GERMAN AMERICAN BANCORP, 424B3, 1997-02-07

GERMAN AMERICAN BANCORP
424B3, 1997-02-07
STATE COMMERCIAL BANKS

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Rule 424(b)(3)
File No. 333-16331

GERMAN AMERICAN BANCORP

PEOPLES BANCORP OF WASHINGTON

Supplement No. 1
to
Prospectus/Proxy Statement Dated January 30, 1997

German American Bancorp ("German American") and
Peoples Bancorp of Washington ("Peoples") hereby
supplement the disclosures included in the above-
captioned Prospectus/Proxy Statement relating to the
proposed merger of Peoples with and into a subsidiary of
German American (the "Merger") as follows:

1. Rescheduling of Special Meetings. The Special
Meetings of Shareholders of Peoples and of German
American described by the Prospectus/Proxy Statement,
which were originally scheduled to be held on Friday,
February 28, 1997, have been rescheduled and will now be
held on Tuesday, March 4, 1997, at the same time of day
and at the same place as specified by the
Prospectus/Proxy Statement. Notice of the date, time and
place of the Special Meeting, as rescheduled, accompanies
the Prospectus/Proxy Statement. The form of proxy that
also accompanies the Prospectus/Proxy Statement refers to
the February 28 meeting date but will be voted at the
rescheduled March 4 meeting (and any adjournment or
adjournments thereof); for this purpose, the March 4
meeting will be treated as an adjournment of the February
28 meeting.

2. Opinion of Tax Counsel (Pages 26 to 27).
Leagre & Barnes, counsel for German American, has
rendered an opinion to German American dated November 18,
1996, to the effect that the Merger, if consummated as of
the date of that opinion, would have qualified as a
reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code"). See
"Federal Income Tax Consequences" on pages 26 and 27 of
the Prospectus/Proxy Statement for a summary of the
material federal income tax consequences of the Merger if
it qualifies as a reorganization and for additional
information concerning this opinion. Peoples and German
American are each entitled to receive at the Closing of
the Merger an updated opinion of Leagre & Barnes that the
Merger qualifies as a reorganization under Section 368(a)
of the Code, as expected. See "Conditions" on pages 24
and 25 of the Prospectus/Proxy Statement. If for any
reason Leagre & Barnes should not render such an opinion<PAGE>
<PAGE> 2
at Closing to Peoples and German American, and if the
Boards of Directors of Peoples and of German American
should both nevertheless desire to waive that condition
to the Merger, German American and Peoples will first
submit the Merger for reapproval by their respective
shareholders at another meeting of shareholders and
resolicit proxies from their shareholders.

____________________________

The date of this Supplement No. 1 is January 31, 1997
<PAGE>
<PAGE> 3
PEOPLES BANCORP OF WASHINGTON

201 East Main Street
Washington, Indiana 47501-2912

NOTICE OF RESCHEDULED SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD MARCH 4, 1997

Notice is hereby given that a Special Meeting of
Shareholders of Peoples Bancorp of Washington ("Peoples")
will be held at the Community Room at the Holiday Inn
Express, 1808 East National Highway, Washington, Indiana,
on Tuesday, March 4, 1997, at 1:00 p.m. Washington time
(the "Special Meeting"), for the following purposes:

1. To consider and vote upon a proposal to
approve and adopt an Agreement and Plan of
Reorganization dated September 27, 1996, among
Peoples; The Peoples National Bank and Trust
Company, a wholly owned subsidiary of Peoples
("Peoples Bank"); German American Bancorp ("German
American"); German American Holdings Corporation, a
wholly owned subsidiary of German American
("GAHC"); and The Union Bank, a wholly owned
subsidiary of German American (the "Reorganization
Agreement"), and a Merger Agreement between Peoples
and GAHC, and joined in by German American in the
form attached to the Reorganization Agreement as
Appendix A, and to approve the transactions
contemplated thereby, including the merger of
Peoples with and into GAHC (the "Merger").

2. To transact such other business as may
properly come before the Special Meeting or any
adjournment or adjournments thereof.

Holders of Peoples Common Stock of record at the
close of business on January 15, 1997, are entitled to
notice of and to vote at the Special Meeting or any
adjournment or adjournments thereof.

The date of this Special Meeting has been
rescheduled from the date specified by the
Prospectus/Proxy Statement dated January 30, 1997,
relating to the Merger that accompanies this Notice, and
will be considered an adjournment of the earlier
scheduled meeting for purposes of voting the accompanying
form of proxy that specifies the earlier date.

SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN
PERSON. ALL SHAREHOLDERS, EVEN IF THEY PLAN TO ATTEND

<PAGE>
<PAGE> 4
THE MEETING, ARE REQUESTED TO COMPLETE, SIGN, AND DATE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.

BY ORDER OF THE BOARD OF
DIRECTORS

Joseph A. Wellman,
President
January 31, 1997
Washington, Indiana <PAGE>
<PAGE> 5 GERMAN AMERICAN BANCORP

711 Main Street
Jasper, Indiana 47546

NOTICE OF RESCHEDULED SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 4, 1997

Notice is hereby given that a Special Meeting of
Shareholders of German American Bancorp ("German
American") will be held at the principal office of The
German American Bank, 711 Main Street, Jasper, Indiana
47546, on Tuesday, March 4, 1997, at 10:00 a.m. Jasper
time (the "Special Meeting"), for the following purposes:

1. To consider and vote upon a proposal to
approve and adopt an Agreement and Plan of
Reorganization dated September 27, 1996, among
Peoples Bancorp of Washington ("Peoples"); The
Peoples National Bank and Trust Company, a wholly
owned subsidiary of Peoples ("Peoples Bank");
German American; German American Holdings
Corporation, a wholly owned subsidiary of German
American ("GAHC"); and The Union Bank, a wholly
owned subsidiary of German American (the
"Reorganization Agreement"), and a Merger Agreement
between Peoples and GAHC, and joined in by German
American in the form attached to the Reorganization
Agreement as Appendix A, and to approve the
transactions contemplated thereby, including the
issuance of up to an additional 692,344 shares of
German American Common Stock in connection with the
merger of Peoples with and into GAHC.

2. To transact such other business as may
properly come before the Special Meeting or any
adjournment or adjournments thereof.

Holders of German American Common Stock of record at
the close of business on January 15, 1997, are entitled
to notice of and to vote at the Special Meeting or any
adjournment or adjournments thereof.

SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN
PERSON. ALL SHAREHOLDERS, EVEN IF THEY PLAN TO ATTEND
THE MEETING, ARE REQUESTED TO COMPLETE, SIGN, AND DATE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.

<PAGE> 6

BY ORDER OF THE BOARD OF DIRECTORS

George W. Astrike,
Chairman
January 31, 1997
Jasper, Indiana <PAGE>
<PAGE> 7
GERMAN AMERICAN BANCORP

PROSPECTUS/PROXY STATEMENT

PEOPLES BANCORP OF WASHINGTON

PROXY STATEMENT

This Prospectus/Proxy Statement relates to the
proposed merger (the "Merger") of Peoples Bancorp of
Washington, Washington, Indiana ("Peoples"), into German
American Holdings Corporation ("GAHC"), a wholly owned
subsidiary of German American Bancorp, Jasper, Indiana
("German American"), pursuant to and in accordance with
an Agreement and Plan of Reorganization, dated September
27, 1996 (the "Reorganization Agreement"), among Peoples,
German American, GAHC, The Peoples National Bank and
Trust Company ("Peoples Bank") and The Union Bank
("Union"). Simultaneously with and as an integral part
of the Merger, Union will merge with and into Peoples
Bank.

If the proposed Merger is consummated, German
American will issue not fewer than 1.0372 nor more than
1.1669 shares of German American Common Stock for each of
the 593,334 issued and outstanding shares of Peoples
Common Stock, as adjusted for the five percent stock
dividend declared by German American in October 1996 and
subject to further adjustment in the event of any future
stock dividends and the like. The exact number of shares
to be issued by German American in the Merger will be
determined by the average closing bid/asked quotations
for German American's Common Stock during a ten business
day period ending on the second business day preceding
the closing date (the "Valuation Period"). On January
24, 1997 (the latest date practicable prior to the
printing of this Prospectus/Proxy Statement), the average
of the closing bid/asked quotations for German American
Common Stock was $37.25 per share. Assuming that such
average value remains not less than $34.29 during the
Valuation Period (as to which there is no assurance),
then the minimum number of shares specified by the
Reorganization Agreement (1.0372 shares of German
American for each Peoples common share and an aggregate
of 615,417 shares of German American Common Stock) will
be issued in the Merger. See "THE MERGER -- The
Acquisition Agreements -- Terms of the Merger --
Conversion of Peoples Common Stock."

The Merger is subject to the approval of the holders
of a majority of the shares of the Peoples Common Stock
eligible to vote thereon and the satisfaction of certain
other conditions, including obtaining regulatory
approval. The Merger is also being submitted for
approval of the shareholders of German American in <PAGE>
<PAGE> 8
compliance with German American's agreement with the
NASDAQ Stock Market in order for German American Common
Stock to continue to be listed on the NASDAQ National
Market System. For a more complete description of the
Merger, see "THE MERGER."
<PAGE> 6

The Special Meeting of the shareholders of Peoples
will be held at the Community Room at the Holiday Inn
Express, 1808 East National Highway, Washington, Indiana,
at 1:00 p.m., Washington time, on Friday, February 28,
1997 to (a) consider the Merger proposal, and
(b) transact such other business as may properly come
before the meeting. The Special Meeting of the
shareholders of German American will be held at the
principal office of The German American Bank, 711 Main
Street, Jasper, Indiana, at 10:00 a.m. on Friday,
February 28, 1997, to (a) consider the Merger proposal
and (b) transact such other business as may properly come
before said meeting. This Prospectus/Proxy Statement
constitutes both a Prospectus of German American covering
the German American Common Stock to be issued by it
pursuant to the Merger and a Proxy Statement in
connection with the solicitation by the Boards of
Directors of Peoples and German American of proxies to be
voted at their respective Special Meetings.

THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus/Proxy Statement is
January 30, 1997.
<PAGE>
<PAGE> 9
AVAILABLE INFORMATION

German American is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "1934 Act"). Accordingly, German American
files proxy statements, annual and quarterly reports, and
other information with the Securities and Exchange
Commission (the "Commission"). Those proxy statements,
reports, and other information may be inspected and
copied at prescribed rates, at the public reference
facilities maintained by the Commission at the addresses
set forth below.

German American has filed with the Commission a
Registration Statement under the Securities Act of 1933,
as amended (the "1933 Act"), covering the shares of
German American Common Stock to be issued in connection
with the Merger. This Proxy Statement also constitutes
the Prospectus of German American filed as part of that
Registration Statement. This Proxy Statement does not
contain all of the information set forth in the
Registration Statement. The Registration Statement and
the exhibits thereto can be inspected and copied at
prescribed rates at the Commission's public reference
room, Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, as well as the Commission's
regional offices located at: Seven World Trade Center,
Suite 1300, New York, New York 10048; and Suite 1400, 500
West Madison Street, Chicago, Illinois 60661-2511.
Copies of such materials may also be obtained at
prescribed rates from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549. The Commission also maintains a site on the
World Wide Web at http://www.sec.gov that contains
reports, proxy and information statements and other
information regarding registrants (including German
American) that file electronically with the SEC.

-------------------------------

SOURCES OF INFORMATION

The information in the above-described Registration
Statement, including this Prospectus/Proxy Statement,
concerning German American and its affiliates, on the one
hand, and concerning Peoples and its affiliates, on the
other hand, has been supplied by management of the
respective companies.

-------------------------------

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS/PROXY STATEMENT IN CONNECTION WITH THE
SOLICITATION OR OFFERING MADE HEREBY AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY GERMAN AMERICAN<PAGE>
<PAGE> 10
OR PEOPLES. THIS PROSPECTUS/PROXY STATEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO PURCHASE, ANY SECURITIES, OR THE SOLICITATION OF
A PROXY, IN ANY
<PAGE>
<PAGE> 11

JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS
PROSPECTUS/PROXY STATEMENT NOR ANY DISTRIBUTION OF THE
SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY INFERENCE OR IMPLICATION THAT THERE HAS NOT
BEEN ANY CHANGE IN THE AFFAIRS OF GERMAN AMERICAN OR
PEOPLES SINCE THE DATE HEREOF.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

German American's 1995 Annual Report to Shareholders
is being delivered with this prospectus and German
American's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996 is included as Appendix D to
this Prospectus/Proxy Statement. The following documents
are incorporated by reference into this Prospectus/Proxy
Statement: (1) German American's Annual Report on Form
10-K for the year ended December 31, 1995, which was
filed on April 1, 1996, as amended; (2) German American's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1996, which was filed on May 14, 1996; (3) German
American's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, which was filed on August 14, 1996,
as amended August 20, 1996; (4) German American's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, which was filed November 13, 1996;
and (5) German American's Current Report on Form 8-K,
which was filed on July 17, 1996. Except as set forth in
this Prospectus/Proxy Statement, there have been no
material changes in the information set forth in such
Reports.

Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Prospectus/Proxy Statement to the extent that a statement
contained herein or in any other subsequently filed
document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as modified or superseded, to constitute
a part of this Prospectus/Proxy Statement.

THIS PROSPECTUS/PROXY STATEMENT INCORPORATES BY
REFERENCE DOCUMENTS RELATING TO GERMAN AMERICAN WHICH ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE
DOCUMENTS (EXCLUDING UNINCORPORATED EXHIBITS) ARE
AVAILABLE WITHOUT CHARGE TO EACH PERSON (INCLUDING ANY
BENEFICIAL OWNER) TO WHOM THIS PROXY STATEMENT IS
DELIVERED UPON WRITTEN OR ORAL REQUEST TO JOHN M.
GUTGSELL, GERMAN AMERICAN BANCORP, 711 MAIN STREET, BOX
810, JASPER, INDIANA 47546-3042 (812) 482-1314. IN ORDER
TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY FEBRUARY 21, 1997.<PAGE>
<PAGE> 12
TABLE OF CONTENTS

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . 7

SOURCES OF INFORMATION . . . . . . . . . . . . . . . . . . . . 7

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . 8

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 13

SUMMARY OF PROSPECTUS/PROXY STATEMENT. . . . . . . . . . . . . 14
THE SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . 14
PEOPLES . . . . . . . . . . . . . . . . . . . . . . . . . 14
GERMAN AMERICAN . . . . . . . . . . . . . . . . . . . . . 15
PARTIES TO THE MERGER. . . . . . . . . . . . . . . . . . . . 15
GERMAN AMERICAN . . . . . . . . . . . . . . . . . . . . . 15
GAHC. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
PEOPLES . . . . . . . . . . . . . . . . . . . . . . . . . 16
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . 16
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . 16
MERGER CONSIDERATION. . . . . . . . . . . . . . . . . . . 16
THE BANK MERGER . . . . . . . . . . . . . . . . . . . . . 17
OPINION OF FINANCIAL ADVISOR. . . . . . . . . . . . . . . 17
RIGHTS OF DISSENTING SHAREHOLDERS . . . . . . . . . . . . 18
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER . . . . . . 18
REGULATORY APPROVAL . . . . . . . . . . . . . . . . . . . 19
VOTES REQUIRED FOR APPROVAL . . . . . . . . . . . . . . . 19
PER SHARE MARKET VALUES AND EQUIVALENT PER SHARE MARKET
VALUES. . . . . . . . . . . . . . . . . . . . . . . . . 20
SUMMARY SELECTED FINANCIAL INFORMATION. . . . . . . . . . 21

RECENT FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . 28
GERMAN AMERICAN. . . . . . . . . . . . . . . . . . . . . . . 28
PEOPLES. . . . . . . . . . . . . . . . . . . . . . . . . . . 28

INFORMATION CONCERNING THE SPECIAL MEETING . . . . . . . . . . 29
THE PEOPLES SPECIAL MEETING. . . . . . . . . . . . . . . . . 29
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . 29
VOTES REQUIRED. . . . . . . . . . . . . . . . . . . . . . 29
THE GERMAN AMERICAN SPECIAL MEETING. . . . . . . . . . . . . 30
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . 30
VOTES REQUIRED. . . . . . . . . . . . . . . . . . . . . . 31
PROXIES . . . . . . . . . . . . . . . . . . . . . . . . . 31
SOLICITATION OF PROXIES . . . . . . . . . . . . . . . . . 32

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . 32
BACKGROUND AND REASONS FOR THE MERGER. . . . . . . . . . . . 32
PEOPLES . . . . . . . . . . . . . . . . . . . . . . . . . 32
GERMAN AMERICAN . . . . . . . . . . . . . . . . . . . . . 36
THE ACQUISITION AGREEMENTS . . . . . . . . . . . . . . . . . 38
EFFECT OF THE MERGER. . . . . . . . . . . . . . . . . . . 38
TERMS OF THE MERGER . . . . . . . . . . . . . . . . . . . 39
CONVERSION OF PEOPLES COMMON STOCK. . . . . . . . . . . 39
SURRENDER OF CERTIFICATES . . . . . . . . . . . . . . . 42<PAGE>
<PAGE> 13

RIGHTS DETERMINED AT EFFECTIVE TIME . . . . . . . . . . 44
EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . 44
CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . 45
TERMINATION OF ACQUISITION AGREEMENTS . . . . . . . . . . 46
ACCOUNTING TREATMENT . . . . . . . . . . . . . . . . . . . . 47
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . 48
REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . 49
TRANSFER RESTRICTIONS. . . . . . . . . . . . . . . . . . . . 49
MANAGEMENT OF GERMAN AMERICAN AFTER THE MERGER . . . . . . . 50
REGULATORY MATTERS . . . . . . . . . . . . . . . . . . . . . 50
RIGHTS OF DISSENTING SHAREHOLDERS. . . . . . . . . . . . . . 50
OPINION OF FINANCIAL ADVISOR TO PEOPLES. . . . . . . . . . . 52
PRELIMINARY APPRAISAL OF PEOPLES. . . . . . . . . . . . . 53
THE PROCESS FOR SOLICITING INDICATIONS OF INTEREST FROM
OTHER BANK HOLDING COMPANIES. . . . . . . . . . . . . . 53
COMPARATIVE PRICE ANALYSIS. . . . . . . . . . . . . . . . 54
CONTRIBUTION ANALYSIS . . . . . . . . . . . . . . . . . . 54
DILUTION ANALYSIS . . . . . . . . . . . . . . . . . . . . 55
DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . 55

PRO FORMA FINANCIAL STATEMENTS OF GERMAN AMERICAN AND PEOPLES. 56

INFORMATION ABOUT GERMAN AMERICAN. . . . . . . . . . . . . . . 63

INFORMATION ABOUT PEOPLES. . . . . . . . . . . . . . . . . . . 63
GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 63
COMPETITION. . . . . . . . . . . . . . . . . . . . . . . . . 64
REGULATION AND SUPERVISION . . . . . . . . . . . . . . . . . 64
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . 64
MARKET PRICE AND DIVIDEND INFORMATION . . . . . . . . . . 65
STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS . . 66

PEOPLES BANCORP OF WASHINGTON MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . 69
OVERVIEW OF OPERATIONS . . . . . . . . . . . . . . . . . . . 69
NET INTEREST INCOME & INTEREST RATE RISK . . . . . . . . . . 70
LOAN QUALITY AND PROVISION FOR LOAN LOSSES . . . . . . . . . 72
NON-INTEREST INCOME. . . . . . . . . . . . . . . . . . . . . 74
NON-INTEREST EXPENSE . . . . . . . . . . . . . . . . . . . . 74
INCOME TAX EXPENSE . . . . . . . . . . . . . . . . . . . . . 75
CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 75

DESCRIPTION OF GERMAN AMERICAN CAPITAL STOCK . . . . . . . . . 88
AUTHORIZED BUT UNISSUED SHARES . . . . . . . . . . . . . . . 88
COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . 88
VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . 88
DIVIDEND RIGHTS . . . . . . . . . . . . . . . . . . . . . 89
LIQUIDATION . . . . . . . . . . . . . . . . . . . . . . . 90
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . 90
PREFERRED STOCK. . . . . . . . . . . . . . . . . . . . . . . 90
ANTI-TAKEOVER PROVISIONS . . . . . . . . . . . . . . . . . . 91
POSSIBLE ISSUANCE OF COMMON STOCK . . . . . . . . . . . . 91
POSSIBLE ISSUANCE OF PREFERRED STOCK. . . . . . . . . . . 92<PAGE>
<PAGE> 14

SUPERMAJORITY VOTE AND MINIMUM PRICE REQUIRED FOR BUSINESS
COMBINATIONS. . . . . . . . . . . . . . . . . . . . . . 92
CLASSIFIED BOARD. . . . . . . . . . . . . . . . . . . . . 93
REMOVAL OF DIRECTORS. . . . . . . . . . . . . . . . . . . 94
AMENDMENT, CHANGE, OR REPEAL OF CERTAIN ARTICLES. . . . . 94
CONTROL SHARE RESTRICTIONS. . . . . . . . . . . . . . . . 94
POTENTIAL DISADVANTAGES TO SHAREHOLDERS . . . . . . . . . 94

COMPARISON OF PEOPLES COMMON STOCK AND GERMAN AMERICAN COMMON
STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 95
NUMBER OF SHARES AUTHORIZED BUT UNISSUED . . . . . . . . . . 95
PREFERRED STOCK. . . . . . . . . . . . . . . . . . . . . . . 96
DIVIDEND RIGHTS. . . . . . . . . . . . . . . . . . . . . . . 96
VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . 96
LIQUIDATION RIGHTS . . . . . . . . . . . . . . . . . . . . . 97
ABSENCE OF PREEMPTIVE RIGHTS . . . . . . . . . . . . . . . . 97
ANTI-TAKEOVER PROVISIONS . . . . . . . . . . . . . . . . . . 97
POSSIBLE ISSUANCE OF COMMON STOCK . . . . . . . . . . . . 97
SUPERMAJORITY VOTE AND MINIMUM PRICE REQUIRED FOR BUSINESS
COMBINATIONS. . . . . . . . . . . . . . . . . . . . . . 98
CLASSIFIED BOARD. . . . . . . . . . . . . . . . . . . . . 98
REMOVAL OF DIRECTORS. . . . . . . . . . . . . . . . . . . 98
AMENDMENT, CHANGE, OR REPEAL OF CERTAIN ARTICLES. . . . . 98
CONTROL SHARE RESTRICTIONS. . . . . . . . . . . . . . . . 99

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 99

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . .100

INDEX TO PEOPLES BANCORP OF WASHINGTON FINANCIAL STATEMENTS. .101
<PAGE>
<PAGE> 15

APPENDICES:

APPENDIX A -- Agreement and Plan of Reorganization

APPENDIX B -- Provisions of Chapter 44 of the Indiana Business
Corporation Law Governing Dissenters' Rights

APPENDIX C -- Fairness Opinion of Austin Associates, Inc.

APPENDIX D -- German American Bancorp Quarterly Report on Form
10-Q for the Quarter ended September 30, 1996

MATERIALS DELIVERED WITH PROSPECTUS/PROXY STATEMENT:

German American Bancorp 1995 Annual Report to Shareholders

<PAGE>
<PAGE> 16
MERGER OF
PEOPLES BANCORP OF WASHINGTON
INTO
GERMAN AMERICAN HOLDINGS CORPORATION,
A SUBSIDIARY OF
GERMAN AMERICAN BANCORP

SPECIAL MEETINGS OF
SHAREHOLDERS OF
PEOPLES BANCORP OF WASHINGTON
AND OF GERMAN AMERICAN BANCORP

INTRODUCTION

This Prospectus/Proxy Statement is being furnished to
shareholders of Peoples Bancorp of Washington ("Peoples") and
German American Bancorp ("German American") in connection with the
separate solicitations of proxies by the Boards of Directors of
Peoples and of German American to be voted at Special Meetings of
their Shareholders. The purpose of each of the Special Meetings is
to consider and vote upon a proposal to merge Peoples into German
American Holdings Corporation ("GAHC"), a wholly-owned subsidiary
of German American Bancorp ("German American") (which transaction
is hereafter referred to as the "Merger").

The Merger proposal is in accordance with the Agreement and
Plan of Reorganization, dated September 27, 1996, among Peoples,
German American, GAHC, The Peoples National Bank and Trust Company
("Peoples Bank"), and The Union Bank ("Union") (the "Reorganization
Agreement"), and the Merger Agreement between Peoples and GAHC,
joined in by German American, in the form attached to the
Reorganization Agreement as Exhibit A (collectively the
"Acquisition Agreements").

If the enclosed proxy is executed and returned, it may
nevertheless be revoked at any time insofar as it has not been
exercised. The proxy may be revoked by (a) delivering to the
Secretary of the corporation holding the meeting (Peoples or German
American, as the case may be), (i) a written instrument revoking
the proxy or (ii) a subsequently dated proxy, or (b) attending the
Special Meeting and voting in person. Unless revoked, the proxy
will be voted at the meeting in accordance with the instructions of
the shareholder as indicated on the proxy. If no instructions are
given, the shares will be voted FOR the Merger and on other matters
that may come before the meeting as recommended by the Directors.

<PAGE>
<PAGE> 17

Consummation of the Merger is subject to approval by the vote
of the holders of a majority of the outstanding shares of the
common stock of Peoples ("Peoples Common Stock"). The continued
listing of German American Common Stock on the NASDAQ National
Market System is subject to the approval of the issuance of
additional shares pursuant to the Acquisition Agreements by a
majority of the votes cast thereon at the German American Special
Meeting. THE BOARD OF DIRECTORS OF PEOPLES AND THE BOARD OF
DIRECTORS OF GERMAN AMERICAN EACH BELIEVE THAT THE MERGER IS IN THE
BEST INTEREST OF THEIR RESPECTIVE CORPORATIONS AND THEIR RESPECTIVE
SHAREHOLDERS AND UNANIMOUSLY RECOMMEND THAT THEIR SHAREHOLDERS VOTE
FOR APPROVAL OF THE ACQUISITION AGREEMENTS. For information
concerning the reasons for these recommendations, see "THE MERGER."

SUMMARY OF PROSPECTUS/PROXY STATEMENT

The following is a brief summary of certain information
contained in this Prospectus/Proxy Statement. This summary is not
intended to be complete and is qualified in all respects by the
more detailed information appearing elsewhere in this
Prospectus/Proxy Statement. Shareholders are urged to review
carefully the entire Prospectus/Proxy Statement, including the
Appendices and other documents referred to herein.

THE SPECIAL MEETINGS

PEOPLES. . . . . . . The Special Meeting is scheduled to be
held on February 28, 1997, at the
Community Room at the Holiday Inn
Express, 1808 East National Highway,
Washington, Indiana, at 1:00 p.m., to
consider and vote upon adoption of the
Acquisition Agreements and the Merger
contemplated thereby. Only shareholders
of record at the close of business on
January 15, 1997, will be entitled to
vote at the Special Meeting. On such
date, there were 593,334 shares of
Peoples Common Stock outstanding.
Approval of the Acquisition Agreements
requires the affirmative vote of the
holders of a majority of the outstanding
shares of Peoples Common Stock. See
"INFORMATION CONCERNING THE SPECIAL
MEETING."

<PAGE>
<PAGE> 18

GERMAN AMERICAN. . . The German American Special Meeting is
scheduled to be held on February 28,
1997 at the principal office of The
German American Bank, 711 Main Street,
711 Main Street, Jasper, Indiana at
10:00 a.m., to consider and vote upon
the Acquisition Agreements and the
issuance of German American Common Stock
contemplated thereby. Only shareholders
of record at the close of business on
January 15, 1997, will be entitled to
vote at the German American Special
Meeting. On such date, there were
1,923,774 shares of German American
Common Stock outstanding. Continued
listing of German American's Common
Stock on the NASDAQ National Market
System requires the approval of the
issuance of the additional German
American Common Stock pursuant to the
Acquisition Agreements by a majority of
the votes cast thereon at the German
American Special Meeting. See
"INFORMATION CONCERNING THE SPECIAL
MEETINGS."

PARTIES TO THE MERGER

GERMAN AMERICAN. . . German American is a multibank holding
company incorporated under Indiana law
in 1982 that owns all the outstanding
capital stock of The German American
Bank, Jasper, Indiana; The Union Bank,
Loogootee, Indiana; First State Bank,
Southwest Indiana, Tell City, Indiana;
and GAHC and GAHC's subsidiary,
Community Trust Bank, Otwell, Indiana.
The mailing address and telephone number
of the principal executive offices of
German American are 711 Main Street,
Jasper, Indiana 47546-3042;
812/482-1314. See "INFORMATION ABOUT
GERMAN AMERICAN."

GAHC . . . . . . . . GAHC is an Indiana corporation and a
wholly owned subsidiary of German
American, which owns all of the
outstanding capital stock of Community
Trust Bank, Otwell, Indiana.

<PAGE>
<PAGE> 19

PEOPLES. . . . . . . Peoples is an Indiana corporation that
owns all of the issued and outstanding
shares of Peoples Bank, a national
banking association that was originally
chartered in 1888. Peoples was
incorporated in 1985. Peoples'
principal executive offices are located
at 201 East Main Street, Washington,
Indiana 47501-2912 and its telephone
number is 812/254-4630. See
"INFORMATION ABOUT PEOPLES".

THE MERGER

GENERAL. . . . . . . The Acquisition Agreements, which have
been approved unanimously by the Boards
of Directors of Peoples and German
American, provide that Peoples will be
merged into GAHC, with GAHC being the
surviving corporation. As a result of
the Merger, the separate corporate
existence of Peoples will cease. The
Acquisition Agreements also provide that
simultaneously with the Merger, The
Union Bank, Loogootee, Indiana, a wholly
owned banking subsidiary of German
American, will be merged into Peoples
Bank with Peoples Bank surviving the
Merger. As a consequence of the Merger
and the merger of Union into Peoples
Bank, Peoples Bank will become a direct,
wholly owned banking subsidiary of GAHC.
See "THE MERGER--The Acquisition
Agreements." The Acquisition Agreements
are hereby incorporated into this
Prospectus/Proxy Statement by reference.

MERGER
CONSIDERATION. . . . On the effective date of the Merger (the
"Effective Time"), German American will
issue not fewer than 1.0372 nor more
than 1.1669 shares of German American
Common Stock for each of the 593,334
issued and outstanding shares of Peoples
Common Stock (as adjusted for the five
percent stock dividend declared by
German American in October 1996 and
subject to further adjustment in the
event of any future stock dividends and
the like). The exact
<PAGE>
<PAGE> 20

number of shares to be issued by German
American in the Merger will be
determined by the average closing
bid/asked quotations for German American
Common Stock during the ten business day
period ending on the second business day
preceding the closing date (the
"Valuation Period"). On January 24,
1997 (the latest practicable date prior
to the printing of this Prospectus/Proxy
Statement), the average of the closing
bid/asked quotations for German American
Common Stock was $37.25 per share.
Assuming that such average value remains
not less than $34.29 during the
Valuation Period (as to which there is
no assurance), then the minimum number
of shares specified by the
Reorganization Agreement (1.0372 shares
of German American for each Peoples
common share and an aggregate of 615,417
shares of German American Common Stock)
will be issued in the Merger. See "THE
MERGER--The Acquisition Agreements--
Terms of the Merger--Conversion of
Peoples Common Stock."

THE BANK MERGER. . . Simultaneously with the Merger, Union, a
wholly owned banking subsidiary of
German American, will be merged into
Peoples Bank (the "Bank Merger"). The
bank surviving the Bank Merger will
retain the name "The Peoples National
Bank and Trust Company" and will operate
as a nationally chartered bank under the
Articles of Association and Bylaws of
Peoples Bank that were in effect
immediately prior to the Bank Merger.
The main office of Union will become a
branch of Peoples Bank. As a
consequence of the Merger and the Bank
Merger, Peoples Bank will become a
wholly-owned subsidiary of GAHC, which
in turn is a wholly owned subsidiary of
German American.

OPINION OF FINANCIAL
ADVISOR. . . . . . . Peoples has received an opinion of
Austin Associates, Inc. that the
exchange ratio in the Merger is fair,
from a financial point of view, to the
<PAGE>
<PAGE> 21

holders of Peoples Common Stock. See
"THE MERGER--Opinion of Financial
Advisor to Peoples" and the opinion of
Austin Associates, Inc. attached hereto
as Appendix C.

RIGHTS OF DISSENTING
SHAREHOLDERS . . . . Subject to certain conditions, a
shareholder of Peoples who (a) before
the time the vote is taken on the Merger
at the Peoples Special Meeting, delivers
to Peoples a written demand for payment
of his or her shares of Peoples Common
Stock, and (b) does not vote in favor of
the Merger, will have the right to
receive in cash the fair value of his or
her shares of Peoples Common Stock as
determined pursuant to Chapter 44 of the
Indiana Business Corporation Law
("IBCL"). See "THE MERGER--Rights of
Dissenting Shareholders" and Appendix B
to this Prospectus/Proxy Statement.
Shareholders of German American do not
have any right to exercise dissenters
rights with respect to the Merger and
receive cash for their shares under the
IBCL.

FEDERAL INCOME TAX
CONSEQUENCES OF
THE MERGER . . . . . The Merger is intended to constitute a
tax-free reorganization to Peoples,
German American, and GAHC. Assuming the
merger qualifies as a tax-free
reorganization, (a) shareholders of
Peoples will recognize no gain or loss
upon the exchange of shares of Peoples
for shares of German American Common
Stock, (b) shareholders of Peoples who
receive cash in exchange for shares of
Peoples Common Stock either in lieu of a
fractional shares or because they have
perfected dissenters' rights under the
IBCL will recognize gain or loss upon
the receipt of cash for their shares,
and (c) cash received by shareholders
receiving cash in lieu of fractional
share interests and cash received by
shareholders perfecting dissenters'
rights will be treated as a distribution
in full payment of such
<PAGE>
<PAGE> 22
fractional share interests, or shares
surrendered in exercise of dissenters'
rights, resulting in capital gain or loss
or ordinary income or loss, as the case
may be, depending upon each shareholder's
particular situation. See "THE MERGER --
Federal Income Tax Consequences." Each
Peoples shareholder is urged to consult
his or her own tax advisors regarding the
specific tax consequences of the Merger
to him or her.

REGULATORY
APPROVAL . . . . . . The Merger will not be made effective
unless the Bank Merger occurs
simultaneously. The Bank Merger is
subject to the approval of the Office of
the Comptroller of the Currency (the
"OCC"), and the OCC approved the Bank
Merger in November, 1996.

VOTES REQUIRED
FOR APPROVAL . . . . The affirmative vote of the holders of a
majority of the outstanding shares of
Peoples Common Stock is required to
approve the Merger. All of the
Directors of Peoples have agreed to vote
the shares of Peoples Common Stock owned
of record by them in favor of approval
of the Acquisition Agreements. At
September 30, 1996, the 52,420 shares of
Peoples Common Stock owned of record by
Directors of Peoples represented
approximately nine percent of the shares
entitled to vote at the Peoples Special
Meeting. The Directors and executive
officers of Peoples own beneficially
(including not only shares owned of
record but also shares owned by spouses,
minor children and other close
associates) an aggregate of 78,348
shares or approximately 13% of the
shares entitled to vote at the Peoples
Special Meeting. In addition, the
approval of the issuance of additional
shares pursuant to the Merger by a
majority of the votes cast at the German
American Special Meeting is being
solicited in accordance with
<PAGE>
<PAGE> 23
German American's listing agreement with
the NASDAQ Stock Market in order to
assure continued listing of German
American's Common Stock on the NASDAQ
National Market System. As of October
31, 1996, the Directors and executive
officers of German American (all of whom
are expected to vote in favor of the
proposal) owned beneficially
approximately 26% of the shares of
German American Common Stock entitled to
vote at the German American Special
Meeting. See "INFORMATION CONCERNING
THE SPECIAL MEETING."

