ARTICLES OF INCORPORATION
OF GERMAN AMERICAN BANCORP
(as ammended April 25, 1997)
The name of the Corporation is German American Bancorp.
Purposes and Powers
Section 1. Purposes of the Corporation. The purposes for which the Corporation is formed are to transact any or
all lawful business permitted by applicable law and for which corporations may now or hereafter be incorporated
under the Corporation Law.
Section 2. Powers of the Corporation. The Corporation shall have (a) all powers now or hereafter authorized by
or vested in corporations pursuant to the provisions of the Corporation Law, (b) all powers now or hereafter
vested in corporations by common law or any other statute or act, and (c) all powers authorized by or vested in
the corporation by the provisions of these Restated Articles of Incorporation or by the provisions of its Bylaws as
from time to time in effect.
Term of Existence
The period during which the Corporation shall continue is perpetual.
Registered Office and Agent
The street address of the Corporation's registered office at the time of adoption of these Restated Articles of
Incorporation is 711 Main Street, P.O. Box 810, Jasper, Indiana 47546, and the name of its Resident Agent at
such office at the time of adoption of these Restated Articles of Incorporation is George W. Astrike.
The total number of shares of capital stock the Corporation has authority to issue shall be 20,500,000 shares
consisting of 20,000,000 common shares (the `Common Shares'') and 500,000 preferred shares (the ``Preferred
Shares''). The Corporation's shares shall have a par value of ten dollars ($10.00) per share.
Terms of Shares
Section 1. General Terms of All Shares. The Corporation shall have the power to acquire (by purchase,
redemption, or otherwise), hold, own, pledge, sell, transfer, assign, reissue, cancel, or otherwise dispose of the
shares of the Corporation