RESTATED BYLAWS
OF GERMAN AMERICAN BANCORP
(As amended through January 31, 2001)
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meetings. Annual meetings of the shareholders of the Corporation shall be held at such hour
and at such place within or without the State of Indiana as shall be designated by the Board of Directors.
Section 1.2. Special Meetings. Special meetings of the shareholders of the Corporation may be called at any time
by the Board of Directors or the President and shall be called by the Board of Directors if the Secretary receives
written, dated, and signed demands for a special meeting, describing in reasonable detail the purpose or purposes
for which it is to be held, from the holders of shares representing at least 25 percent of all votes entitled to be cast
on any issue proposed to be considered at the proposed special meeting. If the Secretary receives one or more
proper written demands for a special meeting of shareholders, the Board of Directors may set a record date for
determining shareholders entitled to make such demand. The Board of Directors or the President, as the case
may be, calling a special meeting of shareholders shall set the date, time, and place of such meeting, which may
be held within or without the State of Indiana.
Section 1.3. Notices. A written notice, stating the date, time and place of any meeting of the shareholders, and in
the case of a special meeting the purpose or purposes for which such meeting is called, shall be delivered or
mailed by the Secretary of the Corporation, to each shareholder of record of the Corporation entitled to notice of
or to vote at such meeting no fewer than 10 nor more than 60 days before the date of the meeting, or as
otherwise provided by the Corporation Law. In the event of a special meeting of shareholders required to be
called as the result of a demand therefore made by shareholders, such notice shall be given no later than the
sixtieth day after the Corporation's receipt of the demand requiring