operations, costs, research and development efforts, technical data and know-how, financial information, internal procedures, forecasts, methods, trade secrets, software programs, project requirements, inventions, trademarks, trade names, and similar information regarding the Company’s business (collectively referred to as “Confidential Information”). I agree that all such Confidential Information is and shall remain the sole and exclusive property of the Company. Except as may be expressly authorized by the Company in writing, or as may be required by law after providing due notice thereof to the Company, I agree not to disclose, or cause any other person or entity to disclose, any Confidential Information to any third party as long as such information remains confidential (or as limited by applicable law) and I agree not to make use of any such Confidential Information for my own purpose or for the benefit of any other entity or person.  I agree to refrain from making any negative or disparaging statement about the Company, its employees, agents, operations, or plans. In further protection of the interests of the Company, I agree that, as to any matters currently pending, or which arise relating to my employment with the Company, I will cooperate with the Company and its attorneys in connection with any proceeding involving the Company before a court, an administrative agency, governmental organization, or an arbitrator. I further understand that it is an essential and material condition of this Agreement that the existence and terms of this Agreement are to remain strictly confidential and shall not be disclosed by me to any person other than to my attorney, my spouse, or as required by law. This Agreement shall supplement any obligations that I may have to Company pursuant to the Non-Compete Agreement and pursuant to all applicable state and federal trade secrets laws.

10.   Violation of Agreement . I agree that if I violate this Agreement by suing the Company for any of My Claims (other than one under the ADEA or the OWBPA), or in any other respect, I will pay all costs and expenses of defending the action or lawsuit incurred by the Company, including but not limited to, reasonable attorneys’ fees, costs, disbursements, awards, and judgments. In addition, if I violate this Agreement by suing the Company for any of My Claims (other than one under the ADEA or the OWBPA), or if I violate it in any other respect, I will promptly reimburse the Company all amounts paid to me by it under this Agreement, plus legal interest, and the Company shall be relieved of all obligations to me under this Agreement, and the Company shall be entitled to collect all amounts paid to me by it through legal process or otherwise, from me. As to any actions, claims, or charges that would not be released because of the revocation, invalidity, or unenforceability of this Agreement (other than one under the ADEA or the OWBPA), I understand that the return of the payments made by the Company under this Agreement to me and on my behalf, with legal interest, is a prerequisite to asserting or bringing any such claims, charges, or actions. In the event the Company brings any successful action against me to enforce this Agreement, I shall reimburse the Company for its attorneys' fees, costs and expenses incurred in such action.

11.   Severability . I understand, and it is my intent, that in the event this Agreement is ever held to be invalid or unenforceable (in whole or in part) as to any particular type of claim or charge or as to any particular circum