PER SHARE MARKET
VALUES AND EQUIVALENT
PER SHARE MARKET
VALUES . . . . . . . The following table sets forth the
market value of German American Common
Stock (as determined by the average of
the closing bid and asked quotations as
reported by NASDAQ, and as retroactively
adjusted for German American's five
percent stock dividend declared in
October 1996) and of Peoples Common
Stock (as determined by the price of the
most recent trade known to Peoples
management) as of July 5, 1996, the date
preceding the first public announcement
of the Merger, and the equivalent per
share market value as of that date of
the consideration to be received per
Peoples share in the Merger calculated
at the maximum, mid-point and minimum
exchange ratios specified by the
Reorganization Agreement. If the Merger
had closed on January 24, 1997, the
latest practicable date prior to the
printing of this Prospectus/Proxy
Statement, the exchange ratio would have
been the minimum (1.0372), and (based on
the average of the closing bid and asked
prices of the German American Common
Stock as of that date, which was $37.25)
the equivalent value as of that date per
Peoples Common Share at the minimum
exchange ratio (calculated by
multiplying $37.25 by 1.0372) would have
been $38.64. The use of these assumed
exchange ratios is for illustrative
purposes only and is not
<PAGE>
<PAGE> 24
intended to predict the actual number of
shares to be issued in the Merger.
<TABLE>
<CAPTION>
Equivalent Values as of
Actual Market July 5, 1996 Per Peoples
Values as of Common Share at Selected
July 5, 1996 Exchange Ratios
<S> <C> <C> <C> <C>

1.1669 1.1021 1.0372

German American $32.86 N/A N/A N/A

Peoples $20.00 $38.34 $36.22 $34.08

</TABLE.
SUMMARY SELECTED
FINANCIAL
INFORMATION. . . . . The following tables set forth (a) pro
forma consolidated selected financial
data for Peoples and German American
combined as of and for the years ended
December 31, 1995, 1994 and 1993, and
for the nine months ended September 30,
1996, (b) historical, pro forma and
equivalent pro forma net income, cash
dividends and book value of Peoples and
German American on a per share basis as
of such dates and for such periods, and
(c) selected consolidated financial data
for Peoples and German American as of
and for each of the five years ended
December 31, 1995 and for the nine
months ended September 30, 1996 and
1995. This information is derived from
and should be read in conjunction with
the historical financial statements of
German American and Peoples that appear
elsewhere in this Prospectus (or in the
German American Annual Report to
shareholders that accompanies this
Prospectus) and with the pro forma
condensed consolidated financial
statements of German American, which
give effect to the Merger and which
appear in this Prospectus under the
caption "PRO FORMA FINANCIAL
INFORMATION." The pro forma condensed
consolidated financial information has
been prepared based on the "pooling of
interest" method of accounting and on
the assumption that no Peoples
shareholder will exercise dissenters'
rights. The historical financial
information of German American and
Peoples has been combined for each<PAGE>
<PAGE> 25

period presented. The equivalent pro
forma per share information for Peoples
has been determined by multiplying the
German American pro forma per share
information by assumed exchange ratios
representing the maximum and minimum
exchange ratios specified by the
Reorganization Agreement, as well as a
mid-point between the maximum and
minimum exchange ratios. The maximum,
mid-point and minimum assumed exchange
ratios are 1.1669, 1.1021 and 1.0372,
respectively. If the Merger had closed
on January 24, 1997, the latest
practicable date prior to the printing
of this Prospectus/Proxy Statement, the
exchange ratio would have been the
minimum (1.0372). The use of these
assumed exchange ratios is for
illustrative purposes only and is not
intended to predict the actual number of
shares to be issued in the Merger.
<PAGE>
<PAGE> 26
GERMAN AMERICAN BANCORP AND
PEOPLES BANCORP OF WASHINGTON
PRO FORMA CONSOLIDATED SELECTED FINANCIAL DATA
(Dollar amounts in thousands, except share and per share data)

</TABLE>
<TABLE>
<CAPTION>
09/30/96 12/31/95 12/31/94 12/31/93
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SUMMARY OF OPERATIONS (A)

Interest income $26,263 $33,816 $27,922 $27,371
Interest expense 12,385 15,948 12,019 12,450
------- ------- ------- -------
Net interest income 13,878 17,868 15,903 14,921
Provision for loan losses 183 49 687 797
------- ------- ------- -------
Net interest income after provision for
loan losses 13,695 17,819 15,216 14,124
Non-interest income 1,550 1,764 1,933 1,836
Non-interest expense 9,735 12,418 10,910 10,874
------- ------- ------- -------
Income before income tax 5,510 7,165 6,239 5,086
Income tax 1,770 2,323 1,958 1,642
------- ------- ------- -------
Income before change in accounting
principle $ 3,740 $ 4,842 $ 4,281 $ 3,444
======= ======= ======= =======

PERIOD END BALANCES (A)

Total assets $473,316 $458,605 $432,939 $412,203
Total loans, net 309,162 282,457 270,982 243,765
Total deposits 408,135 395,553 369,180 353,056
Long-term debt 1,500 1,000 1,000 1,000
Total shareholders' equity 47,956 45,788 40,779 38,880
Cash dividends declared (B) 1,133 1,392 1,232 1,026
Common shares outstanding (C) 2,537,840 2,532,000 2,533,131 2,532,013

PER SHARE DATA (A) (C)

Income before change in accounting
principle $1.48 $1.91 $1.69 $1.36
Cash dividends declared (B) 0.59 0.72 0.65 0.63
Shareholders' equity, end of year 18.90 18.08 16.10 15.36
Weighted average shares outstanding 2,535,216 2,532,602 2,532,020 2,532,014

</TABLE>

(A) Pro forma information includes German American
Bancorp, and Peoples Bancorp of Washington as if
combined for all periods presented. Assumes an
Exchange Ratio of 1.0372 and issuance of 615,417
common shares of German American Bancorp, which
amounts are based on the number of shares that would
have been issued had the Merger been effective
September 30, 1996. The actual number of shares to be
issued is not yet known. The assumed number of shares
issued is for illustrative purposes only and is not an
attempt to predict the actual number of shares to be
issued in the Merger.

(B) Based upon German American Bancorp cash dividends declared,
without restatement for poolings, because management believes
acquisitions will have no significant effect on German
American Bancorp dividend policy.

(C) Retroactively restated for a 5% stock dividend in October,
1995 and a 5% stock dividend in October, 1996.
<PAGE>
<PAGE> 27
GERMAN AMERICAN BANCORP AND PEOPLES BANCORP OF WASHINGTON
HISTORICAL AND PRO FORMA PER SHARE DATA

<TABLE>
<CAPTION> PEOPLES BANCORP
GAB GAB PEOPLES OF WASHINGTON
BANCORP BANCORP BANCORP EQUIVALENT
PRO FORMA OF WASHINGTON PRO FORMA
(C) (A) (D)
--------------------------------------------------------------
<S> <C> <C> <C> <C>
09/30/96
- --------
Assuming 1.1669 Exchange Ratio (maximum)
Net income $ 1.57 $ 1.43 $ 1.24 $ 1.67
Cash dividends declared (B) 0.59 0.59 0.21 0.69
Shareholders' equity, end of period 20.05 18.34 15.86 21.40

Assuming 1.1021 Exchange Ratio (mid-point)
Net income 1.57 1.45 1.24 1.60
Cash dividends declared (B) 0.59 0.59 0.21 0.65
Shareholders' equity, end of period 20.05 18.61 15.86 20.51

Assuming 1.0372 Exchange Ratio (minimum)
Net income 1.57 1.48 1.24 1.54
Cash dividends declared (B) 0.59 0.59 0.21 0.61
Shareholders' equity, end of period 20.05 18.90 15.86 19.60

12/31/95
- --------
Assuming 1.1669 Exchange Ratio (maximum)
Net income 2.10 1.86 1.39 2.17
Cash dividends declared (B) 0.72 0.72 0.27 0.84

Assuming 1.1021 Exchange Ratio (mid-point)
Net income 2.10 1.88 1.39 2.07
Cash dividends declared (B) 0.72 0.72 0.27 0.79

Assuming 1.0372 Exchange Ratio (minimum)
Net income 2.10 1.91 1.39 1.98
Cash dividends declared (B) 0.72 0.72 0.27 0.75

12/31/94
- --------
Assuming 1.1669 Exchange Ratio (maximum)
Net income 1.81 1.64 1.36 1.91
Cash dividends declared (B) 0.65 0.65 0.23 0.76

Assuming 1.1021 Exchange Ratio (mid-point)
Net income 1.81 1.67 1.36 1.84
Cash dividends declared (B) 0.65 0.65 0.23 0.72

Assuming 1.0372 Exchange Ratio (minimum)
Net income 1.81 1.69 1.36 1.75
Cash dividends declared (B) 0.65 0.65 0.23 0.67

12/31/93
- --------
Assuming 1.1669 Exchange Ratio (maximum)
Income before change in accounting pr 1.53 1.32 1.23 1.54
Cash dividends declared (B) 0.63 0.63 0.21 0.74

Assuming 1.1021 Exchange Ratio (mid-point)
Net income 1.53 $1.34 1.23 1.48
Cash dividends declared (B) 0.63 0.63 0.21 0.69

Assuming 1.0372 Exchange Ratio (minimum)
Net income 1.53 $1.36 1.23 1.41
Cash dividends declared (B) 0.63 0.63 0.21 0.65

</TABLE>

(A) Pro forma information includes German American
Bancorp, and Peoples Bancorp of Washington as if
combined for all periods presented.

<PAGE>
<PAGE> 28

(B) Based upon German American Bancorp cash dividends
declared, without restatement for poolings, because
management believes acquisitions will have no
significant effect on German American Bancorp
dividend policy.

(D) Computed by multiplying German American Bancorp pro
forma per share information by the indicated
Exchange Ratio.
<PAGE>
<PAGE> 29

PEOPLES BANCORP OF WASHINGTON
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollar amounts in thousands, except share data)

The following selected data have been derived from, and
should be read in conjunction with, the Peoples Bancorp
of Washington audited and unaudited financial statements
and Management's Discussion and Analysis. See also
"Recent Financial Information."

<TABLE>
<CAPTION>
Nine months ended
September 30, Year ended December 31,
-------------------- --------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>

FOR THE PERIOD
Interest Income $ 5,211 $ 4,799 $ 6,519 $ 5,852 $ 5,714 $ 6,241 $ 6,752
Interest Expense 2,276 2,304 3,131 2,492 2,556 3,117 4,038
Net interest income 2,935 2,495 3,388 3,360 3,158 3,124 2,714
Provision for loan losses 37 67 68 120 144 162 140
Non-interest income 230 269 304 244 267 297 199
Non-interest expense 1,946 1,834 2,340 2,301 2,285 2,279 2,135
Income before income taxes and
accounting change 1,181 862 1,284 1,183 996 979 638
Net income 735 561 824 807 730 615 364
PER COMMON SHARE (3)
Net income 1.24 0.95 1.39 1.36 1.23 1.04 0.61
Cash dividends 0.21 0.17 0.27 0.23 0.21 0.18 0.17
Divided payout ratio 16.94% 17.89% 19.42% 16.91% 17.07% 17.31% 27.87%
Weighted average Shares (000) 593 593 593 593 593 593 593
AT PERIOD-END
Loans $ 67,230 $ 56,057 $ 58,760 $ 53,774 $ 48,110 $ 44,565 $ 39,702
Earning assets 86,454 81,165 83,914 81,489 82,207 78,485 73,822
Total assets 91,488 87,586 90,842 86,413 88,924 83,320 82,305
Average total assets 89,451 86,552 87,497 85,394 83,124 82,813 80,740
Deposits 71,631 66,046 67,974 66,890 71,546 70,550 69,318
Long-term debt 1,500 2,000 1,000 1,000 1,000 - -
Common shareholders' equity 9,408 8,601 8,832 7,854 7,539 6,931 6,425
Total shareholders' equity 9,408 8,601 8,832 7,854 7,539 6,931 6,425
Average shareholders' equity 9,104 8,254 8,371 7,755 7,254 6,678 6,208
PERFORMANCE RATIOS
Return on average total assets 1.10% 0.86% 0.94% 0.95% 0.88% 0.74% 0.45%
Return on average common equity 10.76 9.06 9.84 10.42 10.06 9.21 5.86
Efficiency (1) 61.48 66.35 63.38 63.83 66.72 66.62 73.29
Overhead (2) 58.47 62.73 60.09 61.20 63.90 63.44 71.33
Net interest margin 4.61 4.05 4.08 4.16 4.05 3.98 3.68
CAPITAL RATIOS AT PERIOD-END
Tangible equity to tangible assets 10.36 9.91 9.76 9.09 8.48 8.32 7.81
Tier 1 risk-adjusted capital 14.45 14.88 14.64 13.74 14.39 14.67 14.96
Total risk-adjusted capital 15.70 16.13 15.89 14.99 15.63 15.92 16.21
ASSET QUALITY DATA
Nonperforming loans $ 411 $ 407 $ 418 $ 501 $ 45 $ 95 $ 385
Nonperforming assets 411 407 418 501 45 95 385
Allowance for loan losses 968 968 960 933 810 634 622
Nonperforming loans to period-end loans 0.61% 0.73% 0.71% 0.93% 0.09% 0.21% 0.97%
Non performing assets to period-end loans plus
OREO and other nonperforming assets 0.61% 0.73% 0.71% 0.93% 0.09% 0.21% 0.97%
Allowance for loan losses to nonperforming
loans 235.52% 237.84% 229.67% 186.23% 1800.00% 667.37% 161.56%
Allowance for loan losses to period-end loans 1.44% 1.73% 1.63% 1.74% 1.68% 1.42% 1.57%
Net loan charge-offs to average loans .05% .08% .07% -.01% -.07% .36% .35%
</TABLE>

(1) Calculated as noninterest expense divided by net
interest income plus noninterest income.

(2) Calculated as noninterest expense less noninterest
income divided by net interest income.

(3) Share data adjusted for 1995 stock split as
appropriate.
<PAGE>
<PAGE> 30
GERMAN AMERICAN BANCORP
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollar References In Thousands Except Share Data)

The following selected data have been derived from, and should
be read in conjunction with, the consolidated financial statements
and related notes included in the German American Annual Report to
Shareholders delivered with this Prospectus/Proxy Statement, and in
German American's Quarterly Report on Form 10-Q for the three months
ended September 30, 1996 (attached to this Prospectus/Proxy
Statement as Appendix D). See also "Recent Financial Information."
See Note 18 to the consolidated financial statements included in the
German American Annual Report to Shareholders and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included therein for information regarding certain
purchase acquisitions during 1994 and 1993 which affect the
comparability of data.
<TABLE>
Nine Months
Ended
September 30, Year Ended December 31,
____________________ _______________________________________________
1996 1995 1995 1994 1993 1992 1991
____________________ _______________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Interest and Fees on Loans $ 16,343 $ 15,680 $ 21,210 $ 17,348 $ 16,312 $ 16,903 $ 17,739
Interest on Investments 4,709 4,468 6,087 4,722 5,345 6,018 7,956
Total Interest Income 21,052 20,148 27,297 22,070 21,657 22,921 25,695
Interest on Deposits 10,072 9,226 12,633 9,394 9,844 11,197 14,771
Interest on Short-term Borrowings 37 168 184 133 50 69 185
Interest on Long-term Debt -- -- -- -- -- 3 5
Total Interest Expense 10,109 9,394 12,817 9,527 9,894 11,269 14,961
Net Interest Income 10,943 10,754 14,480 12,543 11,763 11,652 10,734
Provision for Loan Losses 145 15 (19) 567 653 984 1,943
Net Interest Income after Provision
for Loan Losses 10,798 10,739 14,499 11,976 11,110 10,668 8,791
Service Charges on Deposit Accounts 555 456 620 567 520 439 466
Other Income 765 651 840 1,122 1,049 1,175 481
Total Non-Interest Income 1,320 1,107 1,460 1,689 1,569 1,614 947
Salaries and Benefits 4,278 3,963 5,349 4,517 4,338 4,096 3,716
Other Expenses 3,511 3,400 4,729 4,092 4,251 3,881 3,281
Total Non-Interest Expense 7,789 7,363 10,078 8,609 8,589 7,977 6,997
Income Before Income Taxes and
Accounting Change 4,329 4,483 5,881 5,056 4,090 4,305 2,741
Income Tax Expense 1,324 1,460 1,863 1,582 1,308 1,403 716
Income Before Accounting Change 3,005 3,023 4,018 3,474 2,782 2,902 2,025
Cumulative Effect of change in
Accounting for Income Taxes -- -- -- -- 150 -- --
Net Income 3,005 3,023 4,018 3,474 2,932 2,902 2,025
________________________________________________________________________________________________________________
PERIOD END BALANCES
Total Assets $381,828 $357,361 $367,763 $346,526 $323,279 $305,022 $291,625
Total Loans, Net 242,900 228,788 224,657 218,141 196,465 185,741 174,547
Total Long-term Debt -- -- -- -- -- -- 69
Total Deposits 336,504 314,997 327,579 302,290 281,510 270,952 258,133
Total Shareholders' Equity 38,548 35,430 36,956 32,925 31,341 29,470 27,446
________________________________________________________________________________________________________________
PER SHARE DATA(1)
Income Before Cumulative Effect of
Change in Accounting for Income
Taxes $ 1.57 $ 1.58 $ 2.10 $ 1.81 $ 1.45 $ 1.51 $ 1.06
Net Income 1.57 1.58 2.10 1.81 1.53 1.51 1.06
Cash Dividends(2) 0.59 0.54 .72 .65 .63 .54 .57
Shareholders' Equity, End of Period 20.05 18.49 19.29 17.17 16.34 15.37 14.31
</TABLE>
(1) Per share data has been retroactively adjusted to give effect
for stock dividends and stock splits, including the five
percent stock dividend declared in October, 1996.

(2) Cash dividends represent historical per share dividends
declared without retroactive restatement for pooling.<PAGE>
<PAGE> 31

RECENT FINANCIAL INFORMATION

The following recent financial information has been
reported by German American and Peoples on an unaudited
basis.

German American

German American's net income for the fourth quarter
of 1996 totaled $1,060,000 ($.55 per share) an increase
of $65,000 (6.5%) as compared to $995,000 ($.52 per
share) for the fourth quarter in 1995. Net income for
1996 was $4,065,000 ($2.12 per share), an increase of
$47,000 (1%) as compared to 1995 net income of $4,018,000
($2.10 per share). Excluding the effect of the FDIC
special assessment on Savings Association Insurance Fund
(SAIF) Deposits in the third quarter of 1996 and the
expenses associated with the pending merger transaction
with Peoples, earnings for the year ended December 31,
1996 were $4,306,000 or $2.24 per share, an increase of
7.2%. All earnings per share amounts have been computed
to give effect to the 5 percent stock dividend of
December 6, 1996 as though the 90,841 additionally issued
shares had been outstanding for all periods presented.
German American's year-end total assets as of December
31, 1996 were $397,506,000 compared to $381,828,000 at
September 30, 1996 and $367,763,000 at December 31, 1995.
Total shareholders' equity at December 31, 1996, was
$39,341,000 compared to $38,548,000 at September 30, 1996
and $36,956,000 at December 31, 1995.

Peoples

Peoples reported net income for the fourth quarter
of 1996 of $94,000 ($.16 per share), a decrease of
$169,000 ($.28 per share) from net income of $263,000
($.44 per share) for the fourth quarter of 1995.
Peoples' net income for 1996 was $829,000 ($1.40 per
share) compared to $824,000 ($1.39 per share) for 1995.
Peoples' fourth quarter decrease in net income was due to
the recording of expenses related to the pending merger.

Peoples reported total assets of $91,937,000 at
December 31, 1996, compared to $90,842,000 at December
31, 1995. Total stockholders' equity at December 31,
1996, was $9,452,000, compared to $9,408,000 at September
30, 1996 and $8,832,000 at December 31, 1995.
<PAGE>
<PAGE> 32
INFORMATION CONCERNING THE SPECIAL MEETING

THE PEOPLES SPECIAL MEETING

GENERAL

Each copy of this Prospectus/Proxy Statement mailed
to a Peoples Shareholder is accompanied by a proxy, which
is solicited by the Board of Directors of Peoples for use
at the Special Meeting that will be held at the Community
Room at the Holiday Inn Express, 1808 East National
Highway, Washington, Indiana, at 1:00 p.m., Peoples time,
on Friday, February 28, 1997, and at any adjournment or
adjournments thereof. Shareholders of Peoples who are
the owners of Peoples Common Stock of record at the close
of business on January 15, 1997, will be entitled to vote
at the Special Meeting. On such date, there were 593,334
shares of Peoples Common Stock outstanding and entitled
to vote, with each such share entitled to one vote.

VOTES REQUIRED

The presence at the Special Meeting, in person or by
proxy, of the holders of a majority of the outstanding
shares of Peoples Common Stock will constitute a quorum.
Each share of Peoples Common Stock is entitled to one
vote on any matter to come before the Special Meeting.

The affirmative vote of the holders of a majority of
the outstanding shares of Peoples Common Stock entitled
to vote at the Special Meeting (at least 296,667 of the
593,334 shares of Peoples Common Stock outstanding) is
required for approval and adoption of the Acquisition
Agreements. Proxies marked as abstentions and shares
held in street name that are designated by brokers on
proxy cards as not voted will not be counted as votes
cast and, as a result, will have the same effect as a
vote against approval of the Acquisition Agreements.
Proxies marked as abstentions or as broker non-votes,
however, will be treated as shares present for the
purpose of determining whether a quorum is present. All
of the members of the Board of Directors of Peoples have
agreed to vote all shares owned of record by them in
favor of approval and adoption of the Acquisition
Agreements at the Special Meeting. At September 30,
1996, the Directors of Peoples owned of record 52,420
shares or approximately nine percent of the outstanding
shares thereof, and owned beneficially (including not
only shares owned by
<PAGE>
<PAGE> 33

record but also shares owned by spouses, minor children,
and other close associates) an aggregate of 78,348
shares, or approximately 13 percent. Accordingly, the
vote of an additional 218,319 shares would be required to
approve the Merger in addition to the 78,348 shares
beneficially owned by the Directors of Peoples.

THE GERMAN AMERICAN SPECIAL MEETING

GENERAL

The vote of German American's stockholders with
respect to the Merger is not required by law or by the
terms of the Acquisition Agreements. German American's
listing agreement with the NASDAQ Stock Market (the
"NASDAQ Listing Agreement"), however, requires that
German American abide by certain NASDAQ policies in order
to continue to be listed on the National Market System of
NASDAQ. One of these policies requires that issuance of
additional German American Common Stock in connection
with an acquisition of stock or assets of another
business that equals or exceeds 20 percent of the number
of shares of German American Common Stock outstanding
prior to the issuance must be approved by a majority of
the votes cast by German American's shareholders at a
meeting held to consider such acquisition. Accordingly,
the Board of Directors of German American has called a
Special Meeting of Shareholders of German American to
consider the Merger and the issuance of additional shares
pursuant to the Acquisition Agreements in order to assure
continued listing of German American Common stock on the
NASDAQ National Market System.

Each copy of this Prospectus/Proxy Statement mailed
to a German American Shareholder is accompanied by a
proxy, which is solicited by the Board of Directors of
German American for use at the Special Meeting that will
be held at the principal office of German American Bank,
711 Main Street, Jasper, Indiana, at 10:00 a.m., German
American time, on Friday, February 28, 1997, and at any
adjournment or adjournments thereof. Shareholders of
German American who are the owners of German American
Common Stock of record at the close of business on
January 15, 1997, will be entitled to vote at the Special
Meeting. On such date, there were 1,923,774 shares of
German American Common Stock outstanding and entitled to
vote, with each such share entitled to one vote.
<PAGE>
<PAGE> 34

VOTES REQUIRED

The presence at the Special Meeting, in person or by
proxy, of the holders of a majority of the outstanding
shares of German American Common Stock will constitute a
quorum. Each share of German American Common Stock is
entitled to one vote on any matter to come before the
Special Meeting.

The affirmative vote of a majority of the votes cast
at the Special Meeting is required by the NASDAQ Listing
Agreement for approval of the proposed issuance of
additional shares pursuant to the Acquisition Agreements.
Proxies marked as abstentions and shares held in street
name that are designated by brokers on proxy cards as not
voted will not be counted as votes cast and, as a result,
will not have the effect of a vote cast for or against
approval of the Acquisition Agreements. Proxies marked
as abstentions or as broker non-votes, however, will be
treated as shares present for the purpose of determining
whether a quorum is present. All of the members of the
Board of Directors of German American are expected to
vote all shares owned by them in favor of approval and
adoption of the Acquisition Agreements at the Special
Meeting. At October 31, 1996, the Directors and
executive officers of German American owned beneficially
approximately 26% of the outstanding shares of German
American Common Stock.

PROXIES

If the enclosed proxy is executed and returned, it
may nevertheless be revoked at any time insofar as it has
not been exercised. The proxy may be revoked by (a)
giving written notice of revocation to the Secretary of
Peoples or German American (as the case may be) at the
principal executive offices of such corporation set forth
in the Summary, which written revocation notice is
actually received by the Secretary prior to the proxy
being exercised, (b) executing a subsequently dated
proxy, or (c) attending the Special Meeting and voting in
person. Unless revoked, the proxy will be voted at the
meeting in accordance with the instructions of the
shareholder as indicated on the proxy. If no
instructions are given, the shares will be voted FOR the
Merger and, on other matters that come before the
meeting, as recommended by the Directors; provided, that,
in no event will a proxy that has been voted against the
Merger be voted in favor of any motion to adjourn the
Special Meeting for the purpose of soliciting additional
votes in favor of the Merger.

<PAGE>
<PAGE> 35
SOLICITATION OF PROXIES

In addition to the use of the mails, Directors,
officers, and certain employees of Peoples, Peoples Bank
and German American may, without additional compensation
therefor, solicit proxies in person or by telephone.
Peoples and German American will bear the cost of
soliciting proxies from shareholders of Peoples and the
expense of preparing and printing this Prospectus/Proxy
Statement. See "THE MERGER--The Acquisition
Agreements--Terms of the Merger--Expenses." Brokers and
other custodians, nominees, and fiduciaries are requested
to forward proxies and proxy soliciting materials to the
beneficial owners of shares held of record by such
persons and will be reimbursed for their reasonable
expenses in so doing.

THE MERGER

BACKGROUND AND REASONS FOR THE MERGER

PEOPLES

During 1995, Peoples received several unsolicited
invitations to hold discussions concerning possible
affiliations between Peoples and other financial
institutions. Partly in response to these, Peoples'
Board of Directors decided to retain an investment banker
in order to assist it in its long-range strategic
planning process.

On January 31, 1996, Peoples retained Austin
Associates, Inc. ("AAI") to assist in a strategic
planning process. The purpose of the planning process
was to develop a three year financial plan to assist in
determining the impact of achieving alternative planning
goals on the value of Peoples. To do this, the strategic
planning process involved projecting (1) the value of
Peoples in a "sale of control" context; (2) the level of
performance Peoples would need to achieve in order to
provide shareholders with the value projected in a "sale
of control" context; and (3) the ability of Peoples to
redeem shares of its common stock in order to provide
liquidity to its shareholders. The Board of Directors of
Peoples met on March 13, 1996, to review the results of
the planning process and determined that a sale or merger
of the company would likely provide greater shareholder
value than remaining independent. The Board of Peoples
reached this conclusion after analyzing the level of
performance Peoples would need to achieve in order to
provide shareholders with the value projected in a "sale
of control" context and the probable changes required in
Peoples methods of operations in order to achieve these<PAGE>
<PAGE> 36

results. In reaching this conclusion, the Board of
Peoples also acknowledged that even if Peoples obtained
these operating results, there was no guaranty that
Peoples' stock would increase in value.

On March 15, 1996, Peoples received a proposal from
another entity (the "Third Party") other than German
American. The proposal indicated a fixed price of $18.5
million, payable in stock, cash or a combination of stock
and cash. The Board retained AAI on March 19, 1996 to
serve as financial advisor with respect to a possible
sale or merger of Peoples. AAI prepared an overall
assessment of the sale of control value of Peoples,
including a review of the Third Party proposal.
<PAGE>
<PAGE> 37

On April 17, 1996, the Peoples Board met to review
the AAI report. AAI concluded that a reasonable sale of
control value range for the organization would be between
$15.4 and $16.6 million as of December 31, 1995. The
Board instructed AAI to further negotiate the financial
terms with the Third Party.

On April 23, 1996, German American submitted an
unsolicited proposal to merge with Peoples in a stock for
stock transaction. The offer indicated a fixed exchange
of German American shares for all of Peoples shares
outstanding. The transaction would have been valued at
$20.5 million based on the April 22 average of the
closing bid and asked prices of German American.

Based on this development, the Board instructed AAI
to contact five additional organizations to determine
their potential interest in acquiring Peoples. The five
organizations were selected based on asset size,
geographic proximity, and financial performance and
condition. In addition, the common stock of all five of
the financial organizations was publicly traded. After
receiving positive responses, AAI distributed
confidential information packages to German American, the
Third Party and the five companies. The 1996 Budget for
Peoples, including projected net income of $913,450 for
the year ended December 31, 1996, and projected total
assets of $91,514,000, projected total loans of
$60,775,000, and projected total deposits of $70,513,000
as of December 31, 1996, was included in the confidential
information. A bid deadline of May 17 was established.

On or before May 17, six proposals were received,
including revised proposals from both German American and
the Third Party. A special Board meeting of Peoples was
held May 30 to review the proposals. After further
negotiations and an exchange of additional information
between the parties, the Peoples Board selected the
German American proposal.

Because the German American and the Third Party
proposals were the two highest proposals from a financial
point of view, the Board of Directors requested that AAI
advise it as to AAI's ability to opine as to the
fairness, from a financial point of view, of only the
German American and Third Party proposals. The Peoples
Board was informed by AAI that it would be able to render
a fairness opinion with respect to both the German
American proposal and the proposal from the Third Party.
The Peoples Board chose<PAGE>
<PAGE> 38

the German American proposal over the proposal from the
Third Party due in part to the higher price of the German
American proposal based upon market conditions at that
time and the belief of the Peoples Board that German
American's philosophy and corporate culture with respect
to operations, customers and shareholders more
strategically matched that of Peoples. No one of the
above reasons was dominant but, instead, the decision of
the Board was the result of all considerations. The
importance of these factors relative to one another
cannot precisely be determined or stated here.

The final German American proposal, as described in
detail elsewhere in this Prospectus/Proxy Statement,
provides for a variable exchange of German American
shares for Peoples shares. The variable exchange ratio
formula is designed to assure Peoples shareholders that
the aggregate value of the German American Common Stock
to be issued in the Merger as calculated during the pre-
closing Valuation Period will be not less than $21.1
million unless the Board of Directors of Peoples waives
that minimum valuation condition. Although there can be
no such assurance, the Board of Directors of Peoples
presently anticipates that it would not waive the minimum
condition without submitting the merger to another vote
by Peoples' stockholders and resolicitation of their
proxies. The average of the German American closing bid
and ask prices on January 24, 1997 (the latest
practicable date prior the printing of this
Prospectus/Proxy Statement), was $37.25. Assuming that
the Merger had closed on that date, the Exchange Ratio
would have been fixed at 1.0372 and (valuing each share
of German American at $37.25) the market value of the
German American stock to be exchanged for each share of
Peoples would have been $38.64, or approximately $22.9
million in the aggregate.
<PAGE>
<PAGE> 39

An Agreement between the parties fixing the general
terms of the transaction was entered into on July 3,
1996. German American and Peoples entered into the
Agreement and Plan of Reorganization ("Agreement") on
September 27, 1996. German American and Peoples, and
their respective representatives, negotiated the
financial and other terms of the Agreement on an arms's-
length basis.

THE BOARD OF DIRECTORS OF PEOPLES HAS UNANIMOUSLY
APPROVED THE ACQUISITION AGREEMENTS AND UNANIMOUSLY
RECOMMENDS TO THE SHAREHOLDERS OF PEOPLES THAT THEY VOTE
TO APPROVE SUCH AGREEMENTS AND THE MERGER PROPOSAL
CONTEMPLATED THEREBY.

Pursuant to the Reorganization Agreement, the
Chairman of the Board of Peoples, David Graham, and
another member of the present Board of Directors of
Peoples (not yet designated), will be added to the German
American Board of Directors as soon as practicable after
the Effective Time.

GERMAN AMERICAN

German American's Board of Directors considered a
number of financial and non-financial factors in
connection with its approval of the Merger, including its
respect for the ability and integrity of the Board of
Directors, management, and staff of Peoples and Peoples
Bank and its belief that entering the Daviess County
banking market through the Merger offers important long
range strategic benefits to German American.

In connection with German American's evaluation of
the financial terms of the Merger, German American's
management prepared estimates of the future earnings and
financial condition for German American and for Peoples.
These estimates were based on the 1996 Budget of Peoples
that had been supplied to German American as part of the
confidential information package delivered to interested
parties, and took into account cost savings and
efficiencies that German American's management believed
could reasonably be achieved in future years. These
estimates compared the estimated earnings per share and
estimated shareholders' equity per share of German
American's Common Stock to its estimated earnings per
share and shareholders' equity per share on a prospective
pro forma basis giving effect to the Merger on the agreed
terms. Based on such analysis, the proposed Merger of
Peoples was expected to be materially dilutive, for at
least German American's fiscal years ending December 31,
1996, 1997<PAGE>
<PAGE> 40
1998, and 1999, to German American's earnings per share
and shareholders' equity per share compared to the
amounts that might be expected without the business
combination with Peoples. See "GERMAN AMERICAN BANCORP
AND PEOPLES BANCORP OF WASHINGTON HISTORICAL AND PRO
FORMA PER SHARE DATA" which illustrates the pro forma
dilutive impact of the Merger on German American's net
income per share and shareholders' equity per share for
the nine months ended September 30, 1996 and each of the
three years ended December 31, 1995, without taking into
account any cost savings or efficiencies. In order for
the Merger not to be dilutive to German American's net
income per share for the nine months ended September 30,
1996, German American's management believes that it would
have had to have realized revenue enhancements or
efficiencies from the Merger of approximately $500,000.

German American's Board of Directors attached
greater weight to the anticipated net income per share
dilution than to the anticipated shareholders equity per
share dilution when determining its offer of merger. The
basis for the Board's greater concern for the dilutive
impact of the Merger upon net income per share than upon
shareholders' equity per share was the Board's belief,
based on its discussions with investors and broker-
dealers active in bank stocks over the years, that
investors are significantly more concerned with the
dilutive impact of an acquisition transaction upon
earnings than upon shareholders' equity. German
American's management believes that the anticipated
dilution is acceptable given German American's belief
that entry into the Daviess County banking market offers
strategic advantages to German American.

The statements contained in the foregoing paragraphs
relating to the anticipated future dilutive effect of the
Merger on German American's net income per share are
forward looking statements. Readers are cautioned that
such statements are subject to various factors that could
cause the actual dilutive effect of the Merger on
earnings to differ materially from the effect that is
expected, or could cause the period of such material
dilutive effect to be longer or shorter than anticipated,
including factors such as (a) the earnings of German
American and of Peoples that are in fact achieved during
1996 in future periods, compared to the amounts that were
assumed for German American and Peoples in connection
with the estimation process, (b) the amount of expense
reduction that German <PAGE>
<PAGE> 41
American is able to realize as the result of the Merger
compared to the amounts estimated, and (c) the pace of
realization of such expense reductions. Depending upon
such factors, the actual dilutive impact of the merger
upon German American earnings could be materially more,
or materially less, than estimated and could exist for a
longer, or shorter, period of time than is presently
forecast.

THE BOARD OF DIRECTORS OF GERMAN AMERICAN HAS
UNANIMOUSLY APPROVED THE ACQUISITION AGREEMENTS AND
UNANIMOUSLY RECOMMENDS TO THE SHAREHOLDERS OF GERMAN
AMERICAN THAT THEY VOTE TO APPROVE SUCH AGREEMENTS AND
THE ISSUANCE OF ADDITIONAL GERMAN AMERICAN COMMON STOCK
CONTEMPLATED THEREBY.

THE ACQUISITION AGREEMENTS

The following summary of the terms of the
Acquisition Agreements does not purport to be complete
and is qualified in its entirety by reference to the
Acquisition Agreements, which are incorporated herein by
reference and attached as Appendix A to this Prospectus.

If approved by the shareholders of Peoples, and if
all other conditions to the consummation of the Merger
specified by the Acquisition Agreements are satisfied or
waived, and unless the Acquisition Agreements are
terminated as provided therein, the Merger will be
consummated and become effective upon the filing of the
Merger Agreement with the Office of the Indiana Secretary
of State (the "Effective Time"). Although no assurances
can be given, it is anticipated that the Effective Time
will occur on or before January 31, 1997. Simultaneously
with the Merger, Union will be merged into Peoples Bank.
The resulting bank will continue operation under the name
"The Peoples National Bank and Trust Company."

EFFECT OF THE MERGER

At the Effective Time of the Merger, the separate
corporate existence of Peoples will cease and Peoples
will be merged into and become a part of GAHC, which will
survive the Merger.

Following the Merger, shareholders of Peoples who do
not perfect their dissenters' rights under Chapter 44 of
the IBCL (see "THE MERGER--Rights of Dissenting
Shareholders") will have the right, upon surrender of the
certificates for their shares of Peoples Common<PAGE>
<PAGE> 42
Stock or other evidence of ownership of such shares
acceptable to German American, to receive the Merger
Consideration as further discussed below.

TERMS OF THE MERGER

CONVERSION OF PEOPLES COMMON STOCK

Pursuant to the Merger, German American will acquire
all 593,334 issued and outstanding shares of Peoples
Common Stock in exchange for shares of German American's
Common Stock, $10 par value, at an exchange ratio
calculated as follows. German American Common Stock will
be valued solely for purposes of computing the exchange
ratio at the average of the lowest closing asked prices
and highest closing bid prices of German
American Common Stock as reported by the NASDAQ National
Market System for each of the ten consecutive business
days that end on the second business day preceding the
closing date (the "Valuation Period"). This valuation
will be computed by averaging the asked prices separately
from the bid prices over the ten days of the Valuation
Period and then averaging the average bid price figure
and the average asked price figure. Shareholders can
obtain the daily closing bid/asked information as
reported by NASDAQ for German American Common Stock by
calling any member firm of the National Association of
Securities Dealers (NASD) or by accessing NASDAQ's home
page on the Internet (http://www.nasdaq.com) and entering
the NASDAQ quotation symbol for German American Common
Stock (GABC). Shareholders can also obtain this
information by calling the German American Investor
Relations office at (812)482-1314.

