WELCOME
GERMAN AMERICAN BANCORP, INC.
Shareholder Rights Offering
Informational Meeting

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-157665

Mark A. Schroeder
President & CEO

Subordinated Debentures

8% Interest Rate

Unsecured Debt / Not FDIC Insured

Subordinated to All Other Creditors

Redeemable On or After March 30, 2012

Final Maturity Date of March 30, 2019

Purpose of Debt Offering

Qualifies as Regulatory Capital

Strengthening of Capital Base

Future Growth Opportunities

Regulatory Capital Cushion

Use of Offering Proceeds

General Corporate Purposes

Bank-Level Capital Contribution

Bradley M. Rust
Executive Vice President & CFO

Financial Overview

Total Assets

(Dollars In Millions)

Total Loans, Net of Unearned Income

= Commercial & Agricultural Loans as % of Total Loans

(Dollars In Millions)

Total Shareholder Equity

= Return on Equity

(Dollars In Millions)

Net Interest Income (Tax-Equivalent)

(Dollars In Thousands)

Total Non-Interest Income

(Excluding Securities Gains/Losses)

(Dollars In Thousands)

Non-Interest Expense

(Dollars In Thousands)

Net Income & Earnings Per Share

(Dollars In Thousands)

Terri A. Eckerle
Shareholder Relations Officer

Subscription Procedures

Subscription Certificate

Payment Options

Delivery Instructions

Deadline:  April 23, 2009

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