Exhibit

THIS FOURTH OMNIBUS AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is made and entered into effective as of December 28, 2016, by and between [i] STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation having an address of 1040 East Main Street, Louisville, Kentucky 40206 (“Lender”), and [ii] GERMAN AMERICAN BANCORP, INC., an Indiana corporation with an address at 711 Main Street, Jasper, Indiana 47546 (the “Borrower”).

Reference is made to that certain Promissory Note (Revolving Note), dated as of January 25, 2013, payable by Borrower to the order of Lender in the face principal amount of $10,000,000, that certain Loan Agreement dated as of January 25, 2013, between Borrower and Lender, and that certain Stock Pledge Agreement, dated as of January 25, 2013, between Borrower and Lender, each as amended by that certain Omnibus Amendment to Loan Documents dated as of December 31, 2013, between Borrower and Lender, as further amended by that certain Second Omnibus Amendment to Loan Documents dated as of December 30, 2014, between Borrower and Lender, and as further amended by that certain Third Omnibus Amendment to Loan Documents dated as of December 29, 2015, between Borrower and Lender. Said Promissory Note (Revolving Note), Loan Agreement and Stock Pledge Agreement, as so amended, are referred to herein, respectively, as the “Loan Agreement”, the “Revolving Note” and the “Pledge Agreement”.

WHEREAS, Lender and Borrower desire to extend the maturity date of the Revolving Note from December 28, 2016 to December 27, 2017, and are entering into this Amendment to amend the Revolving Note, the Loan Agreement and the other Loan Documents, as such term is defined in the Loan Agreement (as so defined, the "Loan Documents"), to effect such extension.

NOW, THEREFORE, in consideration of the premises and for other valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and intending to be legally bound, it is hereby agreed as follows:

FOR VALUE RECEIVED, the undersigned, GERMAN AMERICAN BANCORP, INC., a Indiana corporation with an address at 711 Main Street, Jasper, Indiana 47546 (the “Borrower”), hereby promises and agrees to pay to the order of STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation (“Lender”), having an address of 1040 East Main Street, Louisville, Kentucky 40206, an aggregate principal sum equal to the lesser of [i] TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00), or [ii] so much thereof as is advanced hereunder and not repaid, together with interest thereon as hereinafter provided, in lawful money of the United States of America, in the manner set forth herein, on or before December 27, 2017 (the “Final Maturity Date”).

1.2 This Amendment is not intended to, and shall not, affect a novation of the obligations expressed in the Revolving Note or the Loan Documents. Except as expressly provided herein, the Revolving Note shall continue to be in full force and effect from and after the date of this Amendment as it was prior to the date hereof.

1.34 “Revolving Loan Expiration Date” means December 27, 2017, or such later date or dates, if applicable, as to which Borrower and Lender (each in their sole and absolute discretion, which may be exercised arbitrarily) may agree in writing.

[ii] Promissory Note dated as of January 25, 2013, made by GERMAN AMERICAN BANCORP, INC., an Indiana corporation (the "Borrower"), to the order of STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation ("Lender"), in the face principal amount of $20,000,000.00, as amended by that certain Omnibus Amendment to Loan Documents effective as of December 31, 2013, as further amended by that certain Second Omnibus Amendment to Loan Documents effective as of December 30, 2014, and as further amended by that certain Third Omnibus Amendment to Loan Documents effective as of December 29, 2015, and as further amended by that certain Fourth Omnibus Amendment to Loan Documents effective as of December 28, 2016 (collectively, the "Revolving Note") and maturing on December 27, 2017.

2.4 Effective as of the date hereof, each reference contained in the Loan Agreement to the Revolving Note or the final maturity date of the Revolving Note shall mean and be deemed to refer to the same as amended by this Amendment.

3.1 Effective as of the date hereof, each reference to the Revolving Note, the Loan Agreement, or the final maturity date of the Revolving Note contained in the Pledge Agreement shall hereby be deemed to refer to the same as amended by this Amendment.

4.1 Effective as of the date hereof, each reference contained in the Loan Documents to the Revolving Note, the Loan Agreement, the Pledge Agreement or any of the other Loan Documents shall mean and be deemed to refer to each of the same as amended by this Amendment.

5.1 This Amendment shall become effective when, and only when, [i] Lender has received this Amendment duly executed by Borrower together with any extension fees, unused loan fees, and required payments of principal or interest due under the Loan Documents as of the date hereof, and [ii] Lender has received such other documents, instruments and certificates as Lender may reasonably request to insure the binding effect in accordance with the terms hereof and of the Loan Documents and to establish the security for the benefit of Lender contemplated thereby.

6.1 Except as modified by this Amendment, all of the provisions of the Loan Documents shall continue in full force and effect in the same form as they existed immediately prior to the effectiveness of this Amendment. This Amendment is not intended to, and shall not, affect a novation of the obligations expressed in the Loan Documents, nor are any of the Loan Documents intended to be released, altered or changed in any manner except as expressly provided herein, and the lien of such documents shall continue to be in full force and effect from and after the date of this Amendment as it was prior to the date hereof.

6.2 By executing this Amendment, the Borrower hereby represents and warrants that the parties signing this Amendment and any other documents related thereto on behalf of the Borrower each have the full power and authority to execute the same, and that the above mentioned

6.3 The Borrower hereby acknowledges and agrees that neither it nor any other party has any defenses or offsets to the payment of any amount due to Lender under any of the Loan Documents, and that neither it nor any other party has any defenses to the performance of any of the obligations arising under or in connection with any of the other Loan Documents.

6.4 This Amendment contains the final, complete and exclusive understanding of the parties to it with regard to its subject matter, may not be modified except pursuant to a writing signed by the party charged with the modification, shall be binding upon and inure to the benefit of the respective successors and assigns of each of the parties to it and shall be governed in all respects by the laws of the Commonwealth of Kentucky. Borrower agrees to pay all costs and expenses incurred by Lender, including reasonable attorneys’ fees, in connection with the preparation of this Amendment and the documents delivered pursuant to it.

Borrower hereby restates and confirms each of the representations and warranties contained in the Loan Agreement and the other Loan Documents to which it is a party, respectively, as modified by this Amendment, and represents and warrants to, and agrees with, Lender that it has no offsets, defenses, claims or counterclaims to, or in connection with, any of its obligations pursuant thereto.

On this, the 28^th day of December, 2016, before me, a Notary Public, the undersigned officer, personally appeared Bradley M Rust, who acknowledged himself to be the EVP & CFO of GERMAN AMERICAN BANCORP, INC., an Indiana corporation, and that he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing on behalf of said corporation.

On this, the 29^th day of December, 2016, before me, a Notary Public, the undersigned officer, personally appeared James E. Brown, who acknowledged himself/herself to be the Senior Vice President of STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation, and that he/she, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing on behalf of said corporation.



	GERMAN AMERICAN BANCORP, INC., an Indiana corporation

	By:	/s/ Bradley M Rust

	Print Name:	Bradley M Rust

	Title:	EVP & CFO



STATE OF	Indiana	)
		)	ss:
COUNTY OF	Dubois	)



	STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation

	By:	/s/ James E. Brown

	Print Name:	James E. Brown

	Title:	Senior Vice President



STATE OF KENTUCKY		)
		)	ss:
COUNTY OF	Jefferson	)



	“Borrower”



	/s/ Melissa L Hafele
	Notary Public



	“Lender”



	/s/ Judy Jennings
	Notary Public