The value of the German American Common Stock during
the Valuation Period (computed as indicated above) shall
then be divided into the sum of $21,100,000 to establish
(to the nearest whole share) the aggregate number of
shares of German American Common Stock into which all of
the then issued and outstanding shares of Peoples Common
Stock (which shall be not more than 593,334 shares) shall
be converted at the Effective Time. This number of
shares of German American Common Stock shall then be
divided by 593,334, with the quotient therefrom (carried
to the fourth figure past the decimal point) being the
number of shares of German American Common Stock into
which each share of Peoples Common, except for shares as
to which dissenters rights under the Indiana Business
Corporation Law (the "IBCL") have been perfected, shall
be converted at the Effective Time.

<PAGE>
<PAGE> 43

Notwithstanding the above, in no event shall the
total number of shares of German American Common Stock
into which the 593,334 shares of Peoples Common Stock
shall be converted be more than 692,344 shares or fewer
than 615,417 shares; and provided further, that in no
event will the exchange ratio be more than 1.1669 or
less than 1.0372 shares of German American Common Stock
for each of the 593,334 shares of Peoples Common Stock.
The maximum and minimum exchange ratio, and the maximum
and minimum number of shares of German American Common
Stock for which the 593,334 shares of Peoples Common
Stock shall be exchanged, have been adjusted by five
percent from the figures set forth in the Reorganization
Agreement for the five percent stock dividend declared by
German American in October 1996, subsequent to the date
of the Reorganization Agreement. The maximum and minimum
exchange ratios, and the maximum and minimum numbers of
shares, will be further adjusted in accordance with the
anti-dilution provisions of the Reorganization Agreement
in connection with any future stock dividends, stock
splits and the like that German American might declare.
Therefore, Peoples' shareholders are assured that their
interests under the Reorganization Agreement will not be
diluted on account of any such future stock dividends,
stock splits and the like. Further, German American does
not anticipate that it will declare or effect any such
future stock splits or dividends or the like prior to the
Effective Time. At times herein the shares of German
American Common Stock to be received in exchange for the
shares of Peoples Common Stock will be referred to as the
"Merger Consideration".
<PAGE>
<PAGE> 44

On January 24, 1997 (the lastest practicable date
prior to the printing of the Prospectus/Proxy Statement),
the average of the closing bid/asked quotations
("Bid/Asked Value") for German American Common Stock was
$37.25 per share. Assuming that the Bid/Asked Value
remains not less than $34.29 per share during the
Valuation Period (as to which there is no assurance),
then the minimum number of shares specified by the
Reorganization Agreement (1.0372 shares of German
American for each Peoples common share and an aggregate
of 615,417 shares of German American Common Stock) will
be issued in the Merger.

If the Bid/Asked Value falls between $30.48 and
$34.28 per share during the Valuation Period, then
Peoples' shareholders will receive an aggregate number of
shares of German American Common Stock that had an
aggregate Bid/Asked Value as measured during the
Valuation Period of $21,100,000 (but not more than
692,344 shares in the aggregate or 1.1669 shares of
German American Common Stock for each Peoples common
share).

The Acquisition Agreements may be terminated by
Peoples if the Bid/Asked Value of the German American
Common Stock to be issued to the Peoples shareholders, as
calculated pursuant to the Acquisition Agreements, would
be less than $21,100,000. This termination right will
become operative only if the average of the closing
bid/asked quotations for German American Common Stock
during the Valuation Period is less than $30.48 per
share, and the product obtained by multiplying the
maximum number of shares to be issued in the Merger
(692,344 shares) by such average value therefore is less
than $21,100,000. Although there can be no such
assurance, the Peoples Board of Directors presently
anticipates that it would not waive any right that
Peoples may have to terminate the Merger by reason of the
Bid/Asked Value of the German American Common Stock
dropping below $30.48 during the Valuation Period unless
it first submitted the Merger to the Peoples'
shareholders for reapproval and resolicited proxies. If
Peoples waives its right to terminate the Merger (with or
without shareholder reapproval) on account of the
Bid/Asked Value dropping below $30.48 during the
Valuation Period, then Peoples Shareholders would receive
the maximum number of shares specified by the Acquisition
Agreements, which maximum number of shares would have a
Bid/Asked Value as measured during the Valuation Period
of less than $21,100,000.

<PAGE>
<PAGE> 45

The following table illustrates a range of possible
values of the German American Common Stock to be received
by the Peoples shareholders in the Merger:

Average
Aggregate Bid/Asked
Hypothetical Average Value During
Average Bid/Asked the
Bid/Asked Value During Shares Valuation
Value Aggregate The Valuation To Be Period of
During the Shares Period of Issued Per Shares To Be
Valuation To Be Shares To Be Peoples Issued Per
Period Issued* Issued Share* Peoples Share

<S> <C> <C> <C> <C>
$37.25 615,417 $22,924,283 1.0372 $38.64

$37.00 615,417 $22,770,429 1.0372 $38.38

$35.00 615,417 $21,539,595 1.0372 $36.30

$34.29 615,417 $21,102,649 1.0372 $35.57

$33.00 639,394 $21,100,000 1.0776 $35.56

$31.00 680,645 $21,100,000 1.1472 $35.56

$30.47 692,344 $21,095,722 1.1669 $35.56

$29.00 692,344 $20,077,686 1.1669 $33.84
</TABLE>

*Subject to possible adjustment on account of future stock
dividends, stock splits, or the like.

No fractional shares of German American Common Stock
will be issued and, in lieu thereof, holders of shares of
Peoples Common Stock who would otherwise be entitled to
a fractional share interest (after taking into account
all shares of Peoples Common Stock held by such holder)
shall be paid an amount in cash equal to the product of
such fractional share interest and the average of the
highest bid and the lowest asked price of a share of
German American Common as quoted on the NASDAQ National
Market System on the last day of the Valuation Period.

Any Peoples shareholders who perfect their
dissenters' rights under the IBCL would receive cash for
their shares of Peoples Common Stock rather than shares
of German American's Common Stock.

SURRENDER OF CERTIFICATES

As soon as reasonably practicable after the
Effective Time, German American or its designated
exchange agent (the "Exchange Agent") shall mail to each
record holder of Peoples Common Stock a letter of<PAGE>
<PAGE> 46
transmittal (which shall specify that delivery shall be
effected, and the risk of loss and title to the
certificates of Peoples Stock shall pass, only upon
proper delivery of the certificates to the Exchange Agent
and shall be in such form and have such other provisions
as German American shall reasonably specify) (each such
letter, the "Merger Letter of Transmittal") and
instructions for use in effecting the surrender of each
Peoples stock certificate (the "Certificate") in exchange
for the Merger Consideration. As soon as reasonably
practicable after surrender to the Exchange Agent of a
Certificate, together with a Merger Letter of Transmittal
duly executed and any other required documents, the
Exchange Agent shall transmit to the holder of such
Certificate the Merger Consideration.

No dividends that are otherwise payable on shares of
German American Common Stock constituting the Merger
Consideration shall be paid to persons entitled to
receive such shares of German American Common Stock until
such persons surrender their Certificates. Upon such
surrender, there shall be paid to the person in whose
name the shares of German American Common Stock shall be
issued any dividends which shall have become payable with
respect to such shares of German American Common Stock
(without interest and less the amount of taxes, if any,
which may have been imposed thereon) between the
Effective Time and the time of such surrender.

If the Merger Consideration is to be issued to a
person other than a person in whose name a surrendered
Certificate is registered, it shall be a condition of
issuance that the surrendered Certificate shall be
properly endorsed or otherwise in proper form for
transfer and that the person requesting such issuance
shall pay to the Exchange Agent any required transfer or
other taxes or establish to the satisfaction of the
Exchange Agent that such tax has been paid or is not
applicable. German American reserves the right in all
cases to require that a surety bond on terms and in an
amount satisfactory to German American be provided to
German American at the expense of the Peoples Shareholder
in the event that such shareholder claims loss of a
Certificate for Peoples Common Stock and requests that
German American waive the requirement for surrender of
such Certificate.

<PAGE>
<PAGE> 47

RIGHTS DETERMINED AT EFFECTIVE TIME

Peoples will provide to German American a certified
list of the Peoples shareholders from Peoples' stock
records at the Effective Time. Persons who are not
identified as registered holders of Peoples Common Stock
on the records of Peoples as of the Effective Time but
who have acquired beneficial interests in such shares of
Peoples Common Stock and desire to register the transfer
of those rights after the Effective Time will not be
entitled to do so on the books of Peoples. Instead, such
persons must present to German American appropriate
instruments of transfer signed by the registered holder
of such shares as of the Effective Time satisfactory to
German American to obtain registration in their name of
the Merger Consideration issuable by German American.

EXPENSES

All costs and expenses incurred in connection with
the transactions contemplated by the Acquisition
Agreements will be paid by the party incurring the
expenses. However, if the Acquisition Agreements are
terminated because one party has knowingly materially
breached any of that party's representations and
warranties made in the Acquisition Agreements and the
breach is not cured within thirty (30) days of a written
notice to cure the breach, then the non-breaching party
may recover appropriate damages from the breaching party.

In the event that the Acquisition Agreements are
terminated (i) as a result of the willful failure of
Peoples or Peoples Bank to perform its obligations in
violation of the Acquisition Agreements or (ii) as the
result of the making by any other person or entity not a
party to the Acquisition Agreements of a proposal to
Peoples or Peoples Bank contemplating a merger,
consolidation, plan of stock exchange, sale of all or
substantially all assets, or other business combination
with Peoples or Peoples Bank, then, in addition to
whatever other legal rights or remedies to which German
American may be entitled, Peoples is obligated by Section
7.02 of the Reorganization Agreement, upon German
American's demand, (x) pay to German American a
termination fee of $422,000 within two business days of
termination and (y) reimburse German American for all its
out-of-pocket costs and expenses in connection with the
Merger incurred from and after July 3, 1996, including
its legal, accounting, environmental and
<PAGE>
<PAGE> 48

other consulting fees and expenses. If German American
is entitled to collect the termination fee, Peoples
shall, in addition thereto, pay to German American all
costs, charges, expense (including without limitation the
fees and expenses of counsel) and other amounts expended
by German American in connection with or arising out of
the obligations of Peoples to pay all or a portion of the
fee.

German American is obligated by Section 7.05 of the
Reorganization Agreement to pay Peoples a termination fee
of $422,000 within 90 days of the termination of the
Acquisition Agreements if the termination is solely a
result of certain adverse regulatory determinations.

CONDITIONS

Consummation of the Merger is subject to the
satisfaction, at or prior to the Closing, of each of the
following conditions precedent:

(a) The Merger shall have been approved by a
majority of the outstanding shares of Peoples and
by German American as the sole shareholder of GAHC;

(b) All required regulatory approvals shall have
been obtained by the Merger and the Bank Merger;

(c) Peoples shall have received from Austin
Associates, Inc. an opinion dated the date of the
mailing of this Prospectus/Proxy Statement that the
terms of the Merger are fair to Peoples
stockholders from a financial point of view (the
opinion is attached as Appendix C hereto);

(d) German American and Peoples shall have each
received a letter, dated as of the Effective Time,
from their independent public accountants to the
effect that, in their opinion, the Merger qualifies
for "pooling of interests" accounting treatment;

(e) German American and Peoples shall have
received an opinion from Leagre & Barnes, counsel
for German American, concerning the expected
federal income tax consequences of the Merger; and

<PAGE>
<PAGE> 49

(f) Other customary conditions and obligations of
the parties set forth in the Acquisition Agreements
shall have been satisfied.

Prior to the Effective Time, the conditions to the
consummation of the Acquisition Agreements may, to the
extent not prohibited by law, be waived in writing by the
party entitled to the benefits thereof.

TERMINATION OF ACQUISITION AGREEMENTS

The Acquisition Agreements may be terminated as
follows:

(a) By mutual agreement of all parties thereto;

(b) By German American or Peoples in the event of
a material breach by the other party of any of its
representations and warranties or covenants under
the Acquisitions Agreements and such breach is not
cured within thirty (30) days after notice to cure
such breach is given by the non-breaching party;

(d) By German American or Peoples, if the
conditions to its obligations set forth in the
Acquisition Agreements are not satisfied or waived
on or prior to the Closing Date;

(e) By German American or Peoples, if the
Acquisition Agreements and consummation of the
Merger are not approved by the affirmative vote of
the holders of at least a majority of the
outstanding shares of Peoples Common Stock entitled
to vote at the Special Meeting; and

(f) By Peoples if the value of the German American
Common Stock to be issued to the Peoples
Shareholders, as calculated during the Valuation
Period solely for purposes of calculating the
exchange ratio pursuant to the Acquisition
Agreements, would be less than $21,100,000. See
"THE MERGER-- The Acquisition Agreements."

<PAGE>
<PAGE> 50

The Acquisition Agreements also provide that German
American may terminate the Acquisition Agreements if the
environmental inspection reports on all real property
owned or leased by Peoples provided to German American by
Peoples pursuant to the Reorganization Agreement disclose
any contamination or presence of hazardous wastes, the
estimated remedial and corrective costs of which exceed
$100,000, as reasonably estimated by an environmental
expert retained for such purpose by German American and
reasonably acceptable to Peoples or if the cost of such
actions and measures cannot be so reasonably estimated by
such expert with any reasonable degree of certainty;
provided, however, that German American must exercise
such termination right within ten business days
following receipt of such estimate or indication that the
cost of such actions and measures cannot be so reasonably
estimated. The environmental inspection reports have not
disclosed any basis for terminating the Acquisition
Agreements pursuant to this environmental termination
provision.

In addition, if any regulatory application filed in
connection with the Merger is finally denied or
disapproved by the respective regulatory authority, then
either German American or Peoples may terminate the
Acquisition Agreements. German American may also
terminate the Merger in the event that any bank
regulatory agency takes action against Peoples or Peoples
Bank seeking to enforce banking laws or regulations.

ACCOUNTING TREATMENT

The Merger is expected to qualify as a "pooling of
interests" for accounting and financial reporting
purposes. It is a condition of the Merger that German
American and Peoples shall have each received a letter
from their independent accountants to the effect that, in
their opinion, the Merger will qualify as a pooling of
interests transaction under generally accepted accounting
principles. Crowe, Chizek and Company, LLP, are the
independent accountants for both German American and
Peoples.

<PAGE>
<PAGE> 51
FEDERAL INCOME TAX CONSEQUENCES

The Merger is expected to qualify as a
reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended ("Code"). Except for
cash received by any shareholders perfecting their
dissenters' rights and cash received by shareholders in
lieu of a fractional share interest in German American
Common Stock, the holders of shares of Peoples Common
Stock will recognize no gain or loss on the receipt of
German American Common Stock in the Merger, their
aggregate basis in the shares of German American Common
Stock received in the Merger will be the same as their
aggregate basis in their shares of Peoples Common Stock
converted in the Merger, and, provided the shares
surrendered are held as a capital asset, the holding
period of the German American Common Stock received by
them will include the holding period of their shares of
Peoples Common Stock converted in the Merger. Cash
received by shareholders in lieu of fractional share
interests and cash received by shareholders exercising
their dissenters' rights under Chapter 44 of the IBCL
will be treated as a distribution in full payment of such
fractional share interests, or shares surrendered in
exercise of dissenters' rights, resulting in capital gain
or loss or ordinary income or loss, as the case may be,
depending upon each shareholder's particular situation.

Leagre & Barnes, attorneys for German American, has
delivered an opinion dated November 18, 1996 to German
American upon which German American has relied in
preparing the above summary of the anticipated federal
income tax consequences of the Merger. The Leagre &
Barnes opinion, and Representation Certificates of German
American and Peoples upon which Leagre & Barnes has
relied as to certain factual matters in rendering its
opinion, are filed as an exhibit to the Registration
Statement. Although the obligations of German American
and Peoples to consummate the Merger are conditioned upon
the receipt
of the tax opinion of Leagre & Barnes regarding the
intended federal income tax consequences of the Merger,
that opinion is not binding upon the Internal Revenue
Service and no ruling has been sought from the Internal
Revenue Service regarding the tax-free nature of the
Merger. If the Merger is consummated, and it is later
determined that the Merger did not qualify as a tax-free
reorganization under the Code, Peoples shareholders would
recognize taxable gain or loss in the Merger equal to the
difference between the fair market value of the German
American Common Stock such Peoples shareholder received
and such Peoples shareholder's basis in his or her
Peoples Common Stock.
<PAGE>
<PAGE> 52

THE FOREGOING IS ONLY A GENERAL DESCRIPTION OF THE
MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
AND DOES NOT CONSIDER THE FACTS AND CIRCUMSTANCES OF ANY
PARTICULAR PEOPLES SHAREHOLDER'S SITUATION. EACH PEOPLES
SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR
WITH RESPECT TO THE SPECIFIC LEGAL AND TAX CONSEQUENCES
OF THE MERGER TO HIM OR HER, INCLUDING THE APPLICABILITY
AND EFFECT OF STATE, LOCAL, FOREIGN, AND OTHER TAX LAWS.

REGISTRATION STATEMENT

German American has filed a Registration Statement
on Form S-4 with the Securities and Exchange Commission
registering under the 1933 Act the shares of German
American Common Stock to be issued pursuant to the
Merger. German American intends to rely upon exemptions
from the statutory registration requirements of the
several states in which shareholders of Peoples reside
and has not taken any steps to register the German
American Common Stock under those statutes.

TRANSFER RESTRICTIONS

The German American Common Stock received by Peoples
shareholders in the Merger will be freely transferable,
except that "affiliates" of Peoples as of the date of the
Special Meeting, as that term is defined in the rules and
regulations under the Securities Act, may sell any German
American Common Stock held by them during the three year
period following the Merger (two years provided German
American remains current in its reporting obligations
under the Securities Exchange Act of 1934) only (a) in
accordance with the provisions of Rule 145(d) under the
Securities Act, (b) pursuant to an effective Registration
Statement under the Securities Act, or (c) in
transactions otherwise exempt from registration
thereunder. In addition, Peoples shareholders who may
become "affiliates" of German American will be subject to
similar sale restrictions for so long as they remain
affiliates of German American. Affiliates of Peoples
also will be subject to prohibitions on sales until
financial results covering at least 30 days of post-
Merger combined operations have been published.
Generally, persons who are not officers, Directors, or
greater than ten percent shareholders of Peoples will not
be considered "affiliates" in the absence of other
factors indicating a control relationship.
<PAGE>
<PAGE> 53

MANAGEMENT OF GERMAN AMERICAN AFTER THE MERGER

The Reorganization Agreement provides that as soon
as practicable after the Merger has become effective, two
Directors of Peoples will be appointed to the German
American Board of Directors. The current Chairman of
Peoples, David B. Graham, will be appointed as one such
Director. Mr. Graham, who is 69 years old, is retired.
Mr. Graham beneficially owns no shares of German American
Common Stock, other than the shares that he has the right
to acquire under the Acquisition Agreements with respect
to the Peoples common shares beneficially owned by him.
One other Director of Peoples, who has not yet been
determined, will also be appointed to German American's
Board of Directors as soon as practicable after the
Merger in accordance with the Acquisition Agreements.

REGULATORY MATTERS

The Merger will not be made effective unless the
Bank Merger occurs simultaneously. The Bank Merger is
subject to the approval of the Office of the Comptroller
of the Currency (the "OCC"). The OCC approved the Bank
Merger in November, 1996.

RIGHTS OF DISSENTING SHAREHOLDERS

Pursuant to Chapter 44 of the IBCL, shareholders of
Peoples have dissenters' rights with respect to the
Merger. (Shareholders of German American do not have
such rights with respect to the Merger). Chapter 44 of
the IBCL provides that a shareholder of Peoples has the
right to demand payment in cash for the fair value of his
or her shares of Peoples Common Stock immediately before
the Effective Time, excluding any appreciation or
depreciation in value in anticipation of the Merger
unless a court determines that such exclusion would be
inequitable. To claim this right the shareholder

(a) must, before the vote is taken, deliver to
Peoples written notice of his intent to demand
payment for his or her shares if the Merger is
effectuated, and

(b) must not vote in favor of the Merger in
person or by proxy at the Special Meeting of the
shareholders.

<PAGE>
<PAGE> 54

If the Merger is approved by the shareholders,
Peoples will send a notice of dissenters' rights to those
shareholders satisfying the above conditions within ten
days after the shareholder approval. The Peoples' notice
will state the procedures the dissenting shareholder
thereafter must follow to exercise his or her dissenters'
rights in accordance with Chapter 44 of the IBCL.

A SHAREHOLDER WHO DOES NOT DELIVER WRITTEN NOTICE OF
INTENT TO DEMAND PAYMENT AND EITHER VOTE AGAINST THE
MERGER OR REFRAIN FROM VOTING WILL BE CONSIDERED NOT TO
BE ENTITLED TO RIGHTS UNDER CHAPTER 44 OF THE IBCL.
Shareholders who execute and return the enclosed proxy
but do not specify a choice on the Merger proposal will
be deemed to have voted in favor of the Merger and
accordingly to have waived their dissenters' rights,
unless they revoke the proxy prior to its being voted.

Upon consummation of the Merger, Peoples will pay
each dissenting shareholder who has complied with all
requirements of Chapter 44 of the IBCL and of Peoples'
notice Peoples' estimate of the fair value of the shares
as of the time immediately prior to the Merger, EXCLUDING
ANY APPRECIATION IN VALUE IN ANTICIPATION OF THE MERGER.
The determination of the estimate of "fair value" will be
based on the financial condition of Peoples, the trading
history of Peoples Common Stock, and other factors
normally used to determine the value of bank stock, and
will likely involve the engagement by Peoples of a
professional appraiser to advise it on these matters.

Dissenters can object to the fair value established
by Peoples by stating their estimate of the fair value
and demanding payment of the additional amount claimed as
fair value within 30 days after Peoples makes or offers
payments for the dissenters' shares. Peoples can elect
to agree to the dissenters' fair value demand or can
commence an action in the Circuit or Superior Court of
Daviess County, Indiana, within 60 days after receiving
the demand for payment for a judicial determination of
the fair value. The Court can appoint appraisers to
determine the fair value. The costs of the proceeding,
including compensation and expenses of the appraisers,
counsel for the parties, and experts, will be assessed
against all parties to the action in such amounts as the
Court finds equitable. Each dissenter made a party to
the action will be entitled to receive the amount, if
any, by which the Court finds the fair value of the
dissenters' shares, plus interest, exceeds the amount
paid by Peoples.
<PAGE>
<PAGE> 55

See the full text of Chapter 44 set forth in Appendix B
to this Prospectus/Proxy Statement.

TO PERFECT RIGHTS OF DISSENT, A SHAREHOLDER MUST NOT
VOTE IN FAVOR OF THE MERGER AND MUST DELIVER A WRITTEN
DEMAND FOR PAYMENT IN ACCORDANCE WITH THE REQUIREMENTS OF
CHAPTER 44 OF THE IBCL.

THIS SUMMARY OF THE DISSENTERS' RIGHTS OF PEOPLES
SHAREHOLDERS DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY THE STATUTORY PROVISIONS
ATTACHED TO THIS PROSPECTUS AS APPENDIX B. ANY
INDIVIDUAL CONSIDERING EXERCISING RIGHTS OF DISSENT
SHOULD CAREFULLY READ AND CONSIDER THE INFORMATION
DISCLOSED IN APPENDIX B AND CONSULT WITH AN INDEPENDENT
INVESTMENT ADVISOR BEFORE EXERCISING RIGHTS OF DISSENT.

OPINION OF FINANCIAL ADVISOR TO PEOPLES

AAI has provided the following disclosures for
inclusion in this Prospectus/Proxy Statement:

AAI is a recognized investment banking firm
regularly engaged in the valuation of financial
institutions and other businesses and their securities in
connection with mergers and acquisitions and in valuation
for estate, corporate and other purposes. Peoples
selected AAI to act as Peoples' financial adviser in
connection with the Merger on the basis of its reputation
and qualifications in evaluating financial institutions.

AAI has rendered a written opinion dated the date of
this Prospectus/Proxy Statement to the Board of Directors
of Peoples to the effect that the terms of the Merger are
fair from a financial point of view to the shareholders
of Peoples as of the date of the opinion. A copy of
AAI's fairness opinion is attached as Appendix C to this
Prospectus/Proxy Statement and should be read in its
entirety. AAI based its opinion upon: (1) a comparison
of the financial statements and other financial
information concerning Peoples and German American set
forth or incorporated by reference in this
Prospectus/Proxy Statement; (2) Peoples' operating
budgets and loan loss reserve adequacy reports; (3)
financial and share price data of Peoples, German
American and comparable banking organizations; (4) the
financial terms, to the extent publicly available, of
certain comparable transactions;

<PAGE>
<PAGE> 56

(5) the terms of certain other proposals received by
Peoples from other banking institutions; and (6)
discussions with the management of Peoples and German
American.

The terms of the Agreement were determined by German
American and Peoples, and their representatives, after
arm's-length negotiations between the parties. AAI
participated in the negotiations on behalf of Peoples.

In connection with rendering its opinion, AAI
performed a variety of financial analyses, which are
summarized below. AAI believes its analyses must be
considered as a whole and that selecting portions of such
analyses and the factors considered therein, without
considering all factors and analyses, could create an
incomplete view of the analyses and the process
underlying the AAI opinion. The preparation of a
fairness opinion is a complex process involving
subjective judgments and is not necessarily susceptible
to partial analyses or summary description. In its
analyses, AAI made numerous assumptions with respect to
industry performance, business and economic conditions,
and other matters, many of which are beyond Peoples' or
German American's control. Any estimates contained in
AAI's analyses are not necessarily indicative of future
results or values, which may be significantly more or
less favorable than the estimates.

PRELIMINARY APPRAISAL OF PEOPLES

AAI completed a preliminary appraisal of Peoples as
of December 31, 1995, which was presented to the Board of
Directors of Peoples in April of 1996. AAI estimated
that a reasonable sale of control value for Peoples would
range from $15.4 million to $16.6 million, or
approximately $26 to $28 per share.

THE PROCESS FOR SOLICITING INDICATIONS OF INTEREST FROM
OTHER BANK HOLDING COMPANIES

After analysis and discussions between AAI and
Peoples, seven banking organizations were contacted to
determine their potential interest in acquiring Peoples.
Of the organizations contacted, seven requested
confidential information packages which provided detailed
information regarding the business and operations of
Peoples. Each organization provided information was
requested to submit a specific proposal to acquire
Peoples. AAI pursued discussions with each organization
that had requested the confidential
<PAGE>
<PAGE> 57

information. As a result of this process, six
organizations submitted proposals to acquire Peoples.
The Peoples Board selected the German American proposal
after extensive deliberation and negotiation.

COMPARATIVE PRICE ANALYSIS

AAI reviewed a comparison of prices paid in selected
sale of control transactions announced in Indiana,
Illinois and Kentucky between January 1, 1995 and
September 30, 1996, for banks having assets of between
$50 million and $150 million. The 21 transactions
reviewed had an average price to book value ratio of 175
percent and a price to earnings multiple of 17.2 times.
The median multiples were 172 percent of book value and
16.4 times earnings. The market value of the
consideration to be received by Peoples shareholders in
the Merger is estimated at 224 percent of Peoples' book
value at September 30, 1996, based on an aggregate
transaction value of $21.1 million. The market value of
the consideration is further estimated to equal 21.1
times Peoples' consolidated earnings per share for the
twelve months ended September 30, 1996. The $21.1
million transaction value and corresponding price to book
value and price to earnings multiples would be operative
if the average of the closing bid/asked quotations for
German American Common Stock during the Valuation Period
is between $30.48 and $34.29 per share. For German
American quotation values above $34.29 per share, which
would result in the minimum exchange ratio, the
transaction value would exceed $21.1 million. For German
American quotation values below $30.48 per share, which
would result in the maximum exchange ratio, the
transaction value would fall below $21.1 million. As of
January 24, 1997, the average of the closing bid/asked
quotations for German American Common Stock was $37.25
per share.

CONTRIBUTION ANALYSIS

AAI compared the pro forma ownership interest in
German American that Peoples shareholders would receive,
in the aggregate, to the contribution by Peoples to the
total assets, equity and net income in the combined
organization. Assuming a September 30, 1996, closing
date for the Merger and the minimum exchange ratio,
Peoples shareholders would own approximately 24.2 percent
of German American on a pro forma basis. Peoples'
contribution of total assets would equal 19.3 percent,
the contribution of total equity would equal 19.6
percent, and the contribution of net income for the
twelve months ending September 30, 1996, would have
equaled 20.0 percent.<PAGE>
<PAGE> 58
DILUTION ANALYSIS

AAI also reviewed the pro forma effect of the Merger
to Peoples' and German American's September 30, 1996
earnings per share and book value per share, assuming the
minimum exchange ratio. Peoples recorded year to date
earnings per share of $1.24 and a book value of $15.86
per share as of September 30, 1996. Giving effect to the
Merger, the equivalent Peoples earnings per share would
have equaled $1.54, an increase of 24.2 percent over
actual results. Book value per share would have
increased to $19.60 per share, an increase of 23.6
percent over actual book value. Giving effect to the
Merger, German American's book value per share would have
been diluted from $20.05 to $18.90 or 5.7 percent, and
earnings per share would have been diluted from $1.57 to
$1.48 or 5.7 percent.

DIVIDENDS

AAI reviewed the current cash dividends paid by
Peoples and German American. Based on the minimum
exchange ratio of 1.0372 German American shares for each
share of Peoples, equivalent dividends to Peoples
shareholders would have been $0.61 for the nine months
ended September 30, 1996, a 190 percent increase over
actual dividends received by Peoples shareholders of
$0.21 per share.

The summary set forth above does not purport to be
a complete description of the analyses performed by AAI.
Further, AAI did not conduct a physical inspection of any
of the properties or assets of Peoples or German
American. AAI has assumed and relied upon the accuracy
and completeness of the financial and other information
provided to it or publicly available, has relied upon the
representations and warranties of Peoples and German
American made pursuant to the Agreement, and has not
independently attempted to verify any of such
information. AAI has also assumed that the conditions to
the Merger as set forth in the Agreement would be
satisfied and that the Merger would be consummated on a
timely basis in the manner contemplated by the Agreement.
No limitations were imposed by Peoples or German American
on the scope of AAI's investigation nor were any specific
instructions given to AAI in connection with its fairness
opinion.

For AAI's services as financial advisor, Peoples has
paid AAI a fee of $27,500, plus has agreed to pay a
contingent amount equal to 1.00 percent of the
transaction value when the Merger is consummated. In
addition, Peoples has agreed to reimburse AAI for
reasonable out-of-pocket expenses and indemnify AAI
against certain liabilities, including liabilities under
the securities laws.<PAGE>
<PAGE> 59
PRO FORMA FINANCIAL STATEMENTS
OF GERMAN AMERICAN AND PEOPLES

The following unaudited pro forma condensed
consolidated balance sheet as of September 30, 1996, and
the unaudited pro forma condensed consolidated statements
of income for the period ended September 30, 1996 and for
each of the years in the three-year period ended December
31, 1995, give effect to the Merger based on the
historical consolidated financial statements of German
American and Peoples under the assumptions and
adjustments set forth below and in the accompanying notes
to the pro forma financial statements. The Peoples
Merger is expected to be accounted for as a pooling of
interests and, therefore, is included in the pro forma
condensed consolidated balance sheet as of September 30,
1996, as if the transaction had become effective on such
date. The pro forma condensed consolidated statements of
income for the period ended September 30, 1996 and for
each of the years in the three-year period ended December
31, 1995 also include the historical statements of income
of Peoples as if the transaction had become effective at
the beginning of the periods presented.

If the proposed Merger is consummated, German
American will issue not fewer than 1.0372 shares of
German American Common Stock for each of the 593,334
Peoples Common Shares (an aggregate of 615,417 German
American shares) or more than 1.1669 shares of German
American Common Stock for each of the 593,334 Peoples
common shares (an aggregate of 692,344 German American
shares). (All such numbers have been adjusted for the
five percent stock dividend declared by German American
in October, 1996 and are subject to further adjustment in
the event of any future stock dividends and the like.)
The exact number of shares to be issued in the Merger
will be determined within the above range by the average
of the closing bid/asked quotations for German American
Common Stock during a ten business day period ending on
the second business day preceding the closing date of the
Merger. The pro forma financial statements have been
prepared assuming the issuance of 615,417 shares of
German American common stock, which is the number of
shares which would have been issued if the closing date
of the Merger was September 30, 1996 in accordance with
the formula included in the Acquisition Agreements. The
use of such number of shares is for illustrative purposes
only and does not attempt to predict the actual number of
shares to be issued in the Merger.

<PAGE>
<PAGE> 60

The pro forma financial statements have been
prepared by the management of German American based upon
the historical consolidated financial statements
of German American and Peoples. These pro forma
statements may not be indicative of the results that
actually would have occurred if the Merger had been in
effect on the dates indicated or which may be obtained in
the future. The pro forma financial statements should be
read in conjunction with the historical consolidated
financial statements and notes thereto of German American
and Peoples presented elsewhere in this Prospectus/Proxy
Statement or that accompany this Prospectus/Proxy
Statement.

German American and Peoples expect to incur total
legal, accounting, professional and regulatory costs of
approximately $630,000 that are directly attributable to
the Merger, and some of these costs can reasonably be
expected to be included in the consolidated expenses of
German American during the next twelve months.
Approximately $185,000 of these costs have already been
paid and expensed or accrued and expensed by German
American and Peoples. Those costs not previously paid or
accrued were NOT considered in the preparation of the Pro
Forma Financial Statements.

<PAGE>
<PAGE> 61
GERMAN AMERICAN BANCORP

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

September 30, 1996
(Dollar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>

German American Peoples Bancorp Pro Forma Pro Forma
ASSETS Bancorp of Washington Adjustments Consolidated
- ------------------------------------- --------------- --------------- ------------ ------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $22,488 $2,795 $25,283
Interest bearing deposits with banks 699 0 699
Other short-term investments 499 0 499
Investment in subsidiary 0 0 $9,408 (A) 0
(9,408)(B)
Securities available for sale 82,192 11,754 93,946
Securities held to maturity 14,079 7,370 21,449
Loans 248,930 67,230 316,160
Allowance for loan and lease losses (6,030) (968) (6,998)
Premises and equipment 10,025 1,592 11,617
Intangibles 1,827 (C) 0 1,827
Accrued interest receivable and other assets 7,119 1,715 8,834
-------- ------- ------ --------
Total assets $381,828 $91,488 $0 $473,316
======== ======= ====== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
LIABILITIES

Deposits $336,504 $71,631 $408,135
Short-term borrowings 3,196 8,392 11,588
FHLB advances 0 1,500 1,500
Other liabilities 3,580 557 4,137
-------- ------- --------
Total liabilities 343,280 82,080 425,360
-------- ------- --------

SHAREHOLDERS' EQUITY

Common stock 18,309 593 $6,154 (A) 24,463
(593)(B)
Surplus 5,587 1,110 (4,451)(A) 1,136
(1,110)(B)
Retained earnings 14,146 7,777 7,777 (A) 21,923
(7,777)(B)
Net unrealized gain/(loss) on securities
available for sale 506 (72) (72)(A) 434
72 (B)
-------- ------- ------ --------
Total shareholders' equity 38,548 9,408 0 47,956
-------- ------- ------ --------

Total liabilities and shareholders' equity $381,828 $91,488 $0 $473,316
======== ======= ====== ========
</TABLE>
ADJUSTMENTS:
(A) Assumed issuance of 615,417 common shares of German American
Bancorp in exchange for all 593,334 shares of Peoples Bancorp
of Washington. The actual number of shares to be issued is
not yet known. Assumed shares issued are based on the number
of shares that would have been issued had the Merger been
effective September 30, 1996. The assumed number of shares
issued is for illustrative purposes only and is not an attempt
to predict the actual number of shares to be issued in the
Merger.

(B) To eliminate the investment in Peoples Bancorp of Washington.

(C) Includes goodwill of $1,470 being amortized over 15 years and
core deposit intangibles of $357 being amortized over 10
years.

(D) No adjustments to these pro forma financial statements were
necessary to conform to accounting methods as contemplated by
APB Opinion 16.
<PAGE>
<PAGE> 62
GERMAN AMERICAN BANCORP

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the nine months ended September 30, 1996
(Dollar amounts in thousands except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
--------------------- 1996 -------------------

German American Peoples Bancorp Pro Forma
Bancorp of Washington Consolidated
--------------- --------------- ------------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $16,343 $4,334 $20,677
Interest on securities 4,157 861 5,018
Other interest income 552 16 568
--------------- --------------- ------------

Total interest income 21,052 5,211 26,263
--------------- --------------- ------------

INTEREST EXPENSE
Interest on deposits 10,072 1,946 12,018
Other interest expense 37 330 367
--------------- --------------- ------------

Total interest expense 10,109 2,276 12,385
--------------- --------------- ------------

NET INTEREST INCOME 10,943 2,935 13,878
Provision for loan losses 145 38 183
--------------- --------------- ------------

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 10,798 2,897 13,695

NON-INTEREST INCOME 1,320 230 1,550

NON-INTEREST EXPENSE 7,789 1,946 9,735
--------------- --------------- ------------

INCOME BEFORE INCOME TAXES 4,329 1,181 5,510
Income taxes 1,324 446 1,770
--------------- --------------- ------------

NET INCOME $3,005 $735 $3,740
=============== =============== ============

EARNINGS PER SHARE
Net income per share $1.57 (A) $1.48 (B)
Weighted average number of
shares outstanding 1,919,799 (A) 2,535,216 (B)

</TABLE>

NOTES:
- ------
(A) Retroactively restated for a 5% stock dividend in October,
1996.

