EXHIBIT 99

THIS PROXY IS  SOLICITED  ON BEHALF OF THE BOARD OF  DIRECTORS  FOR THE  SPECIAL
MEETING OF SHAREHOLDERS OF HOLLAND BANCORP, INC.

     I hereby appoint Marlin Gray, M.D., and Philip Schneider, and each of them,
my proxies, with the power of substitution, to vote all Common Shares of Holland
Bancorp,  Inc.  (the  "Corporation")  that I am  entitled to vote at the Special
Meeting of  Shareholders  to be held at The Holland  National  Bank,  Southridge
Branch, 7240 South US 231, Huntingburg,  Indiana, 47542 on Wednesday,  September
20, 2000 at 7:30 p.m.  local time,  and any  adjournments  thereof,  as provided
herein.

     THIS PROXY WILL BE VOTED AS  SPECIFIED.  IN THE ABSENCE OF  SPECIFICATIONS,
THIS PROXY WILL BE VOTED FOR ITEM 1. THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE
FOR ITEM 1.

     This proxy may be revoked at any time prior to its exercise upon compliance
with the procedures set forth in the Corporation's  Prospectus/Proxy  Statement,
dated August 11, 2000.

     SHAREHOLDERS  SHOULD MARK,  SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POST-PAID ENVELOPE.

     1. Merger of Holland Bancorp, Inc., with and into German American Bancorp.
          [ ] FOR     [ ]  AGAINST     [ ]  ABSTAIN

     2. In their discretion,  the proxies are authorized to vote upon such other
business as may properly come before the meeting.

Dated: _________________, 2000

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                                              Signature or Signatures

                                       (Please sign exactly as your name appears
                                       on this  proxy.  If shares  are issued in
                                       the name of two or more persons, all such
                                       persons should sign. Trustees,  executors
                                       and others  signing  in a  representative
                                       capacity  should indicate the capacity in
                                       which they sign).