AMENDMENT TO EXECUTIVE DEFERRED COMPENSATION AGREEMENT


         This Amendment to Executive Deferred Compensation  Agreement is entered
into as of August 31, 2000, by and between The German  American  Bank, a banking
corporation  organized  and  existing  under  the laws of the  state of  Indiana
("German American"), and George W. Astrike ("Executive").

                                   BACKGROUND

     A. German American and the Executive  previously  entered into an Executive
Deferred Compensation Agreement, effective January 1, 1993.

     B. The parties now wish to amend the Agreement as provided herein.

     Therefore, the Agreement is amended as follows,  effective as of January 1,
1993:

                                    AMENDMENT

     1.   Section 1.7 is amended to read as follows:

          "Deferred  Compensation  Benefit"  means  that  benefit  that  can  be
          provided by annuitizing the Executive's  Retirement Account over a one
          hundred eighty (180) month period. The monthly interest factor used to
          annuitize the account  balance shall be the average  Monthly  Interest
          Factor from the Effective Date until Normal Retirement Date.

     2.   Section 1.13 is amended to read as follows:

          "Monthly  Interest Factor" means monthly  compounding of interest,  as
          follows:  (a) from the Effective  Date through  December 31, 1995, the
          greater of .667% or Moving Average ROE (as defined in Subsection 1.14)
          divided by twelve (12);  and (b) after  December 31, 1995, the greater
          of .667% or the Moving Average ROE, as limited under  Subsection 1.18,
          divided by twelve  (12).  For  purposes  of clauses (a) and (b) above,
          monthly  crediting of interest shall be administered  as follows:  the
          balance of the  Retirement  Account  shall be credited  with  interest
          monthly at a rate of .667%,  and within  sixty (60) days after the end
          of each  calendar  year end through  the Normal  Retirement  Date,  an
          additional  amount shall be credited to the Retirement  Account to the
          extent that ROE exceeds 8%. When  applicable,  such additional  amount
          shall be credited in a manner that results in the actual interest rate
          for each month of the  previous  calendar  year being  equal to Moving
          Average ROE (subject to the limitations under Subsection 1.18) divided
          by twelve (12).




     3.   Section 1.14 is amended to read as follows:

          "Moving  Average  ROE"  means a five (5) year  moving  average of ROE,
          subject to the limitation under Subsection 1.18. Such an average is to
          be computed by  accumulating  ROE for each of the most recent five (5)
          years and dividing  the total by five (5), so that equal  weighting is
          given to each year.

     4.   Section 1.15 is amended to read as follows:

          "Normal Retirement Date" means January 1, 2002.

     5.   Section 1.18 is amended to read as follows:

          "ROE" means,  for years beginning prior to January 1, 1996, the return
          on equity of the Bank,  computed  by  dividing  net income for a given
          year by average stockholders' equity for that year.  Thereafter,  ROE,
          for purposes of the Agreement, shall not exceed 11.75%.

     6.   Section 4.2 shall be amended to read as follows:

          Disability  Retirement  Benefit.  Notwithstanding  any other provision
          hereof,  if requested by the Executive and approved by the Board,  the
          Executive shall be entitled to receive a disability retirement benefit
          hereunder if he terminates service prior to his Normal Retirement Date
          due to Disability.  If the Executive's  service is terminated pursuant
          to this  paragraph and Board  approval is obtained,  the Executive may
          elect to begin receiving a disability  retirement benefit.  The amount
          of the monthly  benefit shall be the annuity  value of the  Retirement
          Account.  The monthly  interest  factor used to annuitize  the account
          balance  shall  be  the  average  Monthly  Interest  Factor  from  the
          Effective  Date until the date of  disability.  Said benefit  shall be
          distributed  in accordance  with the Payout  Period.  In the event the
          total benefits  received by the Executive  pursuant to this Subsection
          are less  than the  total  Survivor's  Benefit,  upon the  Executive's
          death, an additional lump sum payment shall be made to the Executive's
          Beneficiary to make up the difference.

     8.   Except as provided  above,  the original  provisions  of the Agreement
          shall remain in effect.


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     The duly authorized  representative  of The German American Bank has signed
this Amendment on behalf of German American, and Mr. Astrike has signed below in
his individual capacity, as of the date set out above.

                                      THE GERMAN AMERICAN BANK


                                      By: /s/ Kenneth L. Sendelweck
                                          --------------------------------------
                                          President/CEO

Attest: /s/ Chris D. Melton
        -------------------
        Secretary


                                          /s/ George W. Astrike
                                          --------------------------------------
                                           GEORGE W. ASTRIKE


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