(B) Assumes issuance of 615,417 common shares of German American
Bancorp in exchange for all shares of Peoples Bancorp of
Washington at the beginning of the period. The actual number
of shares to be issued is not yet known. The assumed number
of shares issued is for illustrative purposes only and is not
an attempt to predict the actual number of shares to be issued
in the Merger.

(C) No adjustments to these pro forma financial statements were
necessary to conform accounting methods as contemplated by APB
Opinion 16.

<PAGE>
<PAGE> 63
GERMAN AMERICAN BANCORP

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the year ended December 31, 1995
(Dollar amounts in thousands except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
--------------------- 1995 -------------------

German American Peoples Bancorp Pro Forma
Bancorp of Washington Consolidated
--------------- --------------- ------------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $21,210 $4,987 $26,197
Interest on securities 4,620 1,482 6,102
Other interest income 1,467 50 1,517
--------------- --------------- ------------

Total interest income 27,297 6,519 33,816
--------------- --------------- ------------

INTEREST EXPENSE
Interest on deposits 12,633 2,517 15,150
Other interest expense 184 614 798
--------------- --------------- ------------

Total interest expense 12,817 3,131 15,948
--------------- --------------- ------------

NET INTEREST INCOME 14,480 3,388 17,868
Provision for loan losses (19) 68 49
--------------- --------------- ------------

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 14,499 3,320 17,819

NON-INTEREST INCOME 1,460 304 1,764

NON-INTEREST EXPENSE 10,078 2,340 12,418
--------------- --------------- ------------

INCOME BEFORE INCOME TAXES 5,881 1,284 7,165
Income taxes 1,863 460 2,323
--------------- --------------- ------------

NET INCOME $4,018 $824 $4,842
=============== =============== ============

EARNINGS PER SHARE
Net income per share $2.10 (A) $1.91 (B)
Weighted average number of
shares outstanding 1,917,185 (A) 2,532,602 (B)

</TABLE>
NOTES:
- ------
(A) Retroactively restated for a 5% stock dividend in October,
1995 and a 5% stock dividend in October, 1996.

(C) No adjustments to these pro forma financial statements were
necessary to conform accounting methods as contemplated by APB
Opinion 16.

<PAGE>
<PAGE> 64
GERMAN AMERICAN BANCORP

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the year ended December 31, 1994
(Dollar amounts in thousands except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>

--------------------- 1994 -------------------

German American Peoples Bancorp Pro Forma
Bancorp of Washington Consolidated
--------------- --------------- ------------

<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $17,348 $4,197 $21,545
Interest on securities 4,017 1,615 5,632
Other interest income 705 40 745
--------------- --------------- ------------

Total interest income 22,070 5,852 27,922
--------------- --------------- ------------

INTEREST EXPENSE
Interest on deposits 9,394 2,205 11,599
Other interest expense 133 287 420
--------------- --------------- ------------

Total interest expense 9,527 2,492 12,019
--------------- --------------- ------------

NET INTEREST INCOME 12,543 3,360 15,903
Provision for loan losses 567 120 687
--------------- --------------- ------------

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 11,976 3,240 15,216

NON-INTEREST INCOME 1,689 244 1,933

NON-INTEREST EXPENSE 8,609 2,301 10,910
--------------- --------------- ------------

INCOME BEFORE INCOME TAXES 5,056 1,183 6,239
Income taxes 1,582 376 1,958
--------------- --------------- ------------

NET INCOME $3,474 $807 $4,281
=============== =============== ============

EARNINGS PER SHARE
Net income per share $1.81 (A) $1.69 (B)
Weighted average number of
shares outstanding 1,916,603 (A) 2,532,020 (B)

</TABLE>

NOTES:
- ------
(A) Retroactively restated for a 5% stock dividend in October,
1995 and a 5% stock dividend in October, 1996.

(C) No adjustments to these pro forma financial statements were
necessary to conform accounting methods as contemplated by APB
Opinion 16.

<PAGE>
<PAGE> 65
GERMAN AMERICAN BANCORP

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the year ended December 31, 1993
(Dollar amounts in thousands except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>

--------------------- 1993 -------------------

German American Peoples Bancorp Pro Forma
Bancorp of Washington Consolidated
--------------- --------------- ------------

<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $16,312 $3,926 $20,238
Interest on securities 4,723 1,706 6,429
Other interest income 622 82 704
--------------- --------------- ------------

Total interest income 21,657 5,714 27,371
--------------- --------------- ------------

INTEREST EXPENSE
Interest on deposits 9,844 2,434 12,278
Other interest expense 50 122 172
--------------- --------------- ------------

Total interest expense 9,894 2,556 12,450
--------------- --------------- ------------

NET INTEREST INCOME 11,763 3,158 14,921
Provision for loan losses 653 144 797
--------------- --------------- ------------

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 11,110 3,014 14,124

NON-INTEREST INCOME 1,569 267 1,836

NON-INTEREST EXPENSE 8,589 2,285 10,874
--------------- --------------- ------------

INCOME BEFORE INCOME TAXES 4,090 996 5,086
Income taxes 1,308 334 1,642
--------------- --------------- ------------

INCOME BEFORE CHANGE IN
ACCOUNTING PRINCIPLE (A) $2,782 $662 $3,444
=============== =============== ============

EARNINGS PER SHARE
Income before change in accounting principle $1.45 (B) $1.36 (C)
Weighted average number of
shares outstanding 1,916,597 (B) 2,532,014 (C)

</TABLE>
NOTES:
(A) Increases to net income from the cumulative effect of change
in accounting for income taxes (adoption of FAS 109) is
excluded from Income Before Change in Accounting Principle in
the amounts of $150 for German American Bancorp and $68 for
Peoples Bancorp of Washington.

(B) Retroactively restated for a 5% stock dividend in October,
1995 and a 5% stock dividend in October, 1996.

(C) Assumes issuance of 615,417 common shares of German American
Bancorp in exchange for all shares of Peoples Bancorp of
Washington at the beginning of the period. The actual number
of shares to be issued is not yet known. The assumed number
of shares issued is for illustrative purposes only and is not
an attempt to predict the actual number of shares to be issued
in the Merger.
(D) No adjustments to these pro forma financial statements were
necessary to conform accounting methods as contemplated by APB
Opinion 16.<PAGE>
<PAGE> 66
INFORMATION ABOUT GERMAN AMERICAN

German American is a multi-bank holding company
organized in Indiana in 1982. German American's
principal subsidiaries are The German American Bank,
Jasper, Indiana; The Union Bank, Loogootee, Indiana
("Union"); First State Bank, Southwest Indiana, Tell
City, Indiana; and German American Holdings Corporation,
("GAHC"), an Indiana corporation that owns all of the
outstanding capital stock of Community Trust Bank,
Otwell, Indiana. German American's principal executive
offices are located at 711 Main Street, Jasper, Indiana
47546, and its telephone number is (812) 482-1314.

This Prospectus/Proxy Statement is accompanied by
German American's Annual Report to Shareholders for the
year ended December 31, 1995, portions of which are
incorporated herein by reference. Additional information
concerning German American is contained in the following
documents, which are incorporated in this
Prospectus/Proxy Statement by reference: German
American's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended; German American's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; German American's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996; German
American's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996 (also attached as Appendix D to
this Prospectus/Proxy Statement); and German American's
Current Report on Form 8-K which was filed on July 17,
1996. These documents are available without charge upon
oral or written request to John M. Gutgsell, German
American, 711 Main Street, Box 810, Jasper, Indiana
47546-3042 (812) 482-1314. In order to assure timely
delivery of these documents, any requests should be made
by February 21, 1996.

INFORMATION ABOUT PEOPLES

GENERAL

Peoples Bancorp of Washington, a bank holding
company formed in 1985 ("Peoples"), owns 100% of the
capital stock of Peoples National Bank and Trust Company
of Washington ("Peoples Bank"). Peoples engages in the
business of commercial banking and other permissible
activities closely related to banking. Peoples relies
primarily upon funds from Peoples Bank to pay the
expenses of its operations and, to the extent applicable,
any dividend on its outstanding shares of stock. In
addition, Peoples owns 2,625 shares of common stock of
Old National Bancorp with an approximate market value of
$95,000.
<PAGE>
<PAGE> 67

Peoples Bank has operated as a traditional community
bank since its founding in 1888. The primary source of
its income is generated by its lending activities. It
offers a wide-range of personal and business financial
and trust services to individuals, corporations,
partnerships, municipalities and other public and
governmental entities. Peoples Bank's lending focus has
been strongly real estate oriented but a significant
portion of its loan portfolio is also composed of other
consumer, commercial and agricultural loans. Peoples
Bank offers a full line of deposit products. A wholly-
owned subsidiary of Peoples Bank, Peoples Investment
Center, Inc., began operating in 1995 and offers non-
traditional, non-insured mutual funds and annuities to
retail customers.

COMPETITION

Peoples Bank is the second largest financial
institution domiciled in Daviess County, Indiana. The
banking business in the area served by Peoples Bank is
highly competitive. The bank competes for deposits with
other commercial banks, savings associations, savings
banks, and credit unions. For loan business, Peoples
Bank competes with other commercial banks, savings
associations, savings banks, federal farm credit system,
consumer finance companies, and credit unions.
Competition in both areas is affected by interest rates,
convenience of location, availability of lendable funds,
and general and local economic conditions.

REGULATION AND SUPERVISION

Peoples, as a bank holding company, is subject to
supervision and regular examination by the Federal
Reserve Board. Peoples Bank has as its primary regulator
the Office of the Comptroller of the Currency but is also
subject to regulation by the Federal Deposit Insurance
Corporation. These regulations specify the types of
activities in which bank holding companies and banks may
engage and include regulations governing the extension of
credit, the quality of loans and assets, maintenance of
reserves against deposits, minimum capital requirements,
and restrictions on dividends.

PROPERTIES

Peoples operations require minimal space and it
operates from Peoples Bank's main office. Peoples Bank
operates from several locations, all located in Daviess
<PAGE>
<PAGE> 68

County, Indiana. Its main office is located in downtown
Washington, Indiana. Additional branch offices are
located on the east side of Washington, in Plainville,
Indiana, and in a rural area on the Odon/Cannelburg road,
south of Odon, Indiana. All branch offices except for
the east side Washington location are operated from
properties owned by Peoples Bank.

MARKET PRICE AND DIVIDEND INFORMATION

Peoples Common Stock is not traded on any
established market and information regarding transactions
is not published. However, shares are traded directly
between shareholders and through broker-dealers
(primarily locally) from time to time. Management does
not have knowledge of the prices paid in all transactions
and has not verified the accuracy of those prices that
have been reported. The range of reported prices is
primarily based upon information provided by a local
broker and by the parties to privately-negotiated
transactions.

The following table sets forth, for the periods
indicated, the number of shares traded, the number of
trades, and the high and low sales price per share of
Peoples as reported to Peoples Management, and the per
share dividends declared by Peoples on its stock. All
numbers are adjusted for splits.

<TABLE>
<CAPTION
No. of Shares No. of Dividends Declared
Traded Trades Prices (cents per share)
High Low
<S> <C> <C> <C>
1994
First Quarter 400 13 $ 14.67 $ 14.17 $ 0.05
Second Quarter 3,687 19 14.50 14.50 0.05
Third Quarter* 2,500 6 15.33 14.50 0.05
Fourth Quarter* 2,650 10 15.33 15.33 0.08

1995
First Quarter 750 5 16.00 15.42 0.05
Second Quarter 2,700 6 15.67 15.67 0.06
Third Quarter* 7,900 14 17.50 16.00 0.06
Fourth Quarter* 2,450 2 18.00 18.00 0.10

1996
First Quarter 1,300 3 20.00 20.00 0.07
Second Quarter* no sales 0.07
Third Quarter 344 1 33.00 33.00 0.07
Fourth Quarter _____ __ _____ _____ ____
(Through ____, 1996)

* 3rd Quarter, 1994 - 2,000 shares traded at unknown price.
4th Quarter, 1994 - 1,400 shares traded at unknown price.
3rd Quarter, 1995 - 7,200 shares traded at unknown price.
4th Quarter, 1995 - 450 shares traded at unknown price.

</TABLE>
<PAGE>
<PAGE> 69

The most recent trade on or before July 5, 1996 (the last
business day prior to the first public announcement of the
Merger on July 8, 1996) known to Peoples management occurred
during the first quarter of 1996 and involved 1,000 shares
that were purchased and sold at $20.00 per share.

The Reorganization Agreement provides that Peoples may
declare a dividend of $.07 per share in the third month of
each calendar quarter of 1997 if the Merger has not by then
become effective. If the Merger becomes effective on February
28, 1997, as anticipated, Peoples' shareholders will not be
entitled to any further dividends on their shares of Peoples
Common Stock but will be entitled to receive dividends from
German American on their shares received in the Merger that
have a record date on or after February 28, 1997. It is
anticipated that the first such German American dividend will
be considered by the Board of Directors of German American
during April, 1997.

Substantially all of Peoples' cash income is derived from
Peoples Bank. As a national bank, Peoples Bank is subject to
certain restrictions imposed by its primary regulator, the
Comptroller of the Currency, with respect to the payment of
dividends to Peoples.
Peoples Bank must obtain the prior approval of the Comptroller
of the Currency if the total of all dividends declared in any
calendar year would exceed net income for the preceding two
calendar years.

STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

The following table sets forth the number of shares and
percentage of Peoples Common Stock beneficially owned at
September 30, 1996, by, and the effect of the Merger on such
ownership amounts and percentages of, each person known to be
the beneficial owner of more than five percent of the
outstanding Peoples Common Stock, each Director, and all
Directors and executive officers as a group.

<PAGE>
<PAGE> 70

Name of Number of
Beneficial Owner Shares of
and Position Peoples Common
with Peoples Stock Beneficially Owned Percentage
<S> <C> <C>
Bryan Bullock, Director 8,454 (1) 1.4%
David Crane, Director 4,050 (2) *
David B. Graham, Director 39,468 (3) 6.7%
Ziba F. Graham, Jr., Director 5,433 (4) *
John J. Hoefling, Director 7,410 (5) 1.2%
Joel B. Smith, Sr. Vice President
and Director 2,100 (6) *
Randall Stoll, Director 180 *
C.L. Thompson, Director 5,721 (7) 1.0%
David Waller, Director 2,100 *
Joseph A. Wellman, President
and CEO and Director 3,432 (8) *

__________ _______
Directors and Executive Officers
as a Group (10 individuals) 78,348 13.2%

James D. Bullock, Shareholder 59,000 (9) 9.9%
John B. Graham, Vice President 28,747 (10) 4.8%
Robert C. Graham, Jr., Shareholder 53,919 (11) 9.1%
Thomas E. Graham, Shareholder 31,284 (12) 5.3%
Ziba F. Graham, Sr., Shareholder 41,064 (13) 6.9%
Peoples Bank Trust Department 33,600 (14) 5.7%

*Less than 1%
</TABLE>
(1) Includes 3,000 shares owned jointly with spouse and
4,500 shares owned by three minor children.

(2) Includes 900 shares owned by spouse.

(3) Includes 7,404 shares owned by spouse.

(4) Includes 3,483 shares over which Mr. Graham can
exercise voting power held in the name of WINCO, a
partnership. Does not include 39,264 shares owned
by Ziba F. Graham, Sr., his father, or 1,800 shares
owned by his mother over which Mr. Graham can
exercise voting power pursuant to Power of
Attorney.

(5) Includes 5,030 shares owned by spouse.

(6) Includes 1,335 shares owned jointly with spouse and
540 shares owned by three minor children.

(7) Includes 900 shares owned by spouse, 2,280 shares
owned jointly with spouse and 2,361 shares held in
wife's self-directed Individual Retirement Account.
<PAGE>
<PAGE> 71

(8) Includes 720 shares owned by spouse and 90 shares
owned by three minor children.

(9) All shares held jointly with spouse.

(10) Includes 1,800 shares owned by spouse, 1,657 shares
held as custodian for three minor children and
3,483 shares over which Mr. Graham can exercise
voting power held in the name of WINCO, a
partnership. Does not include 39,264 shares owned
by Ziba F. Graham, Sr., his father, or 1,800 shares
owned by his mother over which Mr. Graham can
exercise voting power pursuant to Power of
Attorney.

(11) Includes 12,900 shares owned by spouse.

(12) Includes 900 shares owned by spouse.

(13) Includes 1,800 shares owned by spouse.

(14) Includes 15,600 shares held in trust and 18,600
shares pursuant to a Power of Attorney.

<PAGE>
<PAGE> 72
PEOPLES BANCORP OF WASHINGTON
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is presented to
facilitate the understanding of the financial position
and results of operations of Peoples Bancorp of
Washington and its subsidiary, Peoples National Bank and
Trust Company of Washington (referred to in this
discussion and analysis on a consolidated basis as
"Peoples"). It identifies trends and material changes
that occurred during the reported periods and should be
read in conjunction with the consolidated financial
statements and accompanying notes.

OVERVIEW OF OPERATIONS

The primary goal of management of Peoples over the
past few years has been to consistently improve earnings,
with improvement in net interest income as the major
component thereof. The emphasis has been to redirect
funds from the company's investment securities portfolio
into its loan portfolio. Consequently, between December
31, 1994 and September 30, 1996 investment securities
have declined by $8.5 million, or 31%. Loan growth has
also partially been funded by a more active use of
borrowed funds by using the Bank's membership in the
Federal Reserve System and Federal Home Loan Bank system,
by deposit growth, and by use of other non-deposit
funding sources. From December 31, 1995 to September 30,
1996 total loans outstanding increased by $8.5 million,
or 14.4%. This followed a $5.0 million, or 9.3%,
increase during 1995.

Management has attained most of this loan growth by
increasing loan market share within its traditional
geographic market area. Some loan growth has been
accomplished by selectively making loans in other areas
of Indiana and Illinois. These loans have come from the
Bank's direct lending efforts and by loans acquired as
part of participations in large loans. Loans outside the
Bank's traditional market area are generally secured by
real estate, have conservative loan-to-value advance
ratios, are well documented, and are considered to be
good credits.

Participation in these out-of-market loans have
accomplished three goals for the Bank: (1) enabled Bank
management to increase loans outstanding at a faster rate
than was possible within the traditional market; (2)
enabled management to diversify the loan portfolio in
businesses not available within its traditional market;
and (3) has resulted in lending staff becoming more
knowledgeable about industries not participating in the
Daviess County market.<PAGE>
<PAGE> 73

The fact that these out-of-area loans have been made
on a sound basis is evidenced by the fact that only one
credit on the problem loan report is secured by property
outside Peoples' traditional lending area. In this
particular instance, this loan was outstanding prior to
management's recent loan growth strategy.

Within its traditional market area, Peoples has
attempted over the last several years to increase its
market presence. This has been accomplished through
several means. Two new branch offices were opened in
1989. Management instituted a Bank-wide officer calling
program that has resulted in personnel visiting customers
and prospects. Most employees are involved in
community-wide organizations outside the banking industry
and management has supported economic growth
organizations in the area.

These efforts have had the desired result. Net
income has increased from $662,000 (excluding the benefit
of an accounting change) for 1993 to $824,000 for 1995.
Net income through September 30, 1996 is $735,000,
compared to $561,000 for the same period of 1995.

NET INTEREST INCOME & INTEREST RATE RISK

Net interest income is the most significant
component of Peoples' earnings. Net interest income is
the excess of interest income earned on assets over
interest paid for funds supporting those assets. Net
interest income is affected by the relative volume and
mix of interest earning assets and interest-bearing
liabilities and by the difference, or spread, between the
yields earned on interest- earning assets and rates paid
on interest-bearing liabilities. Table 1 shows average
balances and rates and Table 2 depicts the dollar effect
of volume and rate changes from 1993 to 1994, from 1994
to 1995 and from 1995 to 1996. Variances which were not
specifically attributable to volume or rate were
allocated proportionately between these two areas using
the relative values of each as a basis for the
allocation. As an absolute dollar value, Peoples net
interest income has steadily increased over the period of
this analysis. Net interest income for the first 9
months of 1996 exceeded that for the same period of 1995
by $440,000.

<PAGE>
<PAGE> 74

Net interest margin, another measure of the Bank's
core profitability, is monitored continually by
management. Net interest margin is the dollar amount of
net interest income divided by average earning assets, on
a tax equivalent basis. While this margin temporarily
declined in 1995 due to increases in the Bank's funding
costs, this margin, as shown in Table 1, has increased
over the period of this analysis increasing from 4.22% in
1993 to 4.80% for the first nine months of 1996.

The increase in net interest income and net interest
margin has been largely attributable to volume and mix
improvements by increasing total assets, and by shifting
interest-bearing assets into the higher-yielding loan
portfolio, as previously discussed. The use of
shorter-term deposit liabilities and borrowed funds
liabilities have enabled management to increase net
interest margin as funds are successfully deployed in the
loan portfolio.

The Bank manages exposure to changes in interest
rates through an active program of asset and liability
management and pricing strategies, using simulation
analysis. The process of interest rate risk management
is the responsibility of the Asset/Liability Committee
(ALCO). The simulation model is designed to provide the
impact of changes in interest rates to net interest
income in the future. The strategies adopted as a result
of this analysis are dependent on the quality of the
assumptions made in order to generate the analysis.
Management believes the assumptions used are reasonable
and produce a comprehensive risk management tool. Data
presented in Table 3 reflects the interest rate exposure
to the Bank over the next 12 months as of 9/30/96. Shown
are the effects of both rising and declining rates as
compared to a base case, or steady interest rate,
simulation.

Traditional Gap measurements, as shown in Table 4,
indicate the Bank to be negatively gapped. This is due
in large part to 100% of demand and savings account
balances being placed in the 0 to 3 month time category.
In reality, these balances, for instance, may not fully
reprice immediately as rates change. Management
believes, consequently, that the simulation analysis
process is a better indication of the effect of future
interest rate changes on the Bank's net interest income.
The Bank's interest rate risk, as depicted in Table 3, is
within satisfactory parameters as established by the
Board of Directors.

<PAGE>
<PAGE> 75
LOAN QUALITY AND PROVISION FOR LOAN LOSSES

The loan growth generated has not resulted in a
material decline in loan quality. Underwriting and
documentation standards have not been compromised in
order to obtain this growth. Various measures of loan
quality make this evident. Non-performing loans are
defined as the total of loans contractually past due 90
days or more, non-accrual loans and loans whose terms
have been restructured. Non-performing loans presently
amount to 0.61% of total loans outstanding, down from
0.93% in 1994, as shown in Table 5. Loans past due 30
days or more continue to amount to 1% or less of
outstanding loans. The interest foregone on non-accrual
loans amounted to $21,000 for the 9 months ended
September 30, 1996 and $33,000 for the year ended
December 31, 1995.

The provision for loan losses, a direct charge to
expense, provides a reserve, the allowance for loan
losses, to which loan losses are charged as those losses
become evident. The level of provision is determined in
conjunction with management's quarterly review of the
loan portfolio which includes consideration of current
economic conditions, changes in the character and size of
the loan portfolio, prior and estimated future charge
offs and other factors.

The level of the provision has steadily declined
over the past several years from $144,000 in 1993 to
$68,000 for 1995. The $38,000 provision recorded through
the first nine months of 1996 continues to reflect that
trend. This reduction was implemented as a result of the
Bank's overall asset quality and allowance position. As
discussed above, during that same period, management
increased the size of the loan portfolio, resulting in a
decline in the allowance for loan losses as a percent of
total loans from 1.74% at December 31, 1994 to 1.44% at
September 30, 1996.

The activity in the allowance for loan losses is
shown in Table 6. Net charge-offs have remained at
modest levels, $41,000 for 1995 and $29,000 through
September 30, 1996. Loans are charged off when considered
uncollectible or of such little value that their
continued carrying as a Bank asset is not warranted, even
though further collection efforts may be effected in the
future. Loans are approved for charge off by the board
of directors at management's recommendation.

The results of management's loan review process is
a determination of the dollar amounts of allowance needed
for each category of loan. This amount is a<PAGE>
<PAGE> 76

combination of specifically determined amounts needed for
individually evaluated loans and an amount allocated to
those loans not specifically reviewed that is determined
based upon historical loss experience and management's
expectations about the future. The results of
management's analysis is presented in Table 7 which shows
the amount of reserves allocated to each loan category.
Regardless of the allocation process, the entire
allowance is available for the charge-off of any loan
deemed a loss.

The total of all loans rated substandard or less on
September 30, 1996 is 1.26% of loans outstanding and
8.27% of capital, down from 1.60% and 9.37% respectively
one year earlier. All problem and watch loans are
reviewed with loan officers and directors and are
monitored and/or strengthened as applicable. While the
reserve analysis is by its nature a judgmental process,
management believes the Allowance for Loan Losses at
September 30, 1996 is adequate to provide for risks
within its loan portfolio.

Effective January 1, 1995, Peoples adopted FAS 114.
"Accounting by Creditors for Impairment of a Loan."
Loans are identified as impaired when management
concludes that it is probable that the customer will not
comply with the contractual terms of the loan agreement.
This evaluation is performed in conjunction with the
quarterly analysis described above. Generally, all loans
considered for specific reserves are evaluated for
impairment and generally no consumer or 1-4 family
residential real estate loans are so considered. If a
loan is deemed to be impaired, management will evaluate
the need for an impairment reserve, an allocation of the
allowance for loan losses, on that credit. Generally, the
value of the underlying collateral is used to evaluate
impairment. The adoption of FAS 1114 did not
significantly impact Peoples. At December 31, 1995,
$392,000 of loans were deemed to be impaired and $142,000
of the allowance for loan losses was allocated to those
loans.

The Bank classifies its loan portfolio into the four
primary categories shown in Table 8. Approximately 16%
of Peoples loan portfolio is dependent on the agriculture
industry. Agricultural production loans are included in
the commercial loan category and farm loans secured by
real estate are included in the real estate category.
The majority of these loans are secured by specific items
of collateral. The Bank has approximately $6.2 million
in
<PAGE>
<PAGE> 77

loans secured by farm land and an additional $4.3 million
in other loans to farmers. While the repayment of these
loans is dependent on the health of the agricultural
industry, management does not believe this is an undue
concentration since the various segments of the
agricultural industry are not necessarily dependent upon
each other.

Peoples has approximately $4.5 million in loans
outstanding to the lodging industry. This amounts to
approximately 7.4% of loans and 45% of capital. While as
a group this is a sizable portion of the Bank's loan
portfolio, these loans are diversified in types of hotel
lodging (full vs. limited service) and geographically
between Indiana, Illinois and Kentucky.

NON-INTEREST INCOME

Non-interest income consists of revenues generated
by the Bank other than interest charged on earning
assets. For the 9 month period ended September 30, 1996,
service charges and fees (the largest component of
non-interest income) increased $48,000 over the same
period in 1995. Non-interest income includes
deposit-related service charges and fees, trust fees, and
net gains/losses on the sale of securities and mortgage
loans. Non-interest income declined $23,000, or 8.6%,
between 1993 and 1994, primarily as a result of lower
trust fees and lower gains on the sales of securities
available for sale and mortgage loans. Peoples sells
securities from time to time and sells mortgage loans to
the Federal Home Loan Mortgage Corporation. These
sources of income are nominal and are not relied on by
management to a significant extent.

Non-interest income increased $60,000, 24.6%,
between 1994 and 1995, primarily as a result of a
non-recurring state tax refund. Exclusive of this
one-time credit, total non-interest income for the 9
months ended September 30, 1996, increased $16,000, or
7.5%, over the same period for the prior year.

NON-INTEREST EXPENSE

Non-interest expense, commonly called overhead,
consists of all expenses not related to interest paid on
liabilities. Salaries and employee benefits make up the
largest single component of non-interest expense. Total
non-interest expense increased only $55,000 between 1993
and 1995. Deposit insurance expense declined
substantially during the period. In 1995 it
<PAGE>
<PAGE> 78

was only $78,000 compared to $157,000 in 1994 and 1993.
This expense further declined to $2,000 for the nine
months ended September 30, 1996. This decline served to
offset modest increases in other categories of
non-interest expense.

Included in non-interest expense for the nine months
ended September 30, 1996, is approximately $82,000 in
merger-related expenses. Exclusive of this, non-interest
expense for the first nine months of 1996 increased
$29,000, or 1.6%, over the same period in 1995.

INCOME TAX EXPENSE

Income tax expense is driven primarily by the level
of income before tax and, accordingly, has steadily
increased during all periods presented.

CAPITAL

Peoples is required by its primary regulator to
comply with various capital requirements. Those
requirements affect the ability of the company to pay
dividends and can affect operations. The capital
regulations require the maintenance of specified levels
of Tier I Capital and total capital to risk adjusted
assets (all as defined in those regulations). These
regulations also require the maintenance of leverage
ratio (Tier I Capital to average assets) of at least 3%
for the most sound entities and a total risk based
capital ratio of at least 8%. Further, regulations
promulgated by the Federal Deposit Insurance Corporation
defines specified levels of capitalization which affects
the amount that a financial institution may be assessed
for deposit insurance premiums. Financial institutions
which have leverage ratios in excess of 5% and total
risked based capital ratios in excess of 10% are deemed
to be well-capitalized, pay the lowest deposit insurance
assessment and are not subject to operational
restrictions. At September 30, 1996 total risk-based
capital of Peoples is substantially the same as that of
Peoples Bancorp of Washington and exceeded the levels
required to be deemed well-capitalized. Information
regarding capital ratios is provided in Table 9.

<PAGE>
<PAGE> 79
Peoples Bancorp of Washington
TABLE 1 -- RATE VOLUME ANALYSIS

The following table sets forth, for the periods indicated,
information regarding the average balances of interest-earning
assets and interest-bearing liabilities, the dollar amount of
interest income and interest expense and the resulting yields on
average interest earning assets and rate on average interest-bearing
liabilities. Average balances are also provided for non-interest
earning assets and non-interest-bearing liabilities and
shareholders' equity.

<TABLE>
<CAPTION>
Nine months ended Sept. 30
---------------------------------------------------------------
1996 1995
Average Average Average Average
EARNING ASSETS Balance Interest Rate Balance Interest Rate
- -------------- ------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Interest earning deposits $ 100 $ 5 6.06% $ 100 $ 5 6.03%
Federal Funds Sold 397 16 5.32% 313 14 5.92%
Investment Securities (taxable) 15,270 639 5.58% 20,829 896 5.74%
Investment Securities (tax-exempt) 6,025 217 4.81% 6,638 229 4.60%
Loans (net of unearned income)(1) 62,697 4,322 9.19% 54,268 3,652 8.97%
Tax-exempt loans 297 12 5.45% 73 3 5.47%
---------------------------------------------------------------
Total interest earning assets 84,786 5,211 8.19% 82,221 4,799 7.78%

Non-earning assets:
Cash and due from banks 2,955 2,970
Other nonearning assets 2,673 2,318
Allowance for loan losses (963) (957)
-------- --------
Total Assets $ 89,451 $ 86,552
======== ========
INT-BEARING LIABS
- -----------------
Transaction accounts $ 16,185 307 2.53% $ 16,511 306 2.47%
Savings deposits 13,696 385 3.75% 11,575 339 3.91%
Time deposits 31,916 1,254 5.24% 31,373 1,206 5.13%
Repurchase & Sweep Agreements 5,408 182 4.50% 6,609 259 5.23%
FHLB advance 2,134 85 5.29% 2,314 102 5.85%
Federal Funds Purchased and other 1,508 63 5.54% 2,016 92 6.07%
---------------------------------------------------------------
Total interest bearing liabilities 70,847 2,276 4.28% 70,398 2,304 4.36%
------- -------
Non-Interest-bearing liabilities
Demand deposits 9,030 7,480
Other liabilities 470 420
Shareholders' equity 9,104 8,254
-------- --------
Total Liabilities and
shareholders' equity $ 89,451 $ 86,552
======== ========
Net interest income $ 2,935 $ 2,495
======= =======
Net Interest/Spread 3.91% 3.42%
===== =====
Net interest margin 4.61% 4.05%
===== =====
Tax equivalent data:(2)
Tax equivalent adjustment 118 120
------- -------
Adjusted net interest income $ 3,053 $ 2,615
======= =======
Net Interest/Spread 4.10% 3.62%
Net interest margin 4.80% 4.24%

</TABLE>
(1) Average total loans include non-accrual loans and loan income includes loan
fee income on loans held in the portfolio.

(2) Tax-equivalent adjustment is computed using 34% statutory tax rate for all
periods presented.

<PAGE>
<PAGE> 80
Peoples Bancorp of Washington
TABLE 1a -- RATE VOLUME ANALYSIS

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------------------------------------------------------------------
1995 1994 1993
Average Average Average Average Average Average
EARNING ASSETS Balance Interest Rate Balance Interest Rate Balance Interest Rate
- -------------- -------- -------- ------- -------- -------- ------- -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Interest earning deposits $ 100 $ 6 6.00% $ 837 $ 34 4.06% $ 1,395 $ 56 4.01%
Federal Funds Sold 751 44 5.86% 169 6 3.55% 893 26 2.91%
Investment Securities
(taxable) 20,408 1,171 5.74% 23,124 1,286 5.56% 25,009 1,458 5.83%
Investment Securities
(tax-exempt) 6,691 310 4.63% 7,298 329 4.51% 5,462 248 4.54%
Loans (net of unearned
income)(1) 54,939 4,984 9.07% 49,207 4,192 8.52% 45,064 3,920 8.70%
Tax-exempt loans 72 4 5.56% 102 6 5.88% 100 6 6.00%
---------------------------------------------------------------------------------------
Total interest earning assets 82,961 6,519 7.86% 80,737 5,853 7.25% 77,923 5,714 7.33%

Non-earning assets:
Cash and due from banks 3,026 3,252 3,431
Other nonearning assets 2,469 2,273 2,501
Allowance for loan losses (959) (868) (731)
-------- -------- --------
Total Assets $ 87,497 $ 85,394 $ 83,124
======== ======== ========
INT-BEARING LIABS
- -----------------
Transaction accounts $ 16,526 410 2.48% $ 19,592 452 2.31% $ 20,418 524 2.57%
Savings deposits 11,766 461 3.92% 11,867 402 3.39% 10,613 346 3.26%
Time deposits 31,577 1,645 5.21% 30,396 1,351 4.44% 32,581 1,564 4.80%
Repurchase & Sweep Agreements 7,273 381 5.24% 4,960 162 3.27% 3,560 97 2.72%
FHLB advance 2,137 127 5.94% 1,000 54 5.40% 319 16 5.02%
Federal Funds Purchased
and other 1,717 107 6.23% 1,538 71 4.62% 309 9 2.91%
---------------------------------------------------------------------------------------
Total interest bearing
liabilities 70,996 3,131 4.41% 69,353 2,492 3.59% 67,800 2,556 3.77%
------ ------ ------
Non-Interest-bearing liabilities
Demand deposits 7,624 7,694 7,419
Other liabilities 506 592 651
Shareholders' equity 8,371 7,755 7,254
-------- -------- --------
Total Liabilities and
shareholders' equity $ 87,497 $ 85,394 $ 83,124
======== ======== ========
Net interest income $ 3,388 $ 3,361 $ 3,158
======== ======= =======
Net Interest/Spread 3.45% 3.66% 3.56%
===== ===== =====
Net interest margin 4.08% 4.16% 4.05%
===== ===== =====
Tax equivalent data:(2)
Tax equivalent adjustment 162 173 131
-------- ------- ------
Adjusted net interest income $ 3,550 $ 3,533 $ 3,289
======== ======= =======
Net Interest/Spread 3.64% 3.87% 3.73%
Net interest margin 4.28% 4.38% 4.22%
</TABLE>
(1) Average total loans include non-accrual loans and loan income includes loan
fee income on loans held in the loan portfolio.

(2) Tax-equivalent adjustment is computed using 34% statutory tax rate for all
periods presented.<PAGE>
<PAGE> 81
Peoples Bancorp of Washington
TABLE 2 -- RATE VOLUME ANALYSIS

The following table sets forth, for the periods
indicated, information regarding changes from year to
year for interest-earning-assets and
interest-bearing-liabilities due to volume and rate
variances.

<TABLE>

<CAPTION>
1996-1995
Change Change
Total Due To Due To
Change Volume Rate
------ ------ ------
<S> <C> <C> <C>
EARNING ASSETS
- --------------
Interest-earning assets:
Interest earning deposits $ 0 $ - $ 0
Federal Funds Sold 2 3 (1)
Investment Securities (taxable) (257) (233) (24)
Investment Securities (tax-exempt) (12) (22) 10
Loans (net of unearned income) 670 579 91
Tax-exempt loans 9 9 -
-----------------------
Total interest earning assets 412 336 76
-----------------------

INT-BEARING LIABS
- -----------------
Transaction accounts 1 (6) 7
Savings deposits 46 60 (14)
Time deposits 48 21 27
Repurchase & Sweep Agreements (77) (43) (34)
FHLB advance (17) (8) (9)
Federal Funds Purchased (29) (22) (7)
-----------------------
Total interest bearing liabilities (28) 2 (30)
-----------------------

Net interest income $ 440 $ 334 $ 106
=======================
</TABLE>
<PAGE>
<PAGE> 82
Peoples Bancorp of Washington
TABLE 2a -- RATE VOLUME ANALYSIS

<TABLE>
<CAPTION>
1995-1994 1994-1993
Change Change Change Change
Total Due To Due To Total Due To Due To
Change Volume Rate Change Volume Rate
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
- --------------
Interest-earning assets:
Interest earning deposits $ (28) $ (39) $ 11 $ (22) $ (23) $ 1
Federal Funds Sold 38 32 6 (20) (25) 5
Investment Securities (taxable) (115) (155) 40 (172) (107) (65)
Investment Securities (tax-exempt) (19) (28) 9 81 83 (2)
Loans (net of unearned income) 792 509 283 272 354 (82)
Tax-exempt loans (2) (2) (0) - - -
------------------------ ------------------------
Total interest earning assets 666 317 349 139 282 (143)
------------------------ ------------------------

INT-BEARING LIABS
- -----------------
Transaction accounts (42) (74) 32 (72) (21) (51)
Savings deposits 59 (3) 62 56 42 14
Time deposits 294 54 240 (213) (101) (112)
Repurchase & Sweep Agreements 219 95 124 65 43 22
FHLB advance 73 67 6 38 37 1
Federal Funds Purchased 36 9 27 62 54 8
------------------------ ------------------------
Total interest bearing liabilities 639 148 491 (64) 54 (118)
------------------------ ------------------------

Net interest income $ 27 $ 169 $ (142) $ 203 $ 228 $ (25)
======================== ========================
</TABLE>
<PAGE>
<PAGE> 83
Peoples Bancorp of Washington
TABLE 3 -- INTEREST RATE SENSITIVITY ANALYSIS

The following graphs result from the Peoples interest
rate simulation process and present management's estimate
of the effect that an immediate and sustained 200 basis
point interest rate increase or decrease would have on
monthly interest income, interest expense and net
interest income, as compared to a "base case" or flat
interest rate environment. Interest rates on assets and
liabilities that are contractually tied to a market rate
or index are assumed to adjust at the earliest repricing
opportunity. The timing and magnitude of assumed rate
changes on those instruments whose rates are not
contractually tied to a market rate or index are
judgmental and are based on management's past experience.
While a useful simulation tool, these results are not
necessarily those that would occur if interest rates were
to increase or decrease by 200 basis points. (Dollars in
thousands).
<TABLE>
MONTHLY CHANGE IN INTEREST INCOME

BASE CASE $7,242
<CAPTION>
FALLING RATES RISING RATES
------------- ------------
<S> <C> <C>
SEP $ -4 $ 4
OCT -10 10
NOV -16 16
DEC -29 30
JAN -44 47
FEB -59 65
MAR -85 94
APR -113 126
MAY -145 163
JUN -187 210
JUL -236 264
AUG -290 325
</TABLE>

<PAGE>
<PAGE> 84
TABLE 3 (Continued)

<TABLE>
MONTHLY CHANGE IN INTEREST EXPENSE

BASE CASE $3,255
<CAPTION>
FALLING RATES RISING RATES
------------- ------------
<S> <C> <C>
SEP $ -9 $ 4
OCT -19 18
NOV -30 28
DEC -52 48
JAN -77 71
FEB -100 93
MAR -137 130
APR -175 167
MAY -217 207
JUN -268 258
JUL -323 312
AUG -381 368
</TABLE>

<TABLE>
MONTHLY CHANGE IN NET INTEREST INCOME

BASE CASE $3,987
<CAPTION>
FALLING RATES RISING RATES
------------- ------------
<S> <C> <C>
SEP $ -4 $ 5
OCT -8 9
NOV -12 14
DEC -18 23
JAN -24 32
FEB -28 41
MAR -36 52
APR -41 63
MAY -45 72
JUN -48 81
JUL -48 87
AUG -43 90
</TABLE>
<PAGE>
<PAGE> 85
Peoples Bancorp of Washington
TABLE 4 -- GAP TABLE

The following table illustrates the repricing
opportunities, or rate sensitivity, of interest-earning
assets and interest-bearing liabilities as of September
30, 1996. The difference, or "gap", is indicated as a
percentage of total assets. The information reflects the
repricing opportunity for variable, or floating, rate
assets and liabilities and the maturities and/or
estimated cash flows for fixed rate assets and
liabilities.
<TABLE>
<CAPTION>
At September 30, 1996
Maturing or Repricing Within
---------------------------------------------------------------------------
6 Months
0 to 3 3 to 6 to 1 to 5 After 5
Months Months 1 year Years Years Total
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets: (in thousands)
Loans $ 17,374 $ 6,342 $ 12,097 $ 19,225 $ 12,192 $ 67,230
Securities 3,182 1,736 2,598 11,071 537 19,124
Federal funds sold - - - - - -
Interest-bearing balances
with financial institutions 100 100
---------------------------------------------------------------------------
Total interest-earning assets 20,656 8,078 14,695 30,296 12,729 86,454
---------------------------------------------------------------------------

Interest-bearing liabilities:
Demand and savings
accounts 24,189 - - - - 24,189
Time deposits 13,778 7,121 5,052 11,888 2 37,841
Borrowings 8,342 1,550 - - - 9,892
---------------------------------------------------------------------------
Total interest-bearing
liabilities 46,309 8,671 5,052 11,888 2 71,922
---------------------------------------------------------------------------

Asset (liability) gap $(25,653) $ (593) $ 9,643 $ 18,408 $ 12,727 $ 14,532
===========================================================================

Cumulative asset (liability) gap $(25,653) $(26,246) $(16,603) $ 1,805 $ 14,532
===========================================================================

Cumulative gap to total assets -28.04% -28.69% -18.15% 1.97% 15.88%

Total Assets 91,488

</TABLE>
<PAGE>
<PAGE> 86
Peoples Bancorp of Washington
TABLE 5 -- NON-PERFORMING LOANS (in thousands)

The following table sets forth the composition of non-performing loans
at the dates indicated:
<TABLE>
<CAPTION>
September 30 December 31
1996 1995 1994
------------ -------- --------
<S> <C> <C> <C>
Non-accrual loans $ 262 $ 290 $ 322
Troubled debt restructurings 110 122 141
Loans contractually past due 90 days
or more, and still accruing 39 6 38
-------- -------- --------
Total non-performing loans $ 411 $ 418 $ 501
======== ======== ========

Non-performing loans as a percent
of total loans 0.61% 0.71% 0.93%

Total Loans $ 67,230 $ 58,760 $ 53,774

</TABLE>
<PAGE>
<PAGE> 87
Peoples Bancorp of Washington
TABLE 6 -- ALLOWANCE FOR LOAN LOSSES

The following table presents activity in allowance for
loan losses for the periods indicated (in thousands):
<TABLE>
<CAPTION>
Nine Months
Ended Sept. 30 Years Ended December 31,
1996 1995 1994
-------------------------------------------
<S> <C> <C> <C>
Beginning Balance $ 960 $ 933 $ 810

Loans charged off:
Commercial loans - 32 -
Real estate loans - - -
Installment loans 18 7 6
Credit card loans 13 17 4
Lease financing - - -
-------------------------------------------
Total charge-offs 31 56 10

Recoveries on charged-off loans:
Commercial loans - 8 1
Real estate loans - - -
Installment loans 2 4 12
Credit card loans - 3 -
Lease financing - - -
-------------------------------------------
Total recoveries 2 15 13

Net charge-offs/recoveries 29 41 (3)

Provision charged to operations 37 68 120
-------------------------------------------
Ending balance $ 968 $ 960 $ 933
===========================================

Allowance as a percent
of total loans 1.44% 1.63% 1.74%

Allowance as a percent
of non-performing loans 235.52% 229.67% 186.23%

Total Loans $67,230 $58,760 $53,774
Non-performing loans 411 418 501

</TABLE>
<PAGE>
<PAGE> 88
Peoples Bancorp of Washington
TABLE 7 -- ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

The following table sets forth the allocation of the
Company's allowance for loan losses to the various
categories of loans at the following dates (in
thousands):
<TABLE>
<CAPTION>
Sept. 30 December 31,
1996 % 1995 % 1994 %
---------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial loans $ 248 25.6% $ 160 16.7% $ 174 18.6%
Real estate loans 378 39.1% 319 33.2% 309 33.2%
Installment loans 124 12.8% 111 11.6% 72 7.7%
Leases 7 0.7% 9 0.9% 10 1.1%
Unallocated 211 21.8% 361 37.6% 368 39.4%
---------------------------------------------
Total Allowance for
Loan Losses $ 968 100% $ 960 100.0% $ 933 100%
=============================================
</TABLE>
<PAGE>
<PAGE> 89
Peoples Bancorp of Washington
TABLE 8 -- LOAN PORTFOLIO SUMMARY (in thousands)

The following table sets forth loans, by category, at the
dates indicated:
<TABLE>
<CAPTION>
September 30 December 31 December 31
1996 % 1995 % 1994 %
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial Loans $ 16,631 24.7% $ 13,339 22.7% $ 12,141 22.6%
Real Estate Loans 41,472 61.7% 37,486 63.8% 34,974 65.0%
Installment Loans 8,538 12.7% 7,259 12.3% 5,876 10.9%
Lease Financing 589 0.9% 676 1.2% 783 1.5%
--------------------------------------------------------------------------------
$ 67,230 100.0% $ 58,760 100.0% $ 53,774 100.0%
================================================================================
</TABLE>
<PAGE>
<PAGE> 90

Peoples Bancorp of Washington
TABLE 9 -- Regulatory Capital

The following table provides information regarding
Peoples' capital ratios at the dates indicated:
<TABLE>
<CAPTION>
Sept. 30, Dec. 31,
1996 1995
----------- ----------
(dollars in thousands)

<S> <C> <C>
Total Assets $ 91,488 $ 90,842
Risk-based Assets 65,558 60,569
Tier I Capital 9,480 8,869
Total Capital 10,300 9,626
Leverage Ratio 10.362% 9.763%
Tier I Risk-based Capital Ratio 14.454% 14.643%
Total Risk-based Capital Ratio 15.704% 15.893%

</TABLE>
<PAGE>
<PAGE> 91

DESCRIPTION OF GERMAN AMERICAN CAPITAL STOCK

AUTHORIZED BUT UNISSUED SHARES

German American's Articles of Incorporation
authorize the issuance of 5,000,000 shares of German
American Common Stock, of which 1,830,880 shares were
issued and outstanding as of October 30, 1996 (not
including the shares issuable December 6, 1996 pursuant
to the five percent stock dividend declared in October
1996), and 500,000 shares of Preferred Stock, $10.00 par
value, of which no shares are issued and outstanding.
The Board of Directors has the power to determine the
relative rights of and restriction on any series of
Preferred Stock it may authorize in the future and may
provide terms upon which Preferred Stock may be converted
into shares of any other class of stock.

All authorized but unissued shares may be issued
upon authorization of the Board of Directors without
prior shareholder approval. For information regarding
shares reserved for issuance under the Company's Stock
Option Plan, see Note 9 to German American's financial
statements included in its annual report to shareholders,
which accompanies this report. If additional shares of
German American Common Stock are issued, the holders of
shares prior to such issuance may thereafter own a
proportionately smaller equity interest in German
American.

COMMON STOCK

VOTING RIGHTS

Each share of German American Common Stock entitles
the holder thereof to one vote on all matters on which
the holders of shares of German American Common Stock are
entitled to vote. The affirmative vote of the holders of
the majority of the votes cast at a meeting at which a
quorum is present is sufficient to approve matters
submitted for shareholder approval, except in the
following circumstances: (a) pursuant to the IBCL,
Directors are elected by a plurality of the votes cast;
(b) German American's Articles of Incorporation provide
that Business Combinations (such as mergers or sales or
other transfers of a substantial part of German
American's assets) involving Related Persons (such as an
individual or entity that owns 10 percent or more of
German American's Common Stock), must be approved by 80
percent of the outstanding
<PAGE>
<PAGE> 92

voting stock (excluding shares held by the Related
Person) unless the Business Combination has been approved
by the vote of two-thirds of the members of the Board of
Directors who are not associated with the Related Person;
(c) German American's Articles of Incorporation provide
that any amendment, change or repeal of the Articles
relating to Business Combinations with Related Persons
must be approved by at least 80 percent of the
outstanding shares unless such amendment, change or
repeal has been approved by two-thirds of the Board of
Directors (excluding members of the Board of Directors
associated with the Related Person if the amendment,
change or repeal is proposed by or on behalf of the
Related Person); and (d) the IBCL provides that holders
of the outstanding shares of a class are entitled to vote
as a separate voting group on a proposed amendment to the
Articles of Incorporation if the amendment would affect
their rights as a class, such as by increasing or
decreasing the number of authorized shares of the class,
effecting an exchange or reclassification of the class,
or changing the designation, rights, preferences or
limitations of all or part of the shares of the class.
For more information on Business Combinations, including
the definitions of "Business Combination" and "Related
Person," see "Description of German American Capital
Stock -- Supermajority Vote and Minimum Price Required
for Business Combinations" below. Shareholders do not
have cumulative voting rights for the election of
Directors. Directors may be removed, with or without
cause, only by the vote of 80 percent of the shares
entitled to vote at an election of Directors.

DIVIDEND RIGHTS

Subject to any preferential dividend rights of any
series of shares of Preferred Stock that may in the
future be issued, the holders of German American Common
Stock are entitled to receive dividends as and when
declared by the Board of Directors from funds legally
available for their payment. A dividend may be paid by
German American only if, after paying such dividend, (1)
German American would be able to pay its debts as they
become due in the usual course of business, and (2)
German American's total assets would not be less than the
sum of its total liabilities (and without regard to any
amounts that would be needed, if German American were to
be dissolved at the time of the dividend, to satisfy the
preferential rights upon dissolution of any shareholders
whose preferential rights are superior to those receiving
the dividend, unless the terms of the shares having such
preferential rights provide otherwise). <PAGE>
<PAGE> 93

Funds for the payment of dividends by German
American must come primarily from the earnings of its
bank subsidiaries. Restrictions on the amount of
dividends that such banks may pay also restrict the
amount of funds available for payment of dividends by
German American.

LIQUIDATION

Upon any liquidation, dissolution, or winding up of
the affairs of German American, the holders of German
American Common Stock are entitled to share ratably in
the assets legally available for distribution to the
holders of German American Common Stock after
satisfaction in full of any liquidation preference to
which holders of Preferred Stock, if any, may then be
entitled.

OTHER MATTERS

Holders of German American Common Stock do not have
preemptive or conversion rights with respect to any
securities of German American.

All outstanding shares of German American Common
Stock are, and the shares offered hereby will be, when
issued, fully paid and nonassessable. Such shares are
not redeemable at the option of German American or
holders thereof.

Fifth Third Bank, Cincinnati, Ohio, serves as the
transfer agent of German American Common Stock.

PREFERRED STOCK

German American's Articles of Incorporation
authorize the Board of Directors, without further
shareholder approval, to establish the relative rights,
designations, preferences, and limitations or
restrictions of the shares of Preferred Stock prior to
the issuance thereof, including without limitation,
dividend rights, conversion rights, voting rights,
liquidation preferences, redemption rights, division into
series, sinking fund provisions, and similar matters.
Thus, the Board of Directors may authorize and issue
Preferred Stock with rights and preferences that are
superior to those of German American Common Stock, the
issuance of which could affect the voting power and other
rights of the holders of German American Common Stock.

<PAGE>
<PAGE> 94

The Board's authority to create and issue Preferred
Stock could be used by management to create voting
impediments (such as a required approval of mergers or
other extraordinary corporate transactions) or to deter
persons seeking to effect a merger or otherwise to gain
control of German American. Preferred Stock may also be
issued at some future time in connection with an
acquisition by German American of additional financial
institutions or other businesses permitted to be acquired
by German American. However, no such future issuances
are presently planned or contemplated.

ANTI-TAKEOVER PROVISIONS

German American's Articles of Incorporation and
Bylaws contain certain anti-takeover provisions described
below. These provisions may discourage or prevent tender
or exchange offers by a corporation or group that intends
to use the acquisition of a substantial number of shares
of German American to initiate a takeover culminating in
a merger or other business combination. In recent years
a number of other companies have adopted similar charter
or bylaw provisions for the same or similar reasons.
These provisions may also have the effect of making the
removal of current management more difficult.

POSSIBLE ISSUANCE OF COMMON STOCK

As of the date hereof, there were 5,000,000
authorized shares of German American Common Stock of
which 1,830,880 shares were outstanding as of October 30,
1996 (not including shares that are reserved for issuance
pursuant to the Merger, the October 1996 five percent
stock dividend, and German American's stock option plan).
The Board could use the authorized but unissued and
unreserved shares at its discretion to resist the
consummation of certain takeover attempts by, for
example, diluting the ownership interest of a substantial
shareholder or substantially increasing the amount of
consideration necessary for a shareholder to obtain
control.

<PAGE>
<PAGE> 95
POSSIBLE ISSUANCE OF PREFERRED STOCK

German American's Articles of Incorporation
authorize the Board of Directors to issue up to 500,000
shares of Preferred Stock in one or more series. The
Board will be authorized to fix the number of shares to
be included in the new series, the designation, powers,
preferences, and voting and other rights of each such
series, and the qualifications, limitations, or
restrictions thereof. The Board could use the Preferred
Stock at its discretion to resist the consummation of
certain takeover attempts.

SUPERMAJORITY VOTE AND MINIMUM PRICE REQUIRED FOR
BUSINESS COMBINATIONS

The Articles of Incorporation of German American
include a provision imposing certain supermajority vote
and minimum price requirements on any "Business
Combination" with a "Related Person" unless the
combination has been approved by the vote of two-thirds
of certain members of the Board of Directors of German
American who are not associated with the Related Person.
This provision defines "Business Combination" very
broadly to include, subject to certain conditions, (i)
any merger or consolidation of German American or any of
its subsidiaries into or with a Related Person, its
affiliates or associates; (ii) any sale, exchange, lease,
transfer or other disposition by German American or any
of its subsidiaries of all or any substantial part of its
or their assets or businesses to or with a Related
Person, its affiliates or associates; (iii) the purchase,
exchange, lease or acquisition by German American or any
of its subsidiaries of all or any substantial part of the
assets or business of a Related Person, its affiliates or
associates; (iv) any reclassification of securities,
recapitalization or other transaction that has the effect
of increasing the proportionate amount of German
American's Common Stock (or other voting capital
security) beneficially owned by a Related Person; (v) any
partial or complete liquidation, spinoff or splitup of
German American or any of its subsidiaries; and (vi) the
acquisition by a Related Person of beneficial ownership
upon issuance of Common Stock (or other voting capital
shares) of German American or any of its subsidiaries or
any securities convertible into, or any rights, warrants
or options to acquire, any such shares. "Related Person"
also is defined broadly to mean any person (which
includes any individual, corporation or entity other than
German American or its subsidiaries) who (i) beneficially
owns ten percent or more of German American Common Stock
(or other voting capital security) (a "Ten Percent
Shareholder"); (ii) any person who within the preceding
<PAGE>
<PAGE> 96

two-year period has been a Ten Percent Shareholder and
who directly or indirectly controls, is controlled by, or
is under common control with German American; or (iii)
any person who has received, other than pursuant to or in
a series of transactions involving a public offering
within the meaning of the Securities Act of 1933, German
American Common Stock (or other voting capital security)
that has been owned by a Related Person within the
preceding two-year period. In the absence of approval by
the German American Directors who are not associated with
the Related Person or, in the alternative, the agreement
by the Related Person to pay all other stockholders a
certain minimum price for their shares, a Business
Combination with a Related Person would require the
approval of 80 percent of the outstanding voting stock
plus the approval of a majority of the outstanding shares
that are not controlled by the Related Person. In
general terms, the restrictions apply to mergers or
consolidations of German American or any subsidiary with
any Related Person, transfers or encumbrances of all or
substantially all of the assets of German American to a
Related Person, the adoption of any plan of liquidation
proposed by a Related Person or any transaction which
would have the effect, directly or indirectly, of
increasing the proportionate share of any class of equity
securities of German American or any stockholder
(including affiliates and associates) who is the
beneficial owner of more than 10 percent of the voting
power of the then outstanding shares entitled to vote
generally in the election of Directors of German
American. Absent the provision regulating Business
Combinations, mergers, consolidations, and sales of all
or substantially all assets would require only the
approval of a majority of the Board of Directors and
(subject to the rights of any Preferred Stock issued in
the future) the affirmative vote of a majority of the
total number of outstanding shares of German American
entitled to vote on the matter.

CLASSIFIED BOARD

The Bylaws of German American divide the Board of
Directors into two equal (or as nearly equal as possible)
classes of Directors serving staggered two-year terms.
As a result, approximately one-half of the Board is
elected each year. The Bylaws provide that any vacancy
shall be filled by a majority vote of the remaining
Directors. Any Director elected to fill such vacancy
shall hold office for an unexpired term of the class of
which he is a member.

<PAGE>
<PAGE> 97

REMOVAL OF DIRECTORS

The Articles provide that any Director may be
removed only by an 80 percent affirmative vote of the
outstanding voting power at a shareholders' meeting
called for that purpose, with or without good cause.

AMENDMENT, CHANGE, OR REPEAL OF CERTAIN ARTICLES

The Articles provide that any amendment, change, or
repeal of certain of the articles of the Articles of
Incorporation described above would require the approval
of (a) at least 80 percent of the outstanding voting
power, and (b) in the case of an amendment, change, or
repeal of any of the above-stated provisions proposed by
or on behalf of a Related Person, the approval by a
majority of the shares not controlled by the Related
Person. However, in the event that an amendment, change,
or repeal of those provisions is approved by two-thirds
of the Board of Directors, and, if the amendment is
proposed by or on behalf of a Related Person, by the
favorable vote of two-thirds of certain Directors who are
not associated with the Related Person, the affirmative
vote of a majority of the outstanding voting power would
be sufficient to approve any such amendment, change, or
repeal.

CONTROL SHARE RESTRICTIONS

German American has elected to be governed by
Chapter 42 of the Indiana Business Corporation Law.
Chapter 42, which deals with Control Share Acquisitions,
provides that shares acquired by a person or a group in
excess of certain percentages of the total outstanding
shares (20%, 33-1/3%, and 50%) have only such voting
rights as are approved by certain disinterested
shareholders. In order to obtain shareholder approval of
voting rights for the excess control shares, the
acquiring person or group must give written notice of the
control share acquisition and request a special
shareholders' meeting.

POTENTIAL DISADVANTAGES TO SHAREHOLDERS

Although the purpose of these provisions is to
insure fair treatment of all shareholders in the event of
certain mergers, tender offers, or other attempts to
acquire control of German American (a "takeover"), the
provisions regarding Business Combinations (as well as
the voting requirements regarding the removal of
Directors) and the provisions of Chapter 42 may have
certain adverse effects in that they may make more
difficult the accomplishment of certain takeovers at<PAGE>
<PAGE> 98

prices or on terms that some shareholders may consider
beneficial, impede the assumption of control by principal
shareholders in some cases, or make more difficult the
removal of current management even if favored by a
majority of the shareholders.

COMPARISON OF PEOPLES COMMON STOCK
AND GERMAN AMERICAN COMMON STOCK

GENERAL

The Peoples Common Stock is similar in many respects
to the German American Common Stock to be issued pursuant
to the Merger. Certain differences exist, however,
because the Articles of Incorporation of Peoples differ
from the Articles of Incorporation of German American.
The following is a comparison of Peoples Common Stock
with German American Common Stock and a description of
certain material differences between them.

NUMBER OF SHARES
AUTHORIZED BUT UNISSUED

The Articles of Incorporation Peoples authorize the
issuance of 1,200,000 shares of Peoples Common Stock,
$1.00 stated value per share. As of the date hereof, all
shares of which are issued and outstanding. The Articles
of Incorporation of German American authorize the
issuance of 5,000,000 shares of Common Stock, $10.00 par
value, of which, upon consummation of the Merger,
2,446,297 shares of German American Common Stock are
expected to be issued and outstanding (assuming no
shareholders of Peoples exercise dissenters' rights and
the minimum number of shares specified by the
Reorganization Agreement is issued in the Merger). The
remaining shares of German American Common Stock will
remain authorized but unissued and may be issued by the
Board of Directors of German American without further
shareholder approval for any proper corporate purpose,
including possible issuance in connection with future
mergers and acquisitions. Such shares could be issued
either to existing shareholders of German American or to
persons who are not then shareholders of German American.
The Board of Directors has no present plans to issue the
shares of German American Common Stock that will be
authorized but unissued after the Merger, other than
pursuant to the Company's established annual stock
dividend program.

<PAGE>
<PAGE> 99
PREFERRED STOCK

Unlike the Articles of Incorporation of Peoples,
which provide only for the issuance of common stock, the
Articles of Incorporation of German American authorize
the Board of Directors to issue 500,000 shares of
Preferred Stock, $10.00 par value. The Articles give the
German American Board of Directors the authority to
establish the relative rights, preferences, restrictions
and limitations of rights of the Preferred Stock. The
German American Board of Directors presently has no plans
to issue any of the authorized shares of Preferred Stock.

DIVIDEND RIGHTS

Holders of Peoples Common Stock and German American
Common Stock each have the right to receive, pro rata,
such dividends as are declared by the Board of Directors
out of funds legally available. Peoples' and German
American's ability to pay dividends is dependent upon
their receipt of dividends from their respective bank
subsidiaries. Legal and regulatory restrictions limit
the amount of dividends that may be paid by banks to
their shareholders in order to assure that banks maintain
adequate capital. Peoples' and German American's ability
to pay dividends is also restricted by the IBCL, to which
Peoples and German American are subject. The IBCL
prohibits the payment of dividends if, after giving
effect to the payment, the corporation would not be able
to pay its debts as they come due in the usual course of
business or the corporation's total assets would be less
than the sum of its liabilities plus preferential rights
of shareholders payable upon dissolution.

VOTING RIGHTS

Each holder of Peoples Common Stock and German
American Common Stock is entitled to one vote per share
on most matters submitted to a vote of shareholders. The
shareholders of German American and Peoples do not have
cumulative voting rights on the election of Directors,
which means that the Directors standing for election at
a particular meeting can be elected by a simple plurality
of the votes cast.

The affirmative vote of the holders of a majority of
the shares entitled to vote is sufficient to approve most
matters submitted to a shareholder vote of either
corporation. Under the IBCL, a merger, consolidation, or
sale of substantially all of a corporation's assets must
be approved by the holders of a majority of the
outstanding shares of Peoples Common Stock.
<PAGE>
<PAGE> 100

The Articles of Incorporation of both German
American and Peoples in addition contain certain
anti-takeover provisions which require a supermajority
vote of shareholders in certain circumstances.

LIQUIDATION RIGHTS

In the event of liquidation of Peoples or German
American, the holders of common stock will be entitled to
receive, pro rata, all of the assets remaining for
distribution to shareholders.

ABSENCE OF PREEMPTIVE RIGHTS

Neither the holders of Peoples Common Stock nor the
holders of German American Common Stock have preemptive
rights to purchase their proportionate share of any
future offering of common stock by Peoples or German
American.

ANTI-TAKEOVER PROVISIONS

Like the Articles of Incorporation of German
American, the Articles of Incorporation of Peoples
contain provisions that might deter the takeover or
change-in-control of Peoples. See "DESCRIPTION OF GERMAN
AMERICAN CAPITAL STOCK--Anti-Takeover Provisions" for a
description of the anti-takeover provisions in German
American's Articles of Incorporation. These provisions
may discourage or prevent tender or exchange offers by a
corporation or group that intends to use the acquisition
of a substantial number of shares of Peoples to initiate
a takeover culminating in a merger or other business
combination. In recent years a number of other companies
have adopted similar charter or bylaw provisions for the
same or similar reasons. These provisions may also have
the effect of making the removal of current management
more difficult.

POSSIBLE ISSUANCE OF COMMON STOCK

As of the date hereof, there were 1,200,000
authorized shares of Peoples Common Stock of which
593,334 shares were outstanding. The Board could use the
authorized but unissued shares at its discretion to
resist the consummation of certain takeover attempts by,
for example, diluting the ownership interest of a
substantial shareholder or substantially increasing the
amount of consideration necessary for a shareholder to
obtain control.
<PAGE>
<PAGE> 101

SUPERMAJORITY VOTE AND MINIMUM PRICE REQUIRED FOR
BUSINESS COMBINATIONS

The Articles of Incorporation of Peoples provide
that the affirmative vote of at least 80 percent of the
outstanding common stock is required to approve a
"business combination" that is (a) not recommended by the
vote of 70 percent of the Peoples Directors or (b) is
proposed by a person, whether an individual, partnership,
corporation, group or otherwise, who separately or in
association with one or more other persons holds at the
date of the proposal ten percent or more of the then
outstanding common stock of Peoples and such proposal
does not offer all shareholders of Peoples consideration
for their shares which is at least equal to the highest
percent over market value paid by such person for the
shares of Peoples held by it at the date of the proposal.

CLASSIFIED BOARD

Like German American, Peoples has a classified Board
of Directors. The Articles of Incorporation of Peoples
divide the Board of Directors into three equal (or as
nearly equal as possible) classes of Directors serving
staggered three-year terms. As a result, approximately
one third of the Board is elected each year. The Bylaws
provide that any vacancy shall be filled by a majority
vote of the remaining Directors. Any Director elected to
fill such vacancy shall hold office for an unexpired term
of the class of which he is a member.

REMOVAL OF DIRECTORS

Like German American, the Articles provide that any
Director may be removed without cause only by an 80
percent affirmative vote of the outstanding voting power
at a shareholders' meeting called for that purpose.

AMENDMENT, CHANGE, OR REPEAL OF CERTAIN ARTICLES

Like German American, the Articles provide that any
amendment, change, or repeal of certain of the articles
of the Articles of Incorporation described above would
require the approval of at least 80 percent of the
outstanding voting power.
<PAGE>
<PAGE> 102
CONTROL SHARE RESTRICTIONS

Like German American, Peoples has elected to be
governed by Chapter 42 of the Indiana Business
Corporation Law. Chapter 42, which deals with Control
Share Acquisitions, provides that shares acquired by a
person or a group exceeding certain percentages of the
total outstanding shares (20%, 33-1/3%, and 50%) have
only such voting rights as are approved by certain
disinterested shareholders. In order to obtain
shareholder approval of voting rights for the excess
control shares, the acquiring person or group must give
written notice of the control share acquisition and
request a special shareholders' meeting.

LEGAL MATTERS

The due authorization and valid issuance of the
shares of German American Common Stock pursuant to the
Merger, and the intended federal income tax consequences
of the Merger, will be passed upon by Leagre & Barnes.

EXPERTS

The consolidated balance sheets of Peoples as of
December 31, 1995 and 1994 and the related consolidated
statements of income, changes in shareholders' equity and
cash flows for the years ended December 31, 1995, 1994
and 1993 have been audited by Crowe, Chizek and Company
LLP, independent certified public accountants, and their
reports thereon, which appear elsewhere herein, have been
included therein and herein in reliance upon their
reports given upon their authority as experts in
accounting and auditing.

The consolidated balance sheets of German American
as of December 31, 1995 and 1994 and the related
consolidated statements of income, changes in
shareholders' equity and cash flows for the years ended
December 31, 1995, 1994, and 1993 have been audited by
Crowe, Chizek and Company LLP, independent certified
public accountants, and their reports thereon, which
appear elsewhere herein, have been included therein and
herein in reliance upon their reports given upon their
authority as experts in accounting and auditing.

The opinion of Austin Associates, Inc. ("AAI"), and
the information provided by AAI under "THE MERGER --
Opinion of Financial Adviser to Peoples," has been
included herein in reliance upon its authority as experts
in valuation of financial institutions and their
securities in connection with mergers and acquisitions.
<PAGE>
<PAGE> 103

OTHER MATTERS

The Boards of Directors of Peoples and of German
American do not know of any other matters that may come
before the Special Meetings of Shareholders.
<PAGE>
<PAGE> 104
INDEX TO PEOPLES BANCORP OF
WASHINGTON FINANCIAL STATEMENTS

AUDITED FINANCIAL STATEMENTS

Report of Independent Auditors F-1

Consolidated Balance Sheets as of December 31,
1995 and 1994 F-2

Consolidated Statements of Income for the
Years Ended December 31, 1995, 1994 and 1993 F-3

Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended
December 31, 1995, 1994 and 1993 F-4

Consolidated Statements of Cash Flows for the
Years Ended December 31, 1995, 1994 and 1993 F-5

Notes to Consolidated Financial Statements F-6 -
F-23

UNAUDITED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of September
30, 1996 and December 31, 1995 F-24

Consolidated Statements of Income for the
Three Months and the Nine Months Ended
September 30, 1996, and 1995 F-25

Consolidated Statements of Changes in
Shareholders' Equity for the Nine Months Ended
September 30, 1996 and 1995 F-26

Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 1996 and
1995 F-27

Notes to Financial Statements F-28

<PAGE>
<PAGE> F-1

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Peoples Bancorp of Washington
Washington, Indiana

We have audited the accompanying consolidated balance
sheets of Peoples Bancorp of Washington as of December
31, 1995 and 1994, and the related consolidated
statements of income, changes in shareholders' equity and
cash flows for each of the years in the three year period
ended December 31, 1995. These financial statements are
the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material
respects, the financial position of Peoples Bancorp of
Washington as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for each of
the years in the three year period ended December 31,
1995 in conformity with generally accepted accounting
principles.

As disclosed in Note 1 to the financial statements, the
Corporation changed its method of accounting for impaired
loans in 1995.

/s/ Crowe, Chizek and Company LLP
__________________________________
Crowe, Chizek and Company LLP
Indianapolis, Indiana
January 11, 1996
<PAGE>
<PAGE> F-2

PEOPLES BANCORP OF WASHINGTON
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994

ASSETS
Cash and cash equivalents (Note 11) $ 4,629,741 $ 3,079,893
Interest-bearing deposits in other financial institutions 100,000 100,000
Securities available for sale (Note 2) 13,978,960 9,817,287
Securities held to maturity (fair value of
$10,989,141 and $17,051,578 in 1995 and 1994) (Note 2) 11,075,302 17,798,301
Loans (Note 3) 58,759,678 53,773,667
Less: Allowance for loan losses (Note 4) (959,510) (933,233)
--------------- ---------------
Loans, net 57,800,168 52,840,434
Non-marketable equity securities (at cost) 381,000 381,000
Premises, furniture and equipment (Note 5) 1,675,199 1,385,517
Accrued interest receivable 928,341 761,848
Other assets 272,869 249,088
--------------- ---------------

$ 90,841,580 $ 86,413,368
=============== ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Noninterest-bearing deposits $ 8,754,730 $ 8,443,750
Interest-bearing deposits (Note 6) 59,218,839 58,445,899
--------------- ---------------
Total deposits 67,973,569 66,889,649
Repurchase agreements (Note 7) 8,254,360 8,009,820
Short-term borrowings (Note 7) 4,150,000 2,200,000
Long-term debt (Note 8) 1,000,000 1,000,000
Accrued interest payable 237,103 192,652
Other liabilities 394,107 267,744
--------------- ---------------
Total liabilities 82,009,139 78,559,865

Commitments and contingent liabilities (Note 12)

Shareholders' equity
Common stock, $1.00 stated value, 1,200,000 shares
authorized, 593,334 shares issued and outstanding 593,334 197,778
Paid-in capital 1,109,599 1,109,599
Retained earnings (Note 10) 7,166,536 6,900,298
Net unrealized loss on securities available for sale,
net of tax benefit ($19,075 and $182,451) (37,028) (354,172)
--------------- ---------------
Total shareholders' equity 8,832,441 7,853,503
--------------- ---------------

$ 90,841,580 $ 86,413,368
=============== ===============
</TABLE>

See accompanying notes to consolidated financial
statements.
<PAGE>
<PAGE> F-3
PEOPLES BANCORP OF WASHINGTON
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
INTEREST INCOME
Loans, including related fees $ 4,987,439 $ 4,196,979 $ 3,926,732
Securities
Taxable 1,171,246 1,286,276 1,458,369
Tax exempt 310,275 329,054 247,553
Other 50,051 40,282 81,827
----------- ----------- -----------
6,519,011 5,852,591 5,714,481
Interest expense
Deposits 2,516,864 2,205,226 2,434,252
Repurchase agreements and other short-term borrowings 487,412 232,607 105,866
Long-term debt 127,126 53,950 15,912
----------- ----------- -----------
3,131,402 2,491,783 2,556,030
----------- ----------- -----------

NET INTEREST INCOME 3,387,609 3,360,808 3,158,451

Provision for loan losses (Note 4) 67,500 120,000 144,000
----------- ----------- -----------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,320,109 3,240,808 3,014,451

Noninterest income
Trust department income 21,878 21,010 31,034
Service charges on deposit accounts 146,102 152,872 153,697
Net realized gain on sales of securities 19,336 9,543 4,036
Net realized gain on sales of loans 7,309 9,829 28,695
Other noninterest income 109,431 50,858 49,548
----------- ----------- -----------

304,056 244,112 267,010
Noninterest expense
Salaries and benefits (Note 10) 1,255,108 1,225,029 1,145,117
Occupancy expenses, net 228,193 204,173 238,851
Equipment expenses 207,089 222,978 223,191
Directors fees 72,000 72,000 68,300
Stationary and supplies 66,940 55,420 70,779
Deposit insurance expense 78,292 156,885 157,000
Other noninterest expenses 432,158 364,479 381,941
----------- ----------- -----------
2,339,780 2,300,964 2,285,179
----------- ----------- -----------

INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT
OF ACCOUNTING CHANGE 1,284,385 1,183,956 996,282

Income taxes (Note 9) 460,413 376,390 334,397
----------- ----------- -----------

INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 823,972 807,566 661,885

Cumulative effect on prior years of changing to a
different method of accounting for income taxes - - 68,000
----------- ----------- -----------

NET INCOME $ 823,972 $ 807,566 $ 729,885
=========== =========== ===========
PER SHARE DATA:
Income before cumulative effect of accounting change $ 1.39 $ 1.36 $ 1.12
Cumulative effect of accounting change - - .11
----------- ----------- -----------

NET INCOME PER SHARE $ 1.39 $ 1.36 $ 1.23
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial
statements.<PAGE>
<PAGE> F-4

PEOPLES BANCORP OF WASHINGTON
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
Net
Unrealized
Loss on
Securities Total
Paid-in Retained Available Shareholders'
Common Stock Capital Earnings for Sale Equity
------------ ------- -------- -------- ------
<S> <C> <C> <C> <C> <C>

BALANCE, JANUARY 1, 1993 $ 197,778 $ 1,109,599 $ 5,623,914 $ - $ 6,931,291

Net income - - 729,885 - 729,885

Cash dividends ($.21
per share) - - (122,622) - (122,622)
------------ ------------ ------------- ------------- -------------

Balance, December 31, 1993 197,778 1,109,599 6,231,177 - 7,538,554

Net income - - 807,566 - 807,566

Cash dividends ($.23
per share) - - (138,445) - (138,445)

Net unrealized gain upon
adoption of FAS 115 on
January 1, 1994 16,256 16,256

Change in net unrealized
loss on securities available
for sale - - - (370,428) (370,428)
------------ ------------ ------------- ------------- -------------

Balance December 31, 1994 197,778 1,109,599 6,900,298 (354,172) 7,853,503

3-for-1 stock split (Note 14) 395,556 (395,556)

Net income 823,972 823,972

Cash dividends ($ .27
per share) (162,178) (162,178)

Change in net unrealized
loss on securities available
for sale - - - 317,144 317,144
------------ ------------ ------------- ------------- -------------

BALANCE, DECEMBER 31, 1995 $ 593,334 $ 1,109,599 $ 7,166,536 $ (37,028) $ 8,832,441
============ ============ ============= ============= =============
</TABLE>

See accompanying notes to consolidated financial
statements.
<PAGE>
<PAGE> F-5

PEOPLES BANCORP OF WASHINGTON
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 823,972 $ 807,566 $ 729,885
Adjustments to reconcile net income to net cash from operating activities
Cumulative effect of accounting change - - (68,000)
Depreciation 196,888 200,600 230,937
Provision for loan losses 67,500 120,000 144,000
Amortization and accretion on securities, net 31,573 71,754 79,259
Net realized gain on sales of securities (19,336) (9,543) (4,036)
Change in assets and liabilities
Accrued interest receivable (166,493) (17,004) 121
Other assets (187,158) 149,884 (109,121)
Accrued interest payable 44,451 (23,328) (54,057)
Other liabilities 126,363 (67,784) (110,597)
------------- ------------- -------------
Net cash from operating activities 917,760 1,232,145 838,391

CASH FLOWS FROM INVESTING ACTIVITIES
Net change in interest-bearing deposits in other financial institutions - 1,798,000 497,000
Purchases of securities available for sale (2,824,397) (2,493,593) -
Proceeds from sales of securities available for sale 2,515,279 3,931,984 -
Proceeds from paydowns and maturities of securities available for sale 993,577 1,573,824 -
Purchases of securities held to maturity - (3,452,611) (19,693,712)
Proceeds from sales of securities held to maturity - - 3,829,757
Proceeds from paydowns and maturities of securities held to maturity 2,345,151 4,044,214 15,130,642
Loans made to customers, net of payments collected (5,027,234) (5,659,726) (3,513,642)
Purchases of premises and equipment (486,570) (251,686) (88,750)
------------- ------------- -------------
Net cash from investing activities (2,484,194) (509,594) (3,838,705)

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposit accounts 1,083,920 (4,656,535) 996,176
Dividends paid (162,178) (138,445) (122,622)
Net change in short-term borrowings 1,950,000 1,300,000 250,000
Net change in repurchase agreements 244,540 621,634 2,915,439
Long-term debt - - 1,000,000
------------- ------------- -------------
Net cash from financing activities 3,116,282 (2,873,346) 5,038,993
------------- ------------- -------------

Net change in cash and cash equivalents 1,549,848 (2,150,795) 2,038,679

Cash and cash equivalents at beginning of year 3,079,893 5,230,688 3,192,009
------------- ------------- -------------

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 4,629,741 $ 3,079,893 $ 5,230,688
============= ============= =============

Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ 3,086,951 $ 2,515,111 $ 2,610,087
Income taxes 451,079 236,100 334,922
</TABLE>

See accompanying notes to consolidated financial
statements.<PAGE>
<PAGE> F-6

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business: The consolidated financial
statements include the accounts of Peoples Bancorp of
Washington ("Bancorp") and its wholly-owned subsidiary,
Peoples National Bank and Trust Company ("Bank"). Upon
consolidation, all significant intercompany accounts and
transactions have been eliminated. The Bancorp operates
primarily in the banking industry which accounts for more
than 90% of its revenues, operating income and assets.
The Bank is engaged in the business of commercial and
retail banking and trust services, with operations
conducted through its main office and 3 branches located
in Daviess County, Indiana. The majority of the Bank's
income is derived from commercial and retail business
lending activities and investments. Although the overall
loan portfolio is diversified, the repayment of existing
borrower obligations is highly dependent on the economy
of Daviess County and on the agricultural industry. The
majority of the Bank's loans are secured by specific
items of collateral including business assets, real
property and consumer assets.

Use of Estimates: Management must make estimates and
assumptions in preparing financial statements that affect
the amounts reported therein and the disclosures
provided. These estimates and assumptions may change in
the future and future results could differ. Estimates
that are more susceptible to change in the near term
include the allowance for loan losses and fair values of
certain securities.

Securities: The Bancorp classifies securities into held
to maturity and available for sale, categories. Held to
maturity securities are those which the Bancorp has the
positive intent and ability to hold to maturity, and are
reported at amortized cost. Available for sale
securities are those which the Bancorp may decide to sell
if needed for liquidity, asset-liability management, or
other reasons. Available for sale securities are
reported at fair value, with unrealized gains or losses
included as a separate component of equity, net of tax.

<PAGE>
<PAGE> F-7

Realized gains or losses are determined based on the
amortized cost of the specific security sold. Interest
and dividend income, adjusted by amortization of purchase
premium or discount, is included in earnings.

Loans: Interest on real estate, commercial and consumer
loans is accrued over the term of the loans based on the
principal outstanding. The recognition of interest income
is discontinued when, in management's judgment, the
interest will not be collectible in the normal course of
business. The Bank defers loan fees net of certain
direct loan origination costs. The net amount deferred
is reported in the balance sheet as part of loans and is
recognized into interest income over the term of the loan
using the level yield method.

The balance in the allowance and the amount of the annual
provision charged to expense are judgmentally determined
based upon a number of factors. Estimating the risk of
loss and the amount of loss on any loan is necessarily
subjective. Accordingly, the allowance is maintained by
management at a level considered adequate to cover losses
that are currently anticipated based on past loss
experience, general economic conditions, information
about specific borrower situations, including their
financial position and collateral values, and other
factors and estimates which are subject to change over
time. While management may periodically allocate
portions of the allowance for specific problem loan
situations, including impaired loans discussed below, the
whole allowance is available for any loan losses that
occur. Increases to the allowance are recorded by a
provision for possible loan losses charged to expense.
A loan is charged off by management as a loss when deemed
uncollectible, although collection efforts continue and
future recoveries may occur.

Effective January 1, 1995, the Bancorp adopted Financial
Accounting Standards No. 114 "Accounting by Creditors for
Impairment of Loan" (SFAS 114) and No. 118. Under these
standards, loans are considered impaired if full
principal or interest payments are not anticipated.
Impaired loans are carried at the present value of
expected cash flows discounted at the loan's effective
interest rate or at the fair value of the collateral if
the loan is collateral dependent. A portion of the
allowance for loan losses is allocated to impaired loans.
The effect of adopting these standards is included in the
1995 provision for loan losses, and was not material.
<PAGE>
<PAGE> F-8

The carrying value of impaired loans is periodically
adjusted to reflect cash payments, revised estimates of
future cash flows, and increases in the present value of
expected cash flows due to the passage of time. Cash
payments representing interest income are reported as
such and other cash payments are reported as reductions
in carrying value. Increases or decreases in carrying
value due to changes in estimates of future payments or
the passage of time are reported as reductions or
increases in the provision for loan losses. Management
evaluates all loans selected for specific review during
their analysis of the allowance for loan losses for
impairment. Generally, that analysis does not consider
small balance consumer credits or one to four family
residential real estate loans which are evaluated
collectively for impairment. In general, loans
classified as doubtful or loss are considered impaired
while loans classified as substandard are individually
evaluated for impairment. Depending on the relative size
of the credit relationship, late or insufficient payments
of 30 to 90 days will cause management to reevaluate the
credit under its normal evaluation procedures.

Premises, Furniture and Equipment: Premises, furniture
and equipment are stated at cost less accumulated
depreciation. Depreciation is computed, principally,
using the straight line method for premises and the
declining-balance method for furniture and equipment
based on the estimated useful lives of the assets.
Maintenance and repairs are expensed and major
improvements are capitalized.

Other Real Estate: Real estate acquired through
foreclosure or acceptance of a deed in lieu of
foreclosure is recorded at the lower of cost (fair value
at date of foreclosure) or fair value less estimated
selling costs. Expenses incurred in carrying other real
estate are charged to operations as incurred.

Income Taxes: Effective January 1, 1993, the Bancorp
adopted Financial Accounting Standard No. 109,
"Accounting For Income Taxes", which requires an asset
and liability approach to financial accounting and
reporting for income taxes. Deferred tax liabilities and
assets are determined at each balance sheet date. They
are measured by applying enacted tax laws to future
taxable income or expense resulting from differences in
the financial statement and tax basis of
<PAGE>
<PAGE> F-9

assets and liabilities. Valuation allowances are
established when necessary to reduce deferred tax assets
to the amount expected to be realized. Income tax expense
is the tax payable or refundable for the period plus or
minus the change during the period on deferred tax assets
and liabilities.

Statement of Cash Flows: For purposes of this statement,
cash and cash equivalents is defined to include cash on
hand and amounts due from other banks. The Bank reports
net cash flows for customer loan transactions, deposit
transactions, deposits made with other financial
institutions and short-term borrowings.

Financial Statement Presentation: Certain items in the
1994 and 1993 financial statements have been reclassified
to correspond with the 1995 presentation.

<PAGE>
<PAGE> F-10

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 2 - SECURITIES

The amortized cost and fair value of securities are as
follows at December 31:

<TABLE>
<CAPTION>
1 9 9 5
-------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>

AVAILABLE FOR SALE
- ------------------
U.S. Treasury and government
agency securities $ 7,990 $ - $ (58) $ 7,932
Obligations of states
and political subdivisions 2,171 1 - 2,172
Mortgage-backed securities 3,858 - (70) 3,788
Other securities 16 71 - 87
------------- ------------- -------------- -------------

$ 14,035 $ 72 $ (128) $ 13,979
============= ============= ============== =============

HELD TO MATURITY
- ----------------
U.S. Treasury and government
agency securities $ 5,037 $ - $ (86) $ 4,951
Obligations of states
and political subdivisions 4,603 14 - 4,617
Mortgage-backed securities 1,115 6 (21) 1,100
Collateralized mortgage
obligations and other
asset-backed securities 320 1 - 321
------------- ------------- -------------- -------------

$ 11,075 $ 21 $ (107) $ 10,989
============= ============= ============== =============
</TABLE>

<PAGE>
<PAGE> F-11

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 2 - SECURITIES (Continued)

<TABLE>
<CAPTION>
1 9 9 4
-------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>

AVAILABLE FOR SALE
- ------------------
U.S. Treasury and government
agency securities $ 6,001 $ - $ (211) $ 5,790
Mortgage-backed securities 4,072 6 (332) 3,746
Other securities 281 - - 281
------------- ------------- -------------- -------------

$ 10,354 $ 6 $ (543) $ 9,817
============= ============= ============== =============

HELD TO MATURITY
- ----------------
U.S. Treasury and government
agency securities $ 9,075 $ - $ (494) $ 8,581
Obligations of states
and political subdivisions 6,773 10 (221) 6,562
Mortgage-backed securities 1,489 20 (64) 1,445
Other securities 461 3 - 464
------------- ------------- -------------- -------------

$ 17,798 $ 33 $ (779) $ 17,052
============= ============= ============== =============
</TABLE>

Gross gains of $21,952, $12,183 and $4,036 and gross
losses of $2,656, $2,640 and $0 were realized on sales of
securities during 1995 and 1994 and 1993.

During December 1995, securities with an amortized cost
of $4,336,047 and a net unrealized loss of $24,811 were
transferred from held to maturity to available for sale
in accordance with the Financial Accounting Standards
Board Special Report on implementation of FAS 115.
<PAGE>
<PAGE> F-12

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 2 - SECURITIES (Continued)

The amortized cost and fair value of securities at
December 31, 1995, by contractual maturity, are shown
below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
Available for Sale Held to Maturity
------------------ ----------------
Amortized Fair Amortized Fair
Cost Value Cost Value
---- ----- ---- -----
<S> <C> <C> <C> <C>

Due in one year or less $ 2,270 $ 2,261 $ 1,383 $ 1,380
Due after one year through five years 7,056 7,006 7,850 7,779
Due after five years through ten years 835 837 407 409
Due after ten years - - - -
----------- ----------- ----------- -----------
Subtotal 10,161 10,104 9,640 9,568
Mortgage-backed securities 3,858 3,788 1,115 1,100
Other securities 16 87 320 321
----------- ----------- ----------- -----------

$ 14,035 $ 13,979 $ 11,075 $ 10,989
=========== =========== =========== ===========
</TABLE>

Securities with a carrying value of $9,261,442 and
$12,495,986 at December 31, 1995 and 1994 were pledged to
secure public deposits, Federal Home Loan Bank advances
and for other purposes required or permitted by law.

NOTE 3 - LOANS

Loans as presented on the balance sheet are comprised of
the following:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>

Commercial loans $ 10,062 $ 8,567
Agricultural production 3,277 3,574
Real estate loans ($6,880 and $6,030 secured by farm land) 37,486 34,974
Consumer loans 7,259 5,876
Lease financing 676 783
----------- -----------
Total loans $ 58,760 $ 53,774
=========== ===========
/TABLE
<PAGE>
<PAGE> F-13

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 3 - LOANS (Continued)

Lease financing consists of the following:

Minimum lease payments receivable $ 718 $ 883
Unguaranteed residual value 147 147
Less: Unearned lease income (189) (247)
------------ ------------

Total lease financing $ 676 $ 783
============ ============
</TABLE>

Minimum lease payments are receivable as follows at
December 31, 1995:

<S> <C>
1996 $ 166
1997 113
1998 76
1999 76
2000 76
2001 and thereafter 211
----------

Total $ 718
==========
</TABLE>

Nonperforming loans at December 31:

Nonaccruing loans $ 290 $ 322
Accruing loans past due 90 days or more 6 38
Restructured loans other than nonaccrual 122 141
---------- ----------

Total $ 418 $ 501
========== ==========
</TABLE>
<PAGE>
<PAGE> F-14

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 3 - LOANS (Continued)

The Bank has entered into loan transactions with its
executive officers, certain directors and principal
shareholders. A schedule of aggregate activity in those
loans, when total customer borrowings exceed $60,000,
follows:
<TABLE>
<CAPTION>
1995
----
<S> <C>

Balance, January 1, 1995 $ 1,249
Additions 1,499
Collected (1,608)
-----------

Balance, December 31, 1995 $ 1,140
==========
</TABLE>

Total loans serviced for the Federal Home Loan Mortgage
Corporation were $3,793,494 at December 31, 1995 and
$3,255,527 at December 31, 1994. These loans are not
reflected on the consolidated balance sheet.
<PAGE>
<PAGE> F-15

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

The activity in the allowance for loan losses is as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>

Balance, January 1 $ 933 $ 810 $ 634
Provision charged to operations 68 120 144
Loans charged off (56) (10) (16)
Recoveries on loans previously charged off 15 13 48
----------- ----------- -----------
Balance, December 31 $ 960 $ 933 $ 810
=========== =========== ===========
</TABLE>
The balance of impaired loans was $391,151 at December
31, 1995. Allowance for loan loss allocations related to
those impaired loans were $141,807.

The average balance of impaired loans for 1995 was
$409,667. Interest income recognized on impaired loans
during 1995 was $7,446, all of which was received in
cash. Nonaccrual loans at December 31, 1995 included
$282,577 in loans that were also considered impaired,
which amount is also included in the amount of impaired
loans disclosed above.

NOTE 5 - PREMISES, FURNITURE AND EQUIPMENT

A summary of premises, furniture and equipment by major
category follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>

Land and buildings $ 2,506 $ 2,112
Furniture and equipment 1,501 1,418
----------- -----------
4,007 3,530
Accumulated depreciation (2,332) (2,144)
----------- -----------

Premises, furniture and equipment, net $ 1,675 $ 1,386
=========== ===========
</TABLE>
NOTE 6 - INTEREST-BEARING DEPOSITS

Interest-bearing deposits issued in denominations of
$100,000 or greater totaled $5,876,741 and $4,335,925 at
December 31, 1995 and 1994. Interest expense on such
deposits for 1995, 1994 and 1993 was $320, $204 and $251.<PAGE>
<PAGE> F-16

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 7 - REPURCHASE AGREEMENTS AND SHORT-TERM BORROWINGS

The Bank uses repurchase agreements and short-term
borrowings, primarily federal funds purchased, as funding
sources. Repurchase agreements are, essentially,
borrowings from customers secured by a pledge of
securities. Bancorp retains possession of and control
over such securities. Information regarding repurchase
agreements and short-term borrowings at and for the years
ended December 31, 1995 and 1994 is as follows:

Average balance during the year
Repurchase agreements $ 7,273 $ 4,960
Short-term borrowings 1,717 1,538

Average rate paid during the year
Repurchase agreements 5.23% 3.26%
Short-term borrowings 6.21 4.60

Maximum month end balance
Repurchase agreements $ 10,353 $ 8,010
Short-term borrowings 4,600 4,800

Weighted average interest rate at year end
Repurchase agreements 4.56% 5.62%
Short-term borrowings 5.74 4.75
</TABLE>

NOTE 8 - LONG-TERM DEBT

Long-term debt outstanding consists of the following at December 31:

Federal Home Loan Bank advances: interest payable monthly
at 4.51%; principal due at maturity on October 15, 1996;
secured by certain investment securities. $ 500 $ 500

Federal Home Loan Bank advances: interest payable monthly
at 6.28%; principal due at maturity on August 8, 2000;
secured by certain investment securities. 500 500
---------- ----------

Total long-term debt $ 1,000 $ 1,000
========== ==========
</TABLE>
<PAGE>
<PAGE> F-17

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 9 - INCOME TAXES

Income taxes consist of the following:

Current payable $ 468 $ 409 $ 358
Deferred income tax benefit (8) (33) (24)
------------ ------------ ------------

Total income taxes $ 460 $ 376 $ 334
============ ============ ============
</TABLE>

The following is a reconciliation of income taxes and the amount
computed by applying the statutory federal income tax rates of 34% to
income before income taxes:

Statutory rate applied to income before income taxes $ 436 $ 402 $ 339
Add (deduct)
Tax exempt interest income (79) (86) (70)
State income tax, net 76 69 59
Effect of graduated rates and other 27 (9) 6
------------ ------------ ------------

Total income taxes $ 460 $ 376 $ 334
============ ============ ============
</TABLE>

The net deferred tax asset reflected in the consolidated balance sheet
is composed of the following:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>

Deferred tax assets from
Loan loss provision $ 267 $ 244
Pension expense 36 40
Unrealized loss on securities available for sale 19 182
Nonaccrual loan interest 14 -
Accrued expenses 25 16
Other 27 17
------------ ------------
388 499
Deferred tax liabilities for:
Depreciation expense (58) (44)
Leases (146) (118)
Other (9) (7)
------------ ------------
(213) (169)

Valuation allowance for deferred tax assets - -
------------ ------------
$ 175 $ 330

============ ============
/TABLE
<PAGE>
<PAGE> F-18
PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 10 - EMPLOYEE BENEFIT PLANS

The Bank has a noncontributory defined benefit pension plan covering
substantially all employees. The Bank's funding policy is to
contribute the minimum amount required by applicable IRS
regulations. Plan assets consist primarily of U.S. Treasury bonds,
corporate bonds and other various marketable equity securities.

The following sets forth the Plan's funded status and amount
recognized in the balance sheet at December 31 (amounts computed as
of November 30th for 1995 and 1994):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Actuarial present value of obligations:
Accumulated benefit obligation, including vested benefits
of $494 and $451 $ 496 $ 455
=========== ============
Plan assets at fair value $ 809 $ 644
Projected benefit obligation for
service rendered to date (749) (697)
Unrecognized loss 89 194
Prior service cost not yet recognized (14) (15)
Unrecognized transition asset (176) (198)
----------- ------------
Accrued pension liability $ (41) $ (72)
=========== ============
</TABLE>

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net pension expense included the following:
Service cost-benefits earned $ 32 $ 45 $ 34
Interest cost on projected benefit obligation 57 51 48
Actual return on plan assets (135) 11 (50)
Net amortization and deferral 65 (62) 2
----------- ----------- -----------
Net pension expense $ 19 $ 45 $ 34
=========== =========== ===========
</TABLE>
The weighted-average discount rate used in determining the actuarial
present value of projected benefit obligation was 8.25% in 1995 and
1994 and 7% in 1993. Additionally, the rate of increase in future
compensation assumed was 5% for each year. The expected long-term
rate of return on plan assets was 8.25% in 1995 and 1994 and 7.5% in
1993.

The Bank has a 401(k) defined contribution retirement plan in which
substantially all employees may participate. The Bank matches
employees' contributions at the rate of 50 percent on the first 8
percent of participant's salary contributions. The Bank's total
401(k) contributions were $20,168, $21,266 and $21,164 for 1995,
1994 and 1993.
<PAGE>
<PAGE> F-19

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 11 - CAPITAL RESTRICTIONS

The Bank and the Bancorp are subject to regulations which require
the maintenance of certain capital levels and, as a result, limit
the amount of dividends which may be paid by the companies. The
Bank is regulated by the Comptroller of the Currency, while the
Bancorp is regulated by the Federal Reserve Board. The most
restrictive of the regulations limits the amount of dividends the
Bank may pay to the Bancorp in a single year without approval by the
Comptroller of the Currency to the balance of retained net profits
of the most recent two years. Additionally, the Bank must maintain
a minimum leverage capital to asset ratio at a level defined by
banking regulators. These requirements pose no practical
restrictions on the Bancorp or Bank to pay dividends at historical
levels.

NOTE 12 COMMITMENTS AND CONTINGENT LIABILITIES

In the ordinary course of business, the Bank has loans, commitments
and contingent liabilities, such as guarantees and commitments to
extend credit, which are not reflected in the consolidated balance
sheets. The Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to make loans and standby letters of credit is
represented by the contractual amount of those instruments. The
Bank uses the same credit policy to make such commitments as it uses
for on-balance sheet items.

At December 31, off-balance sheet financial instruments whose
contract amount represents credit risk are summarized as follows:

1995 1994
---- ----

Commitments to extend credit $ 8,435 $ 8,954
Standby letters of credit 268 465

The commitments to extend credit are predominantly available
balances on commercial and consumer lines of credit which are mainly
variable rate agreements. Since many commitments to make loans
expire without being used, the amount does not necessarily represent
future cash commitments. Collateral obtained upon exercise of the
commitment is determined using management's credit evaluation of the
borrower, and may include accounts receivable, inventory, property,
land and other items.

The Bank leases branch facilities and equipment under operating
leases expiring in various years through 1999. Lease rental expense
was $20,773, $19,132, and $18,641 for 1995, 1994 and 1993.

The cash balance required to be maintained on hand or on deposit
with the Federal Reserve was $474,000 and $490,000 at December 31,
1995 and 1994. These reserves do not earn interest.
<PAGE>
<PAGE> F-20
PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 13- DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value and estimated fair value of the Bancorp's
financial instruments as of December 31, 1995 are as follows:

<TABLE>
<CAPTION>
Carrying Fair
Value Value
----- -----
<S> <C> <C>

Financial assets:
Cash and short-term investments $ 4,730 $ 4,730
Securities 25,054 24,968
Loans, less allowance for loan losses 57,800 57,870
Accrued interest receivable 928 928

Financial liabilities:
Deposits 67,974 67,772
Short-term borrowings 12,404 12,404
Long-term debt 1,000 1,011
Accrued interest payable 237 237
</TABLE>

The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is
practicable to estimate that value:

CASH AND SHORT-TERM INVESTMENTS: For those short-term instruments,
the carrying amount is a reasonable estimate of fair value.

SECURITIES: For securities, fair value equals quoted market price
or dealer quotes, if available. If a quoted market price is not
available, fair value is estimated using quoted market prices for
similar instruments.

LOANS: For commercial, real estate, consumer and other loans, fair
value is estimated by discounting future cash flows using the
current rates at which similar loans would be made to borrowers with
similar credit ratings and for the same remaining maturities.

DEPOSITS: The fair value of demand deposits, savings accounts, and
certain money market deposits is the amount payable on demand at the
reporting date. The fair value of fixed-maturity certificates of
deposit is estimated using the rates currently offered for deposits
of similar remaining maturities.

SHORT-TERM BORROWINGS: For short-term borrowings, which are
generally over-night agreements, the carrying amount is a reasonable
estimate of fair value.

LONG-TERM DEBT: Rates currently available to the Bank for debt with
similar terms and remaining maturities are used to estimate fair
value of existing debt.
<PAGE>
<PAGE> F-21

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 13 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
(Continued)

ACCRUED INTEREST: For these short-term assets/liabilities, the
carrying amount is a reasonable estimate of fair value.

COMMITMENTS TO EXTEND CREDIT, STANDBY LETTERS OF CREDIT, AND
FINANCIAL GUARANTEES WRITTEN: The estimated fair value for
off-balance sheet loan commitments approximates carrying value and
are not considered significant to this presentation.

While these estimates of fair value are based on management's
judgment of the most appropriate factors, there is no assurance that
were the Bancorp to have disposed of such items at December 31,
1995, the estimated fair values would necessarily have been achieved
at that date, since market values may differ depending on various
circumstances. The estimated fair values at December 31, 1995
should not necessarily be considered to apply at subsequent dates.

In addition, other assets and liabilities of the Bancorp that are
not defined as financial instruments are not included in the above
disclosures, such as property and equipment. Also, non-financial
instruments typically not recognized in financial statements,
nevertheless may have value, but are not included in the above
disclosures. These include, among other items, the estimated
earnings power of core deposit accounts, the earnings potential of
the Bank's trust department, the trained work force, customer
goodwill, and similar items.

NOTE 14 - PER SHARE DATA

In June 1995, the shareholders approved an increase in authorized
common stock from 400,000 shares to 1,200,000 shares. Also, in June
1995, the Board of Directors authorized a 3-for-1 stock split
effected in the form of a stock dividend. Earnings and dividend per
share amounts have been retroactively restated for the stock split.
The weighted-average number of shares used in calculating earnings
and dividends per share amounts was 593,334 for 1995, 1994 and 1993.

<PAGE>
<PAGE> F-22
PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995 and 1994
(Table Dollar Amounts in Thousands)

NOTE 15- PARENT COMPANY FINANCIAL STATEMENTS

Presented below are the condensed balance sheets and
statements of income and cash flows for the parent
Company:

CONDENSED BALANCE SHEETS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
ASSETS
Cash on deposit with subsidiary $ 61 $ 55
Securities available for sale 87 16
Investment in bank subsidiary 8,764 7,826
Other assets 4 6
--------------- ---------------

$ 8,916 $ 7,903
=============== ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities $ 84 $ 49

Shareholders' equity
Common stock 593 198
Additional paid-in capital 1,110 1,110
Retained earnings 7,166 6,900
Net unrealized loss on securities available-for-sale (37) (354)
--------------- ---------------
8,832 7,854
--------------- ---------------
$ 8,916 $ 7,903
=============== ===============
</TABLE>

CONDENSED STATEMENTS OF INCOME
Years ended December 31, 1995, 1994 and 1993

OPERATING INCOME
Dividend income $ 154 $ 115 $ 130
Other income 5 5 2
-------------- -------------- --------------
Total operating income 159 120 132

OPERATING EXPENSES
Other expenses 4 2 4
-------------- -------------- --------------
Total operating expenses 4 2 4
-------------- -------------- --------------

INCOME BEFORE EQUITY IN UNDISTRIBUTED
EARNINGS OF SUBSIDIARY 155 118 128

Equity of undistributed earnings of subsidiary 669 690 602
-------------- -------------- --------------

NET INCOME $ 824 $ 808 $ 730
============== ============== ==============
/TABLE
<PAGE>
<PAGE> F-23

PEOPLES BANCORP OF WASHINGTON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
(Table Dollar Amounts in Thousands)

NOTE 15 - PARENT COMPANY FINANCIAL STATEMENTS (Continued)

CONDENSED STATEMENTS OF CASH FLOWS
Years ended December 31, 1995, 1994 and 1993

Cash flows from operating activities
Net income $ 824 $ 808 $ 730
Adjustments to reconcile net income to
net cash from operating activities
Equity in undistributed earnings
of subsidiary (669) (690) (602)
Changes in:
Other assets 2 3 3
Other liabilities 11 9 (1)
----------- ----------- -----------
Net cash provided by operating
activity 168 130 130

Cash flows from financing activities
Dividends paid (162) (138) (123)
----------- ----------- -----------

Net change in cash and cash equivalents 6 (8) 7

Cash and cash equivalents at beginning
of year 55 63 56
----------- ----------- -----------

Cash and cash equivalents at end of year $ 61 $ 55 $ 63
=========== =========== ===========
</TABLE>
<PAGE>
<PAGE> F-24
PEOPLES BANCORP OF WASHINGTON
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
---- ----
<S> <C> <C>

ASSETS

Cash and Cash Equivalents $ 2,794,489 $ 4,729,741
Securities available for sale 11,754,027 13,978,960
Securities held to maturity 7,370,271 11,075,302
Loans held for sale (net) 827,736 0.00
Total loans 66,402,439 58,759,678
Less: Allowance for loan losses (968,089) (959,510)
--------------- ---------------
Net loans 66,262,086 57,800,168
Non-marketable equity securities 380,700 381,000
Premises and equipment, net 1,592,404 1,675,199
Accrued interest receivable 1,126,272 928,341
Other assets 207,891 272,869
--------------- ---------------
Total assets $ 91,488,140 $ 90,841,580
=============== ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits $ 71,631,384 $ 67,973,569
Repurchase agreements 7,391,561 8,254,360
Short-term borrowings 1,000,000 4,150,000
Long term debt 1,500,000 1,000,000
Accrued interest payable 299,458 237,103
Accrued expenses and other liabilities 257,809 394,107
--------------- ---------------
Total liabilities 82,080,212 82,009,139

SHAREHOLDERS' EQUITY
Common stock 593,334 593,334
Additional paid-in capital 1,109,599 1,109,599
Retained earnings 7,776,812 7,166,536
Net unrealized loss on securities
available for sale (71,817) (37,028)
--------------- ---------------
Total shareholders' equity 9,407,928 8,832,441
--------------- ---------------
Total liabilities and
shareholders' equity $ 91,488,140 $ 90,841,580
=============== ===============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE> F-25

PEOPLES BANCORP OF WASHINGTON
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>

INTEREST INCOME
Loans, including related fees $ 1,518,632 $ 1,274,153 $ 4,334,153 $ 3,654,956
Securities 272,757 357,445 860,836 1,129,754
Other 8,713 13,660 15,999 13,892
---------------------------------------------------------
Total interest income 1,800,102 1,645,258 5,210,988 4,798,602

INTEREST EXPENSE
Deposits 675,979 655,662 1,946,489 1,851,619
Borrowings 106,195 152,814 329,756 452,376
---------------------------------------------------------
Total interest expense 782,174 808,476 2,276,245 2,303,995
---------------------------------------------------------

NET INTEREST INCOME 1,017,928 836,782 2,934,743 2,494,607
Provision for loan losses (12,600) (22,375) (37,800) (67,375)
---------------------------------------------------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,005,328 814,407 2,896,943 2,427,232

NONINTEREST INCOME
Service charges and fees 63,304 47,392 189,537 141,725
Gain/(loss) on securities 0 8,370 78 31,749
Other income 10,929 61,590 39,992 96,014
---------------------------------------------------------
Total noninterest income 74,233 117,352 229,607 269,488

Noninterest expense
Salaries and benefits 346,911 313,776 1,061,465 945,283
Occupancy and equipment, net 62,587 61,300 185,866 179,891
Equipment expense 57,751 60,033 145,759 179,600
Directors fees
Stationery and supplies
Other operating expenses 192,160 158,689 552,704 529,558
---------------------------------------------------------
Total noninterest expense 659,409 593,798 1,945,794 1,834,332
---------------------------------------------------------

Income before income taxes 420,152 337,961 1,180,756 862,388
Less: income taxes (159,605) (119,867) (445,880) (301,179)
---------------------------------------------------------
NET INCOME $ 260,547 $ 218,094 $ 734,876 $ 561,209
=========================================================

Earnings per share (Note 4) $ 0.44 $ 0.37 $ 1.24 $ 0.95

Average shares outstanding 593,334 593,334 593,334 593,334
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE> F-26

PEOPLES BANCORP OF WASHINGTON
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY

Balance January 1 $ 8,832,441 $ 7,853,503

Net income 734,876 561,209

Cash dividends ($.17 per share and
$.21 per share in 1995 and 1996) (124,600) (102,845)

Change in net unrealized
loss on securities available
for sale (34,789) 242,854
------------- -------------

Balance September 30 $ 9,407,928 $ 8,554,721
============= =============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE> F-27

PEOPLES BANCORP OF WASHINGTON
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30: 1996 1995
---- ----
<S> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES

Net income $ 734,876 $ 561,209
Adjustments to reconcile net income to net
cash from operating activities 5,251 (90,345)
------------- -------------
Net cash from operating activities 740,127 470,864

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from paydowns and maturities
of securities held to maturity 3,687,515 1,015,221
Proceeds from paydowns and maturities
of securities available for sale 2,680,140 853,495
Purchases of securities held to maturity 0 0
Purchases of securities available for sale (1,497,031) (2,249,766)
Sales of securities held to maturity 0 66,479
Sales of securities available for sale 990,938 2,520,591
Loans made, net of payments collected (8,499,718) (2,101,162)
Property and equipment expenditures (57,639) (467,185)
------------- -------------
Net cash from investing activities (2,695,795) (362,327)

CASH FLOWS FROM FINANCING ACTIVITIES

Net change in deposit accounts 3,657,815 (843,395)
Dividends paid (124,600) (102,845)
Net change in federal funds purchased (3,150,000) (325,000)
Net change in repurchase agreements (862,799) 547,768
FHLB advances 2,000,000 1,500,000
Repayment of FHLB advances (1,500,000) (500,000)
------------- -------------
Net cash from financing activities 20,416 276,528
------------- -------------

Net change in cash and cash equivalents (1,935,252) 385,065

Cash and cash equivalents at
beginning of period 4,629,741 3,079,893
------------- -------------

Cash and cash equivalents at end of period $ 2,694,489 $ 3,464,958
============= =============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE> F-28

PEOPLES BANCORP OF WASHINGTON
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996

Note 1 - Basis of Presentation

The consolidated financial statements include the
accounts of the Peoples Bancorp of Washington and its
wholly owned subsidiary Peoples National Bank and Trust
Company. Upon consolidation, all significant intercompany
accounts and transactions have been eliminated.

Note 2 - General

The financial statements were prepared in accordance with
the instructions for Form 10-QSB and, therefore, do not
include all of the disclosures necessary for a complete
presentation of financial position, results of operations
and cash flows in conformity with generally accepted
accounting principles. The September 30, 1995 and 1996
financial statements have been prepared on a basis
consistent with the annual financial statements and
include, in the opinion of management, all adjustments
which consist of only normal recurring adjustments,
necessary for a fair presentation of the results of
operations and financial position for and at the end of
such interim periods.

Note 3 - Proposed Acquisition of the Company

On September 27, 1996 the Company entered into a
definitive agreement to merge with German American
Bancorp. Pursuant to the agreement, each shareholder of
the Company's common stock would exchange their stock in
the Company for a specified number of shares of German
American Bancorp common stock. The exchange ratio will be
determined based upon the average price of German
American Bancorp's common stock during the period prior
to the effective date of the merger. Consummation of the
merger requires the approval of Peoples Bancorp
shareholders and various regulatory agencies.

<PAGE>
<PAGE> A-1
APPENDIX A
_______________________________________________________

AGREEMENT AND PLAN OF REORGANIZATION

by and among

PEOPLES BANCORP OF WASHINGTON
an Indiana corporation,

THE PEOPLES NATIONAL BANK AND TRUST COMPANY
a national banking association,

GERMAN AMERICAN BANCORP,
an Indiana corporation,

GERMAN AMERICAN HOLDINGS CORPORATION,
an Indiana corporation,

and

THE UNION BANK
an Indiana banking corporation.

_______________________________________________________

Dated: September 27, 1996<PAGE>
<PAGE> A-2
AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this
"Agreement") is made September 27, 1996, by and among
PEOPLES BANCORP OF WASHINGTON, an Indiana corporation
("Peoples"), THE PEOPLES NATIONAL BANK AND TRUST COMPANY,
a national banking association ("Peoples Bank"), GERMAN
AMERICAN HOLDINGS CORPORATION, an Indiana corporation
("GAHC"), GERMAN AMERICAN BANCORP, an Indiana corporation
("GERMAN AMERICAN"), and THE UNION BANK, an Indiana
banking corporation ("Union").

Recitals

A. Peoples is a corporation duly organized and
existing under the Indiana Business Corporation Law
("IBCL") that is duly registered with the Board of
Governors of the Federal Reserve System ("FRB") as a bank
holding company under the Bank Holding Company Act of
1956, as amended ("BHC Act"). Peoples owns all of the
outstanding capital stock of Peoples Bank. The principal
place of business of Peoples is Washington, Daviess
County, Indiana.

B. Peoples Bank is a national banking association
duly organized and existing under the National Bank Act,
chartered by the Office of the Comptroller of the
Currency ("OCC"), with its principal banking office
located in Washington, Daviess County, Indiana.

C. German American is a corporation duly organized
and existing under the IBCL and that is duly registered
as a bank holding company under the BHC Act. German
American owns all of the outstanding capital stock of
GAHC and Union. The principal place of business of
German American is Jasper, Dubois County, Indiana.

D. GAHC is a corporation duly organized and
existing under the IBCL and that is duly registered as a
bank holding company under the BHC Act with its principal
place of business in Jasper, Dubois County, Indiana.
GAHC owns all of the outstanding stock of Community Trust
Bank, which is not a party hereto.

E. Union is a banking corporation duly organized
and existing under The Indiana Financial Institutional
Act ("IFIA"), chartered by the Indiana Department of
Financial Institutions ("DFI"), with its principal
banking office in Loogootee, Martin County, Indiana.

<PAGE>
<PAGE> A-3

F. The parties desire to effect a transaction
whereby Union will be merged with and into Peoples Bank
and simultaneously Peoples will be merged with and into
GAHC.

AGREEMENTS

In consideration of the premises and the mutual
terms and provisions set forth in this Agreement, the
parties agree as follows.

ARTICLE ONE
TERMS OF THE MERGERS & CLOSING

SECTION 1.01. THE HOLDING COMPANY MERGER. Pursuant
to the terms and provisions of this Agreement, the IBCL
and the Plan of Merger attached hereto as Appendix A and
incorporated herein by reference (the "Holding Company
Plan of Merger"), Peoples shall merge with and into GAHC
(the "Holding Company Merger") simultaneously with the
Bank Merger (as defined below). Peoples shall be the
"Merging Holding Company" in the Holding Company Merger
and its corporate identity and existence, separate and
apart from GAHC, shall cease on consummation of the
Holding Company Merger. GAHC shall be the "Surviving
Holding Company" in the Holding Company Merger, and its
name shall not be changed pursuant to the Holding Company
Merger.

SECTION 1.02. EFFECT OF THE HOLDING COMPANY MERGER.
The Holding Company Merger shall have all the effects
provided by the IBCL.

SECTION 1.03. THE HOLDING COMPANY MERGER -
CONVERSION OF SHARES.

(a) At the Effective Time (as defined below):

(i) Each of the not more than 593,334 shares
of common stock, $1.00 stated value, of Peoples
("Peoples Common") that are issued and outstanding
immediately prior to the Effective Time shall
thereupon and without further action be converted
into shares of common stock, $10 par value, of
German American ("German American Common") at the
Exchange Ratio which shall be calculated as set
forth in this Section 1.03(a)(i). Peoples's
shareholders of record at the time the Merger shall
become effective, for the shares of Peoples Common
then held by them, respectively, shall be allocated
and entitled to receive (upon surrender

<PAGE>
<PAGE> A-4

of certificates representing said shares for
cancellation) shares of German American Common,
which total number of shares of German American
Common shall have a value (as hereinafter
determined) of $21,100,000 subject, however, to (A)
the provisions of this Section 1.03(a) with respect
to the minimum and maximum exchange ratio and
number of shares to be exchanged, (B) the anti-
dilution provisions of Section 1.03(f) of this
Agreement, and (C) the provisions of this Section
1.03(b) with respect to fractional shares. The
consideration payable to Peoples shareholders
hereunder is sometimes hereafter referred to as the
"Merger Consideration."

For purposes of establishing the number of
shares of German American Common into which each
share of Peoples Common shall be converted at the
Effective Time(the "Exchange Ratio"), each share of
German American Common shall be valued at the
average of the lowest closing asked prices and
highest closing bid prices of German American
Common as reported by the NASDAQ National Market
System for each of the ten consecutive business
days that end on the second business day preceding
the Closing Date (as defined by Section 1.09
hereof) (the "Valuation Period"). Such value shall
then be divided into the sum of $21,100,000 to
establish (to the nearest whole share) the
aggregate number of shares of German American
Common into which all of the then issued and
outstanding shares of Peoples Common (which shall
be not more than 593,334 shares) shall be converted
at the Effective Time, which number of shares of
German American Common shall then be divided by
593,334, with the quotient therefrom (carried to
the fourth figure past the decimal point) being the
number of shares of German American Common into
which each share of Peoples Common shall be
converted at the Effective Time; provided, however,
that in no event shall the total number of shares
of German American Common into which the 593,334
shares of Peoples Common shall be converted be more
than 659,375 shares or fewer than 586,111 shares;
and provided further, that in no event will the
Exchange Ratio be more than 1.1113 or less than
0.9878 shares of German American Common for each of
the 593,334 shares of Peoples Common. The maximum
and minimum Exchange Ratio, and the maximum and
minimum number of
<PAGE>
<PAGE> A-5

shares of German American Common for which the
593,334 shares of Peoples Common shall be exchanged
shall be subject to adjustment in accordance with
the anti-dilution provisions of Section 1.03(f) of
this Agreement.

(ii) The shares of German American Common
issued and outstanding immediately prior to the
Effective Time shall continue to be issued and
outstanding shares of German American.

(b) No fractional shares of German American Common
shall be issued and, in lieu thereof, holders of shares
of Peoples Common who would otherwise be entitled to a
fractional share interest (after taking into account all
shares of Peoples Common held by such holder) shall be
paid an amount in cash equal to the product of such
fractional share and the average of the highest bid and
the lowest asked price of a share of German American
Common as quoted on the NASDAQ National Market System on
the last day of the Valuation Period.

(c) At the Effective Time, all of the outstanding
shares of Peoples Common, by virtue of the Holding
Company Merger and without any action on the part of the
holders thereof, shall no longer be outstanding and shall
be canceled and retired and shall cease to exist, and
each holder of any certificate or certificates which
immediately prior to the Effective Time represented
outstanding shares of Peoples Common (the "Certificates")
shall thereafter cease to have any rights with respect to
such shares, except the right of such holders to receive,
without interest, the Merger Consideration upon the
surrender of such Certificate or Certificates in
accordance with Section 1.08.

(d) At the Effective Time, each share of Peoples
Common, if any, held in the treasury of Peoples or by any
direct or indirect subsidiary of Peoples (other than
shares held in trust accounts for the benefit of others
or in other fiduciary, nominee or similar capacities)
immediately prior to the Effective Time shall be
cancelled.

(e) At the Effective Time, the shares of common
stock of Peoples Bank outstanding immediately prior to
the Effective Time shall be unchanged by the Holding
Company Merger and shall be deemed owned by the Surviving
Holding Company.

<PAGE>
<PAGE> A-6

(f) If (i) German American shall declare a stock
dividend or other distribution of property or securities
(other than a cash dividend) upon its shares of common
stock or shall subdivide, split up, reclassify or combine
its shares of common stock, and (ii) the record date for
such transaction is prior to the date on which the
Effective Time occurs, appropriate adjustment or
adjustments will be made in the maximum and minimum total
number of shares of German American Common for which the
593,334 shares of Peoples Common are to be exchanged and
in the maximum and minimum ratio of shares of German
American Common to be exchanged for each share of Peoples
Common.

(g) If any holders of Peoples Common dissent from
the Holding Company Merger and demand dissenters' rights
under the IBCL, any issued and outstanding shares of
Peoples Common held by such dissenting holders shall not
be converted as described in this Section 1.03 but shall
from and after the Effective Time represent only the
right to receive such consideration as may be determined
to be due to such dissenting holders pursuant to the
IBCL; provided, however, that each share of Peoples
Common outstanding immediately prior to the Effective
Time and held by a dissenting holder who shall, after the
Effective Time, withdraw his demand for dissenters'
rights or lose his right to exercise dissenters' rights
shall have only such rights as provided under the IBCL.

SECTION 1.04. THE BANK MERGER. Pursuant to the
terms and provisions of this Agreement, the National Bank
Act, the IFIA, and the Plan of Merger attached hereto as
Appendix B and incorporated herein by reference (the
"Bank Plan of Merger"), and simultaneously with the
Holding Company Merger, Union shall merge with and into
Peoples Bank (the "Bank Merger"). Union shall be the
"Merging Bank" in the Bank Merger and its corporate
identity and existence, separate and apart from Peoples
Bank, shall cease on consummation of the Bank Merger.
Peoples Bank shall be the "Surviving Bank" and shall
continue its corporate existence under its charter under
the provisions of the National Bank Act, and the name of
Peoples Bank shall not be changed.

SECTION 1.05. EFFECT OF THE BANK MERGER. The Bank
Merger shall have all of the effects provided by the
National Bank Act and the IFIA.

<PAGE>
<PAGE> A-7

SECTION 1.06. THE BANK MERGER - NO CONVERSION OF
SHARES. At the Effective Time (as defined below), the
shares of Peoples Bank that were issued and outstanding
immediately prior to the Bank Merger shall continue to be
issued and outstanding, and the shares of Union shall be
cancelled.

SECTION 1.07. THE CLOSING. The closing of the
Mergers (the "Closing") shall take place at the offices
of Leagre & Barnes (or at such other place as the parties
may agree) at 9:00 A.M. Eastern Standard Time on the
Closing Date described in Section 1.09 of this Agreement.

SECTION 1.08. EXCHANGE PROCEDURES; SURRENDER OF
CERTIFICATES.

(a) The German American Bank shall act as Exchange
Agent in the Holding Company Merger (the "Exchange
Agent").

(b) As soon as reasonably practicable but in no
event more than five days after the Effective Time, the
Exchange Agent shall mail to each record holder of any
Certificate or Certificates whose shares were converted
into the right to receive the Merger Consideration, a
letter of transmittal (which shall specify that delivery
shall be effected, and risk of loss and title to the
Certificates shall pass, only upon proper delivery of the
Certificates to the Exchange Agent and shall be in such
form and have such other provisions as German American
may reasonably specify) (each such letter the "Merger
Letter of Transmittal") and instructions for use in
effecting the surrender of the Certificates in exchange
for the Merger Consolidation. As soon as reasonably
practical but in no event more than five days after
surrender to the Exchange Agent of a Certificate,
together with a Merger Letter of Transmittal duly
executed and any other required documents, the Exchange
Agent shall transmit to the holder of such Certificate
the Merger Consideration. No interest on the Merger
Consideration issuable upon the surrender of the
Certificates shall be paid or accrued for the benefit of
holders of Certificates. If the Merger Consideration is
to be issued to a person other than a person in whose
name a surrendered Certificate is registered, it shall be
a condition of issuance that the surrendered Certificate
shall be properly endorsed or otherwise in proper form
for transfer and that the person requesting such issuance
shall pay to the Exchange Agent any required transfer
<PAGE>
<PAGE> A-8

or other taxes or establish to the satisfaction of the
Exchange Agent that such tax has been paid or is not
applicable. German American reserves the right in all
cases to require that a surety bond on terms and in an
amount satisfactory to German American be provided to
German American at the expense of the Peoples shareholder
in the event that such shareholder claims loss of a
Certificate and requests that German American waive the
requirement for surrender of such Certificate.

(c) No dividends that are otherwise payable on
shares of German American Common constituting the Merger
Consideration shall be paid to persons entitled to
receive such shares of German American Common until such
persons surrender their Certificates. Upon such
surrender, there shall be paid to the person in whose
name the shares of German American Common shall be issued
any dividends which shall have become payable with
respect to such shares of German American Common (without
interest and less the amount of taxes, if any, which may
have been imposed thereon), between the Effective Time
and the time of such surrender.

SECTION 1.09. THE CLOSING DATE. The Closing shall
take place on January 31, 1997 or, if later, on the last
business day of the month during which each of the
conditions in Sections 6.01(d) and 6.02(d) is satisfied
or waived by the appropriate party, or on such later or
earlier date as Peoples and German American may agree
(the "Closing Date"). The Bank Merger shall be effective
upon the issuance of a certificate of merger by the OCC
under the National Bank Act and the Holding Company
Merger shall be effective upon the filing of Articles of
Merger with the Secretary of State of the State of
Indiana (the "Effective Time"). The parties shall use
their best efforts to cause the Effective Time of both
Mergers to occur as soon as practicable after the Closing
Date.

SECTION 1.10. ACTIONS AT CLOSING.

(a) At the Closing, Peoples shall deliver to German
American:

(i) a certified copy of the Articles of
Incorporation and Bylaws of Peoples, as amended,
and a certified copy of the Articles of Association
and Bylaws of Peoples Bank, as amended;

<PAGE>
<PAGE> A-9

(ii) a certificate or certificates signed by
the chief executive officer of Peoples and Peoples
Bank stating, to the best of his knowledge and
belief, after due inquiry, that (A) each of the
representations and warranties contained in Article
Two hereof is true and correct in all material
respects at the time of the Closing with the same
force and effect as if such representations and
warranties had been made at Closing, and
(B) Peoples and Peoples Bank have performed and
complied in all material respects, unless waived by
German American, with all of their obligations and
agreements required to be performed hereunder prior
to the Closing Date;

(iii) certified copies of the resolutions of
Peoples's Board of Directors and shareholders,
approving and authorizing the execution of this
Agreement and the Plan of Merger and authorizing
the consummation of the Holding Company Merger;

(iv) a certified copy of the resolutions
Peoples Bank's Board of Directors and shareholder,
as required for valid approval of the execution of
the Agreement and the consummation of the Bank
Merger;

(vi) a certificate of the Indiana Secretary of
State, dated a recent date, stating that Peoples is
duly organized and exists under the IBCL;

(vii) a certificate of the OCC, dated a recent
date, stating that Peoples Bank is duly organized
and exists under the laws of the United States of
America; and

(viii) the legal opinion of Krieg, DeVault,
Alexander & Capehart, counsel for Peoples, to the
effect set forth as Exhibit 1.10(a)(vii).

(b) At the Closing, German American shall deliver
to Peoples:

(i) a certificate signed by the Chief
Executive Officer of German American stating, to
the best of his knowledge and belief, after due
inquiry, that (A) each of the representations and
warranties contained in Article Three is true and
correct in all material respects at the time of the
Closing with the same force and effect as if
<PAGE>
<PAGE> A-10

such representations and warranties had been made
at Closing and (B) German American and Union have
performed and complied in all material respects,
unless waived by Peoples, with all of its
obligations and agreements required to be performed
hereunder prior to the Closing Date;

(ii) a certified copy of the resolutions of
German American's Board of Directors authorizing
the execution of this Agreement;

(iii) a certified copy of the resolutions of
GAHC's Board of Director's authorizing the
execution of this Agreement and the consummation of
the Holding Company Merger.

(iv) a certified copy of the resolutions of
Union's Board of Directors and shareholder, as
required for valid approval of the execution of
this Agreement and the consummation of the Bank
Merger;

(v) the legal opinion of Leagre & Barnes,
counsel for German American, in the form attached
hereto as Exhibit 1.10(b)(v); and

(vi) certificates of the Indiana Secretary of
State, dated a recent date, stating that German
American and GAHC exist under the IBCL and that
Union exists under the IFIA.

(c) At the Closing, the parties shall insert the
Exchange Ratio determined in accordance with Section 1.03
of this Agreement into the Plan of Merger, and shall
execute and/or deliver to one another such Plan of Merger
and such other documents and instruments and take such
other actions as shall be necessary or appropriate to
consummate the Mergers.

ARTICLE TWO
REPRESENTATIONS OF PEOPLES AND PEOPLES BANK

Peoples and Peoples Bank hereby severally make the
following representations and warranties:

SECTION 2.01. ORGANIZATION AND CAPITAL STOCK.

(a) Peoples is a corporation duly organized and
validly existing under the IBCL and has the corporate
power to own all of its property and assets, to incur all
of its liabilities and to carry on its business as now
being conducted.
<PAGE>
<PAGE> A-11

(b) Peoples Bank is a national banking association
duly organized and validly existing under the laws of the
United States of America and has the corporate power to
own all of its property and assets, to incur all of its
liabilities and to carry on its business as now being
conducted.

(c) Peoples has authorized capital stock of
1,200,000 shares of Peoples Common, of which 593,334
shares are issued and outstanding. All of the issued and
outstanding shares of Peoples Common are duly and validly
issued and outstanding, fully paid and non-assessable.
None of the outstanding shares of Peoples Common has been
issued in violation of any preemptive rights of the
current or past shareholders of Peoples or in violation
of any applicable federal or state securities laws or
regulations.

(d) Peoples Bank has authorized capital stock of
34,625 shares of common stock, $10.00 par value, all of
which are issued and outstanding ("Peoples Bank Common").
All of the issued and outstanding shares of Peoples Bank
Common are duly and validly issued and outstanding and
are fully paid and nonassessable. None of the
outstanding shares of Peoples Bank Common has been issued
in violation of any preemptive rights of the current or
past shareholders of Peoples Bank or in violation of any
applicable federal or state securities laws or
regulations.

(e) There are no shares of capital stock or other
equity securities of Peoples or Peoples Bank authorized,
issued or outstanding (except as set forth in this
Section 2.01) and no outstanding options, warrants,
rights to subscribe for, calls, puts, or commitments of
any character whatsoever relating to, or securities or
rights convertible into or exchangeable for, shares of
the capital stock of Peoples or Peoples Bank, or
contracts, commitments, understandings or arrangements by
which Peoples or Peoples Bank are or may be obligated to
issue additional shares of its capital stock or options,
warrants or rights to purchase or acquire any additional
shares of its capital stock.

SECTION 2.02. AUTHORIZATION; NO DEFAULTS. The
Boards of Directors of Peoples and Peoples Bank have
each, by all appropriate action, approved this Agreement,
the applicable Plan of Merger and the Merger contemplated
thereby and have authorized the execution of this
Agreement and the applicable Plan of Merger on their
behalf by their duly authorized officers and the
<PAGE>
<PAGE> A-12

performance by Peoples and Peoples Bank of its
obligations hereunder. Nothing in the Articles of
Incorporation or Bylaws of Peoples, as amended, or the
Articles of Association or Bylaws of Peoples Bank, as
amended, or in any material agreement or instrument, or
any decree, proceeding, law or regulation (except as
specifically referred to in or contemplated by this
Agreement) by or to which Peoples or Peoples Bank is
bound or subject, would prohibit Peoples or Peoples Bank
from consummating, or would be violated or breached by
Peoples's or Peoples Bank's consummation of, this
Agreement and the Mergers and other transactions
contemplated herein on the terms and conditions herein
contained. This Agreement has been duly and validly
executed and delivered by Peoples and Peoples Bank and
constitutes a legal, valid and binding obligation of
Peoples and Peoples Bank, enforceable against Peoples and
Peoples Bank in accordance with its terms. Neither
Peoples nor Peoples Bank is, nor will be by reason of the
consummation of the transactions contemplated herein, in
material default under or in material violation of any
provision of, nor will the consummation of the
transactions contemplated herein afford any party a right
to accelerate any indebtedness under, its articles of
incorporation or bylaws, any material promissory note,
indenture or other evidence of indebtedness or security
therefor, or any material lease, contract, or other
commitment or agreement to which it is a party or by
which it or its property is bound.

SECTION 2.03. SUBSIDIARIES. Except as otherwise
disclosed in a confidential writing delivered by Peoples
and Peoples Bank to German American and executed by all
the parties concurrently with the execution of this
Agreement (the "Disclosure Schedule") and except for the
ownership by Peoples of all the capital stock of Peoples
Bank and the ownership by Peoples Bank of all the capital
stock of Peoples Investment Center, Inc. ("PIC"), neither
Peoples nor Peoples Bank has (or has had at any time in
the last ten years) any direct or indirect ownership
interest in any corporation, partnership, limited
liability company, joint venture or other business.
Peoples Bank and PIC shall be referred to jointly and
severally (for purposes of simplicity) as "Peoples Bank"
for the purposes of the remaining provisions of this
Agreement, unless the context otherwise requires.

<PAGE>
<PAGE> A-13

SECTION 2.04. FINANCIAL INFORMATION.

(a) Peoples has furnished to German American the
consolidated balance sheet of Peoples as of December 31,
1995 and the related consolidated statements of income,
changes in shareholders' equity and cash flows for the
year then ended. Such financial statements were prepared
in accordance with generally accepted accounting
principles applied on a consistent basis (except as may
be reflected in the notes thereto), and fairly present
the consolidated financial position and the consolidated
results of operations, changes in shareholders' equity
and cash flows of Peoples in all material respects as of
the date and for the period indicated.

(b) Peoples Bank has furnished to German American
its Consolidated Reports of Condition and Income as filed
with the FFIEC for the quarters ended March 31, 1996 and
June 30, 1996 (the "Call Reports"). The Call Reports
were prepared in accordance with the applicable
regulatory instructions on a consistent basis with
previous such reports, and fairly present the financial
position and results of operations of Peoples Bank in all
material respects as of the dates and for the periods
indicated, subject, however, to normal recurring year-end
adjustments, none of which will be material.

(c) Neither Peoples nor Peoples Bank has any
material liability, fixed or contingent, except to the
extent set forth in the financial statements and the Call
Reports described in subsections (a) and (b) of this
Section 2.04 (collectively, the "Peoples Financial
Statements") or incurred in the ordinary course of
business since the date of the most recent balance sheet
of Peoples or Peoples Bank included in the Peoples
Financial Statements.

(d) Peoples does not engage in the lending business
(except by and through Peoples Bank) or any other
business or activity other than that which is incident to
its ownership of all the capital stock of Peoples Bank,
and does not own any investment securities (except the
capital stock of Peoples Bank).

<PAGE>
<PAGE> A-14

SECTION 2.05. ABSENCE OF CHANGES. Since December
31, 1995, and except to the extent reflected in the Call
Reports, there has not been any material adverse change
in the financial condition, the results of operations or
the business of Peoples or Peoples Bank, taken as a
whole.

SECTION 2.06. ABSENCE OF AGREEMENTS WITH BANKING
AUTHORITIES. Neither Peoples nor Peoples Bank is subject
to any order (other than orders applicable to bank
holding companies or banks generally) and neither is a
party to any agreement or memorandum of understanding
with any federal or state agency charged with the
supervision or regulation of banks or bank holding
companies, including without limitation the OCC, the
Federal Deposit Insurance Company (the "FDIC"), the FRB,
and the IDFI.

SECTION 2.07. TAX MATTERS. Peoples and Peoples
Bank have filed all federal, state and local tax returns
due in respect of any of its business, income and
properties in a timely fashion and has paid or made
provision for all amounts shown due on such returns. All
such returns fairly reflect the information required to
be presented therein in all material respects. All
provisions for accrued but unpaid taxes contained in the
Peoples Financial Statements were made in accordance with
generally accepted accounting principles.

SECTION 2.08. ABSENCE OF LITIGATION. There is no
material litigation, claim or other proceeding pending
or, to the knowledge of Peoples, threatened, before any
judicial, administrative or regulatory agency or
tribunal, to which Peoples or Peoples Bank is a party or
to which any of their properties are subject.

SECTION 2.09. EMPLOYMENT MATTERS.

(a) Neither Peoples nor Peoples Bank is a party to
or bound by any material contract arrangement or
understanding (written or otherwise) for the employment,
retention or engagement of any past or present officer,
employee, agent, consultant or other person or entity
which, by its terms, is not terminable by Peoples or
Peoples Bank, respectively, on thirty (30) days' written
notice or less without the payment of any amount by
reason of such termination.

<PAGE>
<PAGE> A-15

(b) Neither Peoples nor Peoples Bank has entered
into any collective bargaining agreement with any labor
organizations with respect to any group of employees of
Peoples and Peoples Bank, and to the knowledge of
Peoples, there is no present effort or existing proposal
to attempt to unionize any group of employees of Peoples
or Peoples Bank.

(c) Peoples and Peoples Bank are and have been in
material compliance with all applicable laws respecting
employment and employment practices, terms and conditions
of employment and wages and hours, including, without
limitation, any such laws respecting employment
discrimination and occupational safety and health
requirements, and neither Peoples nor Peoples Bank is
engaged in any unfair labor practice; (ii) there is no
unfair labor practice complaint against Peoples or
Peoples Bank pending or, to the knowledge of Peoples,
threatened before the National Labor Relations Board;
(iii) there is no labor dispute, strike, slowdown or
stoppage actually pending or, to the knowledge of
Peoples, threatened against or directly affecting Peoples
or Peoples Bank; and (iv) neither Peoples nor Peoples
Bank has experienced any material work stoppage or other
material labor difficulty during the past five years.

(d) Except as set forth in the Disclosure Schedule,
neither the execution nor the delivery of this Agreement,
nor the consummation of any of the transactions
contemplated hereby, will (i) result in any payment
(including without limitation severance, unemployment
compensation or golden parachute payment) becoming due to
any director or employee of Peoples or Peoples Bank from
either of such entities, (ii) increase any benefit
otherwise payable under any of their employee plans or
(iii) result in the acceleration of the time of payment
of any such benefit. No amounts paid or payable by
Peoples or Peoples Bank to or with respect to any
employee or former employee of Peoples of Peoples Bank
will fail to be deductible for federal income tax
purposes by reason of Section 280G of the Internal
Revenue Code of 1986, as amended ("Code") or otherwise.

SECTION 2.10. REPORTS. Since January 1, 1993
Peoples and Peoples Bank have filed all reports, notices
and other statements, together with any amendments
required to be made with respect thereto, if any, that
they were required to file with (i) the Securities and
Exchange Commission ("SEC"), (ii) the

<PAGE>
<PAGE> A-16

FRB, (iii) the FDIC, (iv) the OCC and (v) any other
governmental authority with jurisdiction over Peoples or
Peoples Bank. As of their respective dates, each of such
reports and documents, including the financial
statements, exhibits and schedules thereto, complied in
all material respects with the relevant statutes, rules
and regulations enforced or promulgated by the regulatory
authority with which they were filed.

SECTION 2.11. INVESTMENT PORTFOLIO. All United
States Treasury securities, obligations of other United
States Government agencies and corporations, obligations
of States and political subdivisions of the United States
and other investment securities held by Peoples Bank, as
reflected in the Call Reports, are carried on the books
of Peoples Bank in accordance with generally accepted
accounting principles, consistently applied. Peoples
Bank does not engage in activities that would require
that it establish a trading account under applicable
regulatory guidelines and interpretations.

SECTION 2.12. LOAN PORTFOLIO. All loans and
discounts shown in the Call Reports, or which were
entered into after June 30, 1996, but before the Closing
Date, were and will be made in all material respects for
good, valuable and adequate consideration in the ordinary
course of the business of Peoples Bank, in accordance in
all material respects with Peoples Bank's lending
policies and practices unless otherwise approved by
Peoples Bank's Board of Directors, and are not subject to
any material defenses, set offs or counterclaims,
including without limitation any such as are afforded by
usury or truth in lending laws, except as may be provided
by bankruptcy, insolvency or similar laws or by general
principles of equity. The notes or other evidences of
indebtedness evidencing such loans and all forms of
pledges, mortgages and other collateral documents and
security agreements are and will be, in all material
respects, enforceable, valid, true and genuine and what
they purport to be. Peoples Bank has complied and will
through the Closing Date continue to comply with all laws
and regulations relating to such loans, or to the extent
there has not been such compliance, such failure to
comply will not materially interfere with the collection
of any such loan. Peoples Bank has not sold, purchased
or entered into any loan participation arrangement except
where such participation is on a pro rata basis according
to the respective contributions of the participants to
such loan amount. Peoples has no knowledge that any
condition of property in which Peoples Bank has an
interest as collateral to secure a loan or that is held<PAGE>
<PAGE> A-17

as an asset of any trust violates the Environmental Laws
(defined in Section 2.15) in any material respect or
obligates Peoples, or Peoples Bank, or the owner or
operator of such property to remedy, stabilize,
neutralize or otherwise alter the environmental condition
of such property.

SECTION 2.13. ERISA.

(a) Except as disclosed in the Disclosure Schedule,
no person participates in any "employee welfare benefit
plan" or "employee pension benefit plan" (as those terms
are respectively defined in Sections 3(1) and 3(2) of the
Employee Retirement Income Security Act of 1974
("ERISA")), nor may any person reasonably expect to
participate in any such plan, in either case, on account
of his or her past or present employment with Peoples or
Peoples Bank. Peoples and Peoples Bank do not maintain
any retirement or deferred compensation plan, savings,
incentive, stock option or stock purchase plan,
unemployment compensation plan, vacation pay, severance
pay, bonus or benefit arrangement, insurance or
hospitalization program or any other fringe benefit
arrangements (referred to collectively hereinafter as
"fringe benefit arrangements") for any past or present
employee, consultant or agent of Peoples or Peoples Bank,
whether pursuant to contract, arrangement, custom or
informal understanding, which does not constitute an
"employee benefit plan" (as defined in Section 3(3) of
ERISA), except as listed in the Disclosure Schedule.

(b) During the past sixty months, Peoples has not
maintained any employee welfare benefit plans or employee
pension benefit plans except for plans listed on the
Disclosure Schedule. There have been no amendments to
any of the employee pension benefit plans, employee
welfare benefit plans or fringe benefit arrangements
listed on the Disclosure Schedule since December 31,
1993.

(c) All employee pension benefit plans, employee
welfare benefit plans and fringe benefit arrangements
listed on the Disclosure Schedule comply in form and in
operation in all material respects with all applicable
requirements of law and regulation. All employee pension
benefit plans maintained by Peoples and Peoples Bank
comply in form and in operation with all applicable
requirements of Sections 401(a) and 401(k) of the Code.
Except as disclosed in the Disclosure Schedule, neither
Peoples nor Peoples Bank has (i)
<PAGE>
<PAGE> A-18

incurred any liability for tax under Section 4971 of the
Code on account of any accumulated funding deficiency and
no plan or arrangement listed in the Disclosure Schedule
has incurred any accumulated funding deficiency within
the meaning of Section 412 or 418(B) of the Code; (ii)
applied for or obtained a waiver by the IRS of any
minimum funding requirement under Section 412 of the
Code; (iii) become subject to any disallowance of
deductions under Sections 419 or 419(A) of the Code; (iv)
incurred any liability for excise tax under Sections
4972, 4975, or 4976 of the Code or any liability under
Section 406 of ERISA; (v) incurred any liability to the
Pension Benefit Guaranty Corporation; (vi) had a
reportable event (within the meaning of Section 4043 of
ERISA); or (vii) breached any of the duties or failed to
perform any of the obligations imposed upon the
fiduciaries or plan administrators under Title I or
ERISA.

(d) A true and correct copy of each of the plans
and arrangements listed on the Disclosure Schedule as in
effect on the date hereof and each trust agreement
relating to each such plan and arrangement, has been
supplied to German American. A true and correct copy of
the annual report (as described in Section 103 of ERISA)
most recently filed for each plan listed in the
Disclosure Schedule has been supplied to German American,
and there have been no material changes in the financial
condition in the respective plans from that stated in the
annual reports supplied. In the case of any plan or
arrangement which is not in written form, German American
has been supplied with an accurate description of such
plan or arrangement. Peoples and Peoples Bank have
provided to German American a description of any
liability or contingent liability which may be incurred
by Peoples or Peoples Bank if any plan or arrangement
listed on the Disclosure Schedule were terminated or if
Peoples or Peoples Bank was to cease its participation
therein.

(e) In the case of each plan or arrangement listed
in the Disclosure Schedule which is a defined benefit
plan (within the meaning of Section 3(35) of ERISA), the
net fair market value of the assets held to fund such
plan or arrangement will equal or exceed the present
value of all accrued benefits thereunder, both vested and
nonvested, as determined in accordance with an actuarial
costs method acceptable under section 3(31) of ERISA.

<PAGE>
<PAGE> A-19

(f) On a timely basis, Peoples and Peoples Bank
have made all contributions or payments to or under each
plan or arrangement listed in the Disclosure Schedule as
required pursuant to each such plan or arrangement, any
collective bargaining agreements or other provision for
reserves to meet contributions and payments under such
plans or arrangements which have not been made because
they are not yet due.

(g) None of the plans or arrangements listed in the
Disclosure Schedule owns (or has owned within the past 60
months) any Peoples Common or other securities of
Peoples, Peoples Bank or a related entity.

SECTION 2.14. TITLE TO PROPERTIES; INSURANCE.
Peoples and Peoples Bank have marketable title, insurable
at standard rates, free and clear of all liens, charges
and encumbrances (except taxes which are a lien but not
yet payable and liens, charges or encumbrances reflected
in the Peoples Financial Statements and easements,
rights-of-way, and other restrictions which are not
material and, in the case of Other Real Estate Owned, as
such real estate is internally classified on the books of
Peoples Bank, rights of redemption under applicable law)
to all real properties reflected on the Peoples Financial
Statements as being owned by Peoples or Peoples Bank,
respectively. All material leasehold interests used by
Peoples and Peoples Bank in their respective operations
are held pursuant to lease agreements which are valid and
enforceable in accordance with their terms. All such
properties comply in all material respects with all
applicable private agreements, zoning requirements and
other governmental laws and regulations relating thereto
and there are no condemnation proceedings pending or, to
the knowledge of Peoples, threatened with respect to such
properties. Peoples and Peoples Bank have valid title or
other ownership or use rights under licenses to all
material intangible personal or intellectual property
used by Peoples and Peoples Bank in their respective
business free and clear of any claim, defense or right of
any other person or entity which is material to such
property, subject only to rights of the licensor pursuant
to applicable license agreements, which rights do not
materially adversely interfere with the use or enjoyment
of such property. All insurable properties owned or held
by Peoples or Peoples Bank are insured in such amounts,
and against fire and other risks insured against by
extended coverage and public liability insurance, as is
customary with companies of the same size and in the same
business.
<PAGE>
<PAGE> A-20

SECTION 2.15. ENVIRONMENTAL MATTERS.

(a) As used in this Agreement, "Environmental Laws"
means all local, state and federal environmental, health
and safety laws and regulations in all jurisdictions in
which Peoples or Peoples Bank has done business or owned
property, including, without limitation, the Federal
Resource Conservation and Recovery Act, the Federal
Comprehensive Environmental Response, Compensation and
Liability Act, the Federal Clean Water Act, the Federal
Clean Air Act, and the Federal Occupational Safety and
Health Act.

(b) Neither (i) the conduct by Peoples and Peoples
Bank of operations at any property, nor (ii) any
condition of any property owned by Peoples or Peoples
Bank within the past ten (10) years and used in their
business operations, nor (iii) to the knowledge of
Peoples the condition of any property owned by them
within the past ten (10) years but not used in their
business operations, nor (iv) to the knowledge of Peoples
the condition of any property held by them as a trust
asset within the past ten (10) years, violates or
violated Environmental Laws in any material respect, and
no condition or event has occurred with respect to any
such property that, with notice or the passage of time,
or both, would constitute a material violation of
Environmental Laws or obligate (or potentially obligate)
Peoples or Peoples Bank to remedy, stabilize, neutralize
or otherwise alter the environmental condition of any
such property. Neither Peoples nor Peoples Bank has
received any notice from any person or entity that
Peoples or Peoples Bank or the operation of any
facilities or any property owned by either of them, or
held as a trust asset, are or were in violation of any
Environmental Laws or that either of them is responsible
(or potentially responsible) for the cleanup of any
pollutants, contaminants, or hazardous or toxic wastes,
substances or materials at, on or beneath any such
property.

SECTION 2.16. COMPLIANCE WITH LAW. Peoples and
Peoples Bank each have all material licenses, franchises,
permits and other governmental authorizations that are
legally required to enable it to conduct their respective
businesses as presently conducted and are in compliance
in all material respects with all applicable laws and
regulations, the violation of which would be material.

<PAGE>
<PAGE> A-21

SECTION 2.17. BROKERAGE. Except as set forth in
the Disclosure Schedule, there are no claims, agreements,
arrangements, or understandings (written or otherwise)
for brokerage commissions, finders' fees or similar
compensation in connection with the Mergers payable by
Peoples or Peoples Bank.

SECTION 2.18. MATERIAL CONTRACTS. Except as set
forth in the Disclosure Schedule, neither Peoples nor
Peoples Bank is a party to or bound by any oral or
written (i) material agreement, contract or indenture
under which it has borrowed or will borrow money (not
including federal funds and money deposited, including
without limitation, checking and savings accounts and
certificates of deposit and borrowings from the FHLBB and
the FRB); (ii) material guaranty of any obligation for
the borrowing of money or otherwise, excluding
endorsements made for collection and guarantees made in
the ordinary course of business and letters of credit
issued in the ordinary course of business; (iii)
contract, arrangement or understanding with any present
or former officer, director or shareholder (except for
deposit or loan agreements entered into in the ordinary
course of business); (iv) material license, whether as
licensor or licensee; (v) contract or commitment for the
purchase of materials, supplies or other real or personal
property in an amount in excess of $10,000 or for the
performance of services over a period of more than thirty
days and involving an amount in excess of $10,000; (vi)
joint venture or partnership agreement or arrangement;
(vii) contract arrangement or understanding with any
present or former consultant, advisor, investment banker,
broker, attorney or accountant; or (viii) contract,
agreement or other commitment not made in the ordinary
course of business.

SECTION 2.19. COMPLIANCE WITH AMERICANS WITH
DISABILITIES ACT. (a) To the best of Peoples's
knowledge, Peoples and Peoples Bank and their respective
properties (including those held by either of them in a
fiduciary capacity) are in compliance with all applicable
provisions of the Americans with Disabilities Act (the
"ADA"), and (b) no action under the ADA against Peoples,
Peoples Bank or any of its properties has been initiated
nor, to the best of Peoples's knowledge, has been
threatened or contemplated.

<PAGE>
<PAGE> A-22

SECTION 2.20. STATEMENTS TRUE AND CORRECT. None of
the information supplied or to be supplied by Peoples or
Peoples Bank for inclusion in any documents to be filed
with the FRB, the OCC, the SEC, the IDFI, or any other
regulatory authority in connection with the Mergers will,
at the respective times such documents are filed, be
false or misleading with respect to any material fact or
omit to state any material fact necessary in order to
make the statements therein not misleading.

SECTION 2.21. PEOPLES'S KNOWLEDGE. With respect to
representations and warranties herein that are made or
qualified as being made "to the knowledge of Peoples" or
words of similar import, it is understood and agreed that
matters within the knowledge of the directors and the
officers of Peoples and Peoples Bank shall be considered
to be within the knowledge of Peoples.

ARTICLE THREE
REPRESENTATIONS OF GERMAN AMERICAN, GAHC AND UNION

German American, GAHC and Union hereby severally
make the following representations and warranties:

SECTION 3.01. ORGANIZATION AND CAPITAL STOCK.

(a) German American is a corporation duly
incorporated and validly existing under the IBCL and has
the corporate power to own all of its property and
assets, to incur all of its liabilities and to carry on
its business as now being conducted.

(b) GAHC is a corporation duly incorporated and
validly existing under the IBCL and has the corporate
power to own all of its property and assets, to incur all
of its liabilities and to carry on its business as now
being conducted.

(c) Union is a corporation duly incorporated and
validly existing under the IFIA and has the corporate
power to own all of its property and assets, to incur all
of its liabilities and to carry on its business as now
being conducted.

<PAGE>
<PAGE> A-23

(d) German American has authorized capital stock of
(i) 5,000,000 shares of German American Common, of which,
as of the date of this Agreement, 1,827,546 shares are
issued and outstanding, and (ii) 500,000 shares of
preferred stock, $10.00 par value per share, of which no
shares are issued and outstanding. All of the issued and
outstanding shares of German American Common are duly and
validly issued and outstanding, fully paid and non-
assessable.

(e) GAHC has authorized capital stock of 200,000
shares of common stock, $1 par value per share (the "GAHC
Common"), and 12,000 shares of preferred stock, $1 par
value. As of the date of this Agreement, 9,999 of the
issued and outstanding shares of GAHC Common are duly and
validly issued and outstanding, fully paid and non-
assessable, and none of the shares of GAHC preferred
stock are issued or outstanding.

(f) Union has authorized capital stock of 4,800
shares of common stock, $100 par value per share (the
"Union Common"). As of the date of this Agreement, all
of the shares of Union Common are duly and validly issued
and outstanding, fully paid, and owned by German
American.

(g) The shares of German American Common that are
to be issued to the shareholders of Peoples pursuant to
the Holding Company Merger have been duly authorized and,
when issued in accordance with the terms of this
Agreement, will be validly issued and outstanding, fully
paid and non-assessable.

SECTION 3.02. AUTHORIZATION. The Boards of
Directors of German American, GAHC and Union have each,
by all appropriate action, approved this Agreement and
the Mergers and authorized the execution hereof on their
behalf by their duly authorized officers and the
performance by each such entity of its obligations
hereunder. Nothing in the Articles of Incorporation or
Bylaws of German American, GAHC or Union, as amended, or
any other agreement, instrument, decree, proceeding, law
or regulation (except as specifically referred to in or
contemplated by this Agreement) by or to which either of
them or any of their subsidiaries is bound or subject
would prohibit German American, GAHC or Union from
entering into and consummating this Agreement and the
Mergers on the terms and conditions herein contained.
This Agreement has been duly and validly
<PAGE>
<PAGE> A-24
executed and delivered by German American, GAHC and Union
and constitutes a legal, valid and binding obligation of
German American, GAHC and Union enforceable against
German American, GAHC and Union in accordance with its
terms and no other corporate acts or proceedings are
required to be taken by German American, GAHC or Union to
authorize the execution, delivery and performance of this
Agreement. Except for any requisite approvals of the
FRB, OCC and IDFI and the filing of a registration
statement with the SEC and certain state securities
regulatory agencies, no notice to, filing with,
authorization by, or consent or approval of, any federal
or state regulatory authority is necessary for the
execution and delivery of this Agreement or the
consummation of the Mergers by German American, GAHC or
Union.

SECTION 3.03. SUBSIDIARIES. Each of German
American's subsidiaries is duly organized and validly
existing under the laws of the jurisdiction of its
incorporation and has the corporate power to own its
respective properties and assets, to incur its respective
liabilities and to carry on its respective business as
now being conducted.

SECTION 3.04. FINANCIAL INFORMATION. The
consolidated balance sheet of German American and its
subsidiaries as of December 31, 1995 and related
consolidated statements of income, changes in
shareholders' equity and cash flows for the year then
ended together with the notes thereto, included in German
American's most recent Annual Report on Form 10-K, as
filed with the SEC (the "10-K"), and the unaudited
consolidated balance sheets of German American and its
subsidiaries as of March 31 and June 30, 1996, and the
related unaudited consolidated statements of income,
changes in shareholders' equity and cash flows for the
periods then ended included in German American's
Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1996 as filed with the SEC (the
"10-Q Reports") (collectively the financial statements
and notes thereto included in the 10-Q Reports and the
10-K are sometimes referred to as the "German American
Financial Statements"), have been prepared in accordance
with generally accepted accounting principles applied on
a consistent basis (except as disclosed therein) and
fairly present the consolidated financial position and
the consolidated results of operations, changes in
shareholders' equity and cash flows of German American
and its consolidated subsidiaries as of the dates and for
the periods indicated (subject, in the case of interim
financial statements, to normal recurring year-end
adjustments, none of which will be material).<PAGE>
<PAGE> A-25
SECTION 3.05. ABSENCE OF CHANGES. Since December
31, 1995 (and except to the extent reflected in the 10-Q
Reports), there has not been any material adverse change
in the consolidated financial condition or the
consolidated results of operations or the business of
German American and its subsidiaries, taken as a whole.

SECTION 3.06. REPORTS. Since January 1, 1993 (or,
in the case of subsidiaries of German American, the date
of acquisition thereof by German American, if later),
German American and each of its subsidiaries have filed
all reports, notices and other statements, together with
any amendments required to be made with respect thereto,
that it was required to file with (i) the SEC, (ii) the
FRB, (iii) the FDIC, (iv) the IDFI, (v) any applicable
state securities or banking authorities, and (vi) any
other governmental authority with jurisdiction over
German American or any of its subsidiaries. As of their
respective dates, each of such reports and documents, as
amended, including the financial statements, exhibits and
schedules thereto, complied in all material respects with
the relevant statutes, rules and regulations enforced or
promulgated by the regulatory authority with which they
were filed. None of the information included in such
reports or documents was, at their respective dates of
filing, false or misleading with respect to any material
fact, or omitted to state any material fact necessary in
order to make the statements therein not misleading, on
a consolidated basis, taking into account the
circumstances under which such reports or documents were
filed and considering the total mix of information that
was at the time publicly available concerning German
American and its subsidiaries.

SECTION 3.07. ABSENCE OF LITIGATION. There is no
material litigation, claim or other proceeding pending
or, to the knowledge of German American, threatened,
before any judicial, administrative or regulatory agency
or tribunal against German American or any of its
subsidiaries, or to which the property of German American
or any of its subsidiaries is subject, which is required
to be disclosed in SEC reports under Item 103 of
Regulation S-K, and which has not been so disclosed.

SECTION 3.08. ABSENCE OF AGREEMENTS WITH BANKING
AUTHORITIES. Neither German American nor any of its
subsidiaries is subject to any order (other than orders
applicable to bank holding companies or banks generally)
or is a party to any agreement or memorandum

<PAGE>
<PAGE> A-26
of understanding with any federal or state agency charged
with the supervision or regulation of banks or bank
holding companies, including without limitation the FDIC,
the DFI and the FRB.

SECTION 3.09. COMPLIANCE WITH LAW. German American
and its subsidiaries have all material licenses,
franchises, permits and other governmental authorizations
that are legally required to enable them to conduct their
respective businesses as presently conducted and are in
compliance in all material respects with all applicable
laws and regulations, the violation of which would be
material.

ARTICLE FOUR
COVENANTS OF PEOPLES AND PEOPLES BANK

SECTION 4.01. CONDUCT OF BUSINESS.

(a) Peoples and Peoples Bank shall continue to
carry on their respective businesses, and shall discharge
or incur obligations and liabilities, only in the
ordinary course of business as heretofore conducted and,
by way of amplification and not limitation with respect
to such obligation, neither Peoples nor Peoples Bank
will, without the prior written consent of German
American:

(i) declare or pay any dividend or make any
other distribution to shareholders, whether in
cash, stock or other property, except as provided
in Section 4.09 of this Agreement; or

(ii) issue (or agree to issue) any common or
other capital stock or any options, warrants or
other rights to subscribe for or purchase common or
any other capital stock or any securities
convertible into or exchangeable for any capital
stock; or

(iii) directly or indirectly redeem, purchase
or otherwise acquire (or agree to redeem, purchase
or acquire) (except for shares acquired in
satisfaction of a debt previously contracted) any
of their own common or any other capital stock; or

(iv) effect a split, reverse split,
reclassification, or other similar change in, or
of, any common or other capital stock or otherwise
reorganize or recapitalize; or

(v) change the Articles of Incorporation or
Bylaws of Peoples or the Articles of Association or
Bylaws of Peoples Bank; or
<PAGE>
<PAGE> A-27

(vi) pay or agree to pay, conditionally or
otherwise, any bonus (other than year end bonuses
up to a maximum of $120,000 in accordance with
existing plans and policies consistent with past
practice, provided that the income base used for
purposes of calculating bonuses shall exclude net
gain from the sale of investment securities, loans
and other assets even if past bonus practice would
not have excluded such net gain), additional
compensation (other than ordinary and normal salary
increases consistent with past practices) or
severance benefit or otherwise make any changes out
of the ordinary course of business with respect to
the fees or compensation payable or to become
payable to consultants, advisors, investment
bankers, brokers, attorneys, accountants,
directors, officers or employees or, except as
required by law, adopt or make any change in any
Employee Plan or other arrangement or payment made
to, for or with any of such consultants, advisors,
investment bankers, brokers, attorneys,
accountants, directors, officers or employees;
provided, however, that Peoples and Peoples Bank
may pay the fees, expenses and other compensation
of consultants, advisors, investment bankers,
brokers, attorneys and accountants when, if, and as
earned in accordance with the terms of the
contracts, arrangements or understandings of
Peoples or Peoples Bank specifically disclosed on
the Disclosure Schedule;

(vii) borrow or agree to borrow any material
amount of funds except in the ordinary course of
business, or directly or indirectly guarantee or
agree to guarantee any material obligations of
others except in the ordinary course of business or
pursuant to outstanding letters of credit; or

(viii) make or commit to make any new loan or
issue or commit to issue any new letter of credit
or any new or additional discretionary advance
under any existing line of credit, or purchase or
agree to purchase any interest in a loan
participation, in aggregate principal amounts (A)
in excess of $250,000 to any one borrower (or group
of affiliated borrowers) or (B) that would cause
Peoples Bank's credit extensions or commitments to
any one borrower (or group of affiliated borrowers)
to exceed $750,000 (German
<PAGE>
<PAGE> A-28

American's consent to credit extensions in the
ordinary course of business will not be
unreasonably withheld); or

(ix) other than U.S. Treasury obligations or
asset-backed securities issued or guaranteed by
United States governmental agencies or financial
institution certificates of deposit insured by the
FDIC, in either case having an average remaining
life of five years or less (except that maturities
may extend to seven years on variable-rate
securities), purchase or otherwise acquire any
investment security for their own accounts, or sell
any investment security owned by either of them
which is designated as held-to-maturity, or engage
in any activity that would require the
establishment of a trading account for investment
securities; or

(x) increase or decrease the rate of interest
paid on time deposits, or on certificates of
deposit, except in a manner and pursuant to
policies consistent with past practices; or

(xi) enter into or amend any agreement,
contract or commitment out of the ordinary course
of business; or

(xii) except in the ordinary course of
business, place on any of their assets or
properties any mortgage, pledge, lien, charge, or
other encumbrance; or

(xiii) except in the ordinary course of
business, cancel, release, compromise or accelerate
any material indebtedness owing to Peoples or
Peoples Bank, or any claims which either of them
may possess, or voluntarily waive any material
rights with respect thereto; or

(xiv) sell or otherwise dispose of any real
property or any material amount of any personal
property other than properties acquired in
foreclosure or otherwise in the ordinary course of
collection of indebtedness to Peoples or Peoples
Bank; or

<PAGE>
<PAGE> A-29

(xv) foreclose upon or otherwise take title to
or possession or control of any real property
without first obtaining a phase one environmental
report thereon, prepared by a reliable and
qualified person or firm acceptable to German
American, which indicates that the property is free
of pollutants, contaminants or hazardous or toxic
waste materials; provided, however, that neither
Peoples nor Peoples Bank shall be required to
obtain such a report with respect to single family,
non-agricultural residential property of one acre
or less to be foreclosed upon unless it has reason
to believe that such property might contain such
materials or otherwise might be contaminated; or

(xvi) commit any act or fail to do any act
which will cause a material breach of any material
agreement, contract or commitment; or

(xvii) violate any law, statute, rule,
governmental regulation or order, which violation
might have a material adverse effect on its
business, financial condition, or earnings; or

(xviii) purchase any real or personal property
or make any other capital expenditure where the
amount paid or committed therefor is in excess of
$50,000 other than purchases of property made in
the ordinary course of business in connection with
loan collection activities or foreclosure sales in
connection with any of Peoples's or Peoples Bank's
loans, or

(xix) issue certificate(s) for shares of
Peoples Common to any Peoples shareholder in
replacement of certificate(s) claimed to have been
lost or destroyed without first obtaining from such
shareholder(s), at the expense of such
shareholder(s), a surety bond from a recognized
insurance company in an amount that would indemnify
Peoples (and its successors) against lost
certificate(s) but not less than $50 per share of
Peoples Common, and obtaining a usual and customary
affidavit of loss and indemnity agreement from such
shareholder(s); provided, however, that Peoples may
waive the surety bond requirement in connection
with the issuance of replacement certificates to
any shareholder if the
<PAGE>
<PAGE> A-30

number of shares of Peoples Common so reissued
(together with the number of shares previously
reissued since July 3, 1996 to such shareholder and
all other shareholders who are affiliated or
associated with such shareholder) does not exceed
an aggregate of 300 shares.

(b) Neither Peoples nor Peoples Bank shall, without
the prior written consent of German American, engage in
any transaction or take any other action that would
render untrue in any material respect any of the
representations and warranties of Peoples or Peoples Bank
contained in Article Two hereof if such representations
and warranties were given as of the date of such
transaction or action.

(c) Peoples shall promptly notify German American
in writing of the occurrence of any matter or event known
to Peoples or Peoples Bank that is, or is likely to
become, materially adverse to the business, operations,
properties, assets or condition (financial or otherwise)
of Peoples or Peoples Bank taken as a whole.

(d) Neither Peoples nor Peoples Bank shall (a)
directly or indirectly solicit, encourage or facilitate
(nor shall they permit any of their respective officers,
directors, employees or agents directly or indirectly to
solicit, encourage or facilitate), including by way of
furnishing information other than the terms of this
Agreement, any inquiries or proposals from third parties
for a merger, consolidation, share exchange or similar
transaction involving Peoples or Peoples Bank or for the
acquisition of the stock or substantially all of the
assets or business of peoples or Peoples Bank, or (b)
subject to the fiduciary duties of the Directors of
Peoples as advised by counsel in a written opinion,
discuss with or enter into conversations with any person
concerning any such merger, consolidation, share
exchange, acquisition or other transaction. Peoples
shall promptly notify German American orally (to be
confirmed in writing as soon as practicable thereafter)
of all of the relevant details concerning any inquiries
or proposals that it may receive relating to any such
matters, including actions it intends to take with
respect to such matters.

<PAGE>
<PAGE> A-31

SECTION 4.02. BREACHES. Peoples shall, in the
event it has knowledge of the occurrence of any event or
condition which would cause or constitute a breach (or
would have caused or constituted a breach had such event
occurred or been known prior to the date of this
Agreement) of any of its or Peoples Bank's
representations or agreements contained or referred to in
this Agreement, give prompt notice thereof to German
American and use its best efforts to prevent or promptly
remedy the same.

SECTION 4.03. SUBMISSION TO SHAREHOLDERS. Peoples
shall cause to be duly called and held, on a date
mutually selected by German American and Peoples, a
special meeting of its shareholders (the "Peoples
Shareholders' Meeting") for submission of this Agreement
and the Holding Company Merger for approval of Peoples
shareholders as required by the IBCL. In connection with
the Peoples Shareholders' Meeting, (i) Peoples shall
cooperate with and assist German American in preparing
and filing a Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") with the SEC in accordance with
SEC requirements and Peoples shall mail it to its
shareholders, (ii) Peoples shall furnish German American
all information concerning itself that German American
may reasonably request in connection with such Proxy
Statement/Prospectus, and (iii) the Board of Directors of
Peoples shall (unless in the written opinion of counsel
for Peoples the fiduciary duties of the Board of
Directors prohibit such a recommendation, in which event
the individual members of the Board of Directors shall
nevertheless remain personally obligated to support the
Agreement and the Holding Company Merger pursuant to
their personal undertakings on the signature page of this
Agreement) unanimously recommend to its shareholders the
approval of this Agreement and the Holding Company Merger
contemplated hereby and use its best efforts to obtain
such shareholder approval.

SECTION 4.04. FINANCIAL INFORMATION. Peoples will,
at its expense, commence preparation of financial
statements, Guide 3 statistical data, selected financial
data, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (Items
301, 302, 303 and 304(b) of SEC Regulation S-K) ("MD&A")
in compliance with SEC requirements for inclusion in the
Registration Statement, including unaudited financial
statements and related Guide 3 and MD&A as of and for the
appropriate quarterly and year-to-date periods ending
September 30,
<PAGE>
<PAGE> A-32

1996, and Peoples shall use its best efforts to provide
such financial statements and data and MD&A to German
American in EDGAR format as soon as practicable but in no
event later than October 21, 1996.

SECTION 4.05. CONSUMMATION OF AGREEMENT. Peoples
shall use its best efforts to perform and fulfill all
conditions and obligations on its part to be performed or
fulfilled under this Agreement and to effect the Mergers
in accordance with the terms and provisions hereof.
Peoples shall furnish to German American in a timely
manner all information, data and documents in the
possession of Peoples or Peoples Bank requested by German
American as may be required to obtain any necessary
regulatory or other approvals of the Mergers (including
the application of Peoples Bank to the OCC under the Bank
Merger Act with respect to the Bank Merger) or to file
with the SEC a registration statement on Form S-4 (the
"Registration Statement") relating to the shares of
German American Common to be issued to the shareholders
of Peoples pursuant to the Mergers and this Agreement,
and shall otherwise cooperate fully with German American
to carry out the purpose and intent of this Agreement.

SECTION 4.06. ENVIRONMENTAL REPORTS. Except as
German American shall otherwise consent with respect to
any residential real estate (which consent will not be
unreasonably withheld by German American), Peoples shall,
at German American's expense, cooperate with an
environmental consulting firm designated by German
American in connection with the conduct by such firm of
a phase one environmental investigation on all real
property owned or leased by Peoples or its subsidiaries
as of the date of this Agreement, and any real property
acquired or leased by Peoples or its subsidiaries after
the date of this Agreement, except as otherwise provided
in Section 4.01(a)(xv). If further investigation
procedures are required as to any property by the report
of the phase one investigation in German American's
reasonable opinion, Peoples shall as soon as practicable,
at Peoples's expense, commission the taking of such
further procedures and provide a report of the results of
such further procedures to German American. German
American shall have fifteen (15) business days from the
receipt of any such investigation report to notify
Peoples of any objection to the contents of any such
report. Should the cost of taking all remedial and
corrective actions and measures (i) required by
applicable law, or (ii) recommended or suggested by such
report or reports
<PAGE>
<PAGE> A-33

and prudent in light of the findings of such report, in
the aggregate, exceed the sum of $100,000, as reasonably
estimated by the environmental expert retained for such
purpose by German American and reasonably acceptable to
Peoples, or if the cost of such actions and measures
cannot be so reasonably estimated by such expert with any
reasonable degree of certainty, then German American
shall have the right pursuant to Section 7.03 hereof, for
a period of 10 business days following receipt of such
estimate or indication that the cost of such actions and
measures cannot be so reasonably estimated, to terminate
this Agreement without further obligation to Peoples,
which shall be German American's sole remedy in such
event.

SECTION 4.07. RESTRICTION ON RESALES. Peoples
shall obtain and deliver to German American, at least
thirty (30) days prior to the Closing Date, signed
representations, in form reasonably acceptable to German
American, of each shareholder who may reasonably be
deemed an "affiliate" of Peoples as of the date of the
Shareholders' Meeting within the meaning of such term as
used in Rule 145 under the Securities Act of 1933, as
amended (the "Securities Act"), regarding their
prospective compliance with the provisions of such Rule
145. Peoples shall also obtain and deliver to German
American at least 30 days prior to the Closing Date, the
signed agreements of each shareholder who may reasonably
be deemed an "affiliate" (as such term is described in
the preceding sentence) of Peoples as of the date of the
Shareholders' Meeting agreeing not to sell any shares of
German American Common or otherwise reduce his or her
risk relative to such shares, until such time as
financial results covering at least thirty (30) days of
post-Merger combined operations have been filed by German
American with the SEC in a quarterly report on Form 10-Q
or in an annual report on Form 10-K.

SECTION 4.08. ACCESS TO INFORMATION. Peoples shall
permit German American reasonable access, in a manner
which will avoid undue disruption or interference with
Peoples's normal operations, to its and Peoples Bank's
properties and shall disclose and make available to
German American all books, documents, papers and records
relating to its and Peoples Bank's assets, stock,
ownership, properties, operations, obligations and
liabilities, including, but not limited to, all books of
account (including general ledgers), tax records, minute
books of directors' and shareholders' meetings,
organizational documents,
<PAGE>
<PAGE> A-34

material contracts and agreements, loan files, filings
with any regulatory authority, accountants' workpapers,
litigation files, plans affecting employees, and any
other business activities or prospects in which German
American may have an interest in light of the
transactions contemplated by this Agreement. During the
period from the date of this Agreement to the Effective
Time, Peoples will cause one or more of it or Peoples
Bank's designated representatives to confer on a regular
basis with the President of German American, or any other
person designated in a written notice given to Peoples by
German American pursuant to this Agreement, to report the
general status of the ongoing operations of Peoples and
Peoples Bank. Peoples will promptly notify German
American of any material change in the normal course of
the operation of its business or properties and of any
regulatory complaints, investigations or hearings (or
communications indicating that the same may be
contemplated), or the institution or the threat of
litigation involving Peoples or Peoples Bank, and will
keep German American fully informed of such events.
German American will hold any such information which is
nonpublic in confidence in accordance with the provisions
of Section 8.01 hereof.

SECTION 4.09. DIVIDENDS. Notwithstanding Section
4.01(a) of this Agreement, Peoples may (in the absence of
any material adverse change in its consolidated financial
condition, results of operations, or business other than
the adverse change that is expected to result from the
expenses associated with the Mergers), continue to
declare and pay quarterly cash dividends (during
September and December 1996 for the respective quarters
ending September 30 and December 31, 1996 and during the
third month of each subsequent calendar quarter with
respect to that calendar quarter) to Peoples shareholders
in a quarterly amount not exceeding $.07 per share of
Peoples Common, or an aggregate of not more than $.28 per
share for 1996.

German American typically considers the declaration
of cash dividends on German American Common at meetings
of its Board of Directors held the first month of each
calendar quarter, and typically declares any such
dividends to be payable to holders of record of German
American Common as of a subsequent date that is within
the same calendar month as the month of declaration. In
order to assure that Peoples shareholders will be
entitled to receive, at the end of
<PAGE>
<PAGE> A-35

each calendar quarter, a dividend with respect to his or
her Peoples Common, or a dividend with respect to the
German American Common to be exchanged therefor pursuant
to the Holding Company Merger, but not both, Peoples
shall (commencing with its dividend for the first quarter
of 1997 expected to be considered at the March 1997
meeting of the Peoples Board if the Effective Time has
for any reason not then occurred) declare its quarterly
dividends to be payable to its shareholders of record as
of a date that is after the date in the following month
that is established by German American as the record date
for the following month's cash dividend with respect to
German American Common.

ARTICLE FIVE
COVENANTS OF GERMAN AMERICAN AND UNION

SECTION 5.01. REGULATORY APPROVALS AND REGISTRATION
STATEMENT.

(a) German American shall file (or cause GAHC and
Union to file or cooperate with Peoples and Peoples Bank
in filing) all regulatory applications required in order
to consummate the Mergers, including all necessary
applications for the prior approvals of the FRB, the OCC,
and the IDFI. German American shall use its best efforts
to cause such banking agency regulatory applications to
be filed on or before September 16, 1996. German American
shall keep Peoples reasonably informed as to the status
of such applications and promptly send or deliver copies
of such applications, and of any supplementally filed
materials, to counsel for Peoples.

(b) German American shall file with the SEC the
Registration Statement relating to the shares of German
American Common to be issued to the shareholders of
Peoples pursuant to this Agreement, and shall use its
best efforts to file such Registration Statement by
November 7, 1996 and shall use its best efforts to cause
the Registration Statement to become effective as soon as
practicable. At the time the Registration Statement
becomes effective, the form of the Registration Statement
shall comply in all material respects with the provisions
of the Securities Act and the published rules and
regulations thereunder, and shall not contain any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make
the statements therein not false or misleading. At the
time of the
<PAGE>
<PAGE> A-36

mailing thereof to the shareholders of Peoples and German
American and at the time of the Peoples Shareholders'
Meeting, and the German American Shareholder Meeting the
Proxy Statement/Prospectus included as part of the
Registration Statement, as amended or supplemented by any
amendment or supplement, shall not contain any untrue
statement of a material fact or omit to state any
material fact regarding German American or the Holding
Company Merger necessary to make the statements therein
not false or misleading. German American shall timely
file all documents required to obtain all necessary Blue
Sky permits and approvals, if any, required to carry out
the Merger shall pay all expenses incident thereto and
shall use its best efforts to obtain such permits and
approvals on a timely basis. German American shall
promptly and properly prepare and file any other filings
required under the Securities Exchange Act of 1934 (the
"Exchange Act") relating to the Mergers, or otherwise
required of it under the Exchange Act prior to the
Effective Time, and shall deliver copies thereof to
Peoples's counsel promptly upon the filing thereof with
the SEC.

SECTION 5.02. BREACHES. German American shall, in
the event it has knowledge of the occurrence of any event
or condition which would cause or constitute a breach (or
would have caused or constituted a breach had such event
occurred or been known prior to the date of this
Agreement) of any of its representations or agreements
contained or referred to in this Agreement, give prompt
notice thereof to Peoples and use its best efforts to
prevent or promptly remedy the same.

SECTION 5.03. CONSUMMATION OF AGREEMENT. German
American shall use its best efforts to perform and
fulfill all conditions and obligations to be performed or
fulfilled under this Agreement and to effect the Mergers
in accordance with the terms and conditions of this
Agreement, and use its best efforts to cause the Closing
to occur on January 31, 1997 or as soon thereafter as
practicable.

SECTION 5.04. DIRECTORS' AND OFFICERS'
INDEMNIFICATION.

(a) Following the Effective Time, German American
will provide the directors and officers of Peoples and
Peoples Bank from time to time with the same directors'
and officers' liability insurance coverage that German
American provides to directors and officers of its other
banking subsidiaries.
<PAGE>
<PAGE> A-37

(b) For six (6) years after the Effective Time,
German American shall (and shall cause the Surviving Bank
to) indemnify, defend and hold harmless the present and
former officers and directors of Peoples and Peoples Bank
(each, an "Indemnified Party") against all losses,
expenses, claims, damages or liabilities arising out of
actions or omissions (arising from their present or
former status as officers or directors) occurring on or
prior to the Effective Time to the full extent then
permitted under the applicable provisions of the IBCL and
the National Bank Act and public policy.

(c) If during the six (6) year period after the
Effective Time German American or the Surviving Bank or
any of its or their successors or assigns (i) shall
consolidate with or merge into any other corporation or
entity and shall not be the continuing or surviving
corporation or entity of such consolidation or merger or
(ii) shall transfer all or substantially all of its
properties and assets to any individual, corporation or
other entity, then and in each such case, proper
provision shall be made so that the successors and
assigns of German American and/or the Surviving Bank
shall assume the obligations set forth in this
Section 5.04.

SECTION 5.05. BOARD OF DIRECTORS REPRESENTATION.
German American shall cause the Chairman of the Board of
Peoples and one other mutually acceptable representative
of the Board of Peoples (as it is constituted immediately
prior to the Effective Time) to be appointed to the
Board of Directors of German American promptly after the
Effective Time.

SECTION 5.06. PRESERVATION OF BUSINESS. German
American shall: (a) conduct its business substantially
in the manner as is presently being conducted and in the
ordinary course of business and not amend its articles of
incorporation in any manner that requires the approval of
shareholders of German American under the IBCL; (b) file,
and cause its subsidiaries to file, all required reports
with applicable regulatory authorities; (c) comply with
all laws, statutes, ordinances, rules or regulations
applicable to it and to the conduct of its business, the
noncompliance with which results or could result in a
material adverse effect on the financial condition,
results of operations, business, assets or capitalization
of German American on a consolidated basis; and (d)
comply in all material respects with each contract,
agreement, commitment, obligation, understanding,
arrangement,
<PAGE>
<PAGE> A-38

lease or license to which it is a party by which it is or
may be subject or bound, the breach of which could result
in a material adverse effect on the financial condition,
results of operations, business, assets or capitalization
of German American on a consolidated basis.

SECTION 5.07. SECURITIES AND EXCHANGE COMMISSION
FILINGS. German American will provide Peoples with
copies of all filings made by German American with the
SEC under the Securities Exchange Act of 1934 ("1934
Act"), and the Securities Act of 1933 ("1933 Act") and
the respective rules and regulations of the SEC
thereunder as soon as practicable after such filings are
made at any time prior to the Effective Time.

SECTION 5.08. RULE 144(C) INFORMATION. For not
less than the two-year period immediately following the
Effective Time, German American shall make available
adequate current public information about itself as that
terminology is used in and as required by Rule 144(c) of
the SEC under the 1933 Act.

SECTION 5.09. AUTHORIZATION OF COMMON STOCK. On
the Effective Time and on such subsequent dates when the
former shareholders of Peoples surrender their Peoples
share certificates for cancellation, the shares of German
American Common to be exchanged with former shareholders
of Peoples shall have been duly authorized and validly
issued by German American and shall be fully paid and
non-assessable and subject to no pre-emptive rights.

SECTION 5.10. PAST SERVICE CREDIT. Employees of
Peoples Bank shall receive full vesting and eligibility
credit under German American's defined contribution
retirement plans for their years of service to Peoples
Bank.

SECTION 5.11. COMMUNITY FOUNDATION. If Peoples
Bank determines following the Effective Time to form a
non-profit foundation, managed by its Board of Directors
for the benefit of the communities served by Peoples
Bank, German American will support the initial year's
funding by Peoples Bank of such foundation of at least
$28,000 and future years' fundings at levels not less
than Peoples Bank's past charitable contributions
practices.
<PAGE>
<PAGE> A-39

ARTICLE SIX
CONDITIONS PRECEDENT TO THE MERGERS

SECTION 6.01. CONDITIONS OF GERMAN AMERICAN'S AND
UNION'S OBLIGATIONS. German American's and Union's
obligations to effect the Mergers shall be subject to the
satisfaction (or waiver by German American, GAHC and
Union) prior to or on the Closing Date of the following
conditions:

(a) The representations and warranties made by
Peoples and Peoples Bank in this Agreement shall be true
in all material respects on and as of the Closing Date
with the same effect as though such representations and
warranties had been made or given on and as of the
Closing Date.

(b) Peoples and Peoples Bank shall have performed
and complied in all material respects with all of its
obligations and agreements required to be performed on or
prior to the Closing Date under this Agreement.

(c) No temporary restraining order, preliminary or
permanent injunction or other order issued by any court
of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Mergers
shall be in effect, nor shall any proceeding by any bank
regulatory authority, governmental agency or other person
seeking any of the foregoing be pending. There shall not
be any action taken, or any statute, rule, regulation or
order enacted, entered, enforced or deemed applicable to
the Mergers which makes the consummation of the Mergers
illegal.

(d) All necessary regulatory approvals, consents,
authorizations and other approvals required by law for
consummation of the Mergers shall have been obtained and
all waiting periods required by law shall have expired.

(e) German American shall have received the
environmental reports required by Sections 4.06 and
4.01(a)(xv) hereof and shall not have elected, pursuant
to Section 4.06 hereof, to terminate and cancel this
Agreement.

(f) German American shall have received all
documents required to be received from Peoples or Peoples
Bank on or prior to the Closing Date, all in form and
substance reasonably satisfactory to German American.
<PAGE>
<PAGE> A-40

(g) German American shall have received a letter,
dated as of the Effective Time, from Crowe, Chizek & Co.,
its independent public accountants, to the effect that
the Mergers will qualify for pooling of interests
accounting treatment under Accounting Principles Board
Opinion No. 16 if closed and consummated in accordance
with this Agreement.

(h) The Registration Statement shall be effective
under the Securities Act and no stop orders suspending
the effectiveness of the Registration Statement shall be
in effect or proceedings for such purpose pending before
or threatened by the SEC.

(i) German American shall have received from its
counsel, Leagre & Barnes, an opinion to the effect that
if the Mergers are consummated in accordance with the
terms set forth in this Agreement, (i) the Holding
Company Merger will constitute a reorganization within
the meaning of Section 368(a) of the Code; (ii) no gain
or loss will be recognized by the holders of shares of
Peoples Common upon receipt of the Merger consideration
(except for cash received in lieu of fractional shares);
(iii) the basis of shares of German American Common
received by the shareholders of Peoples will be the same
as the basis of shares of Peoples Common exchanged
therefor; and (iv) the holding period of the shares of
German American Common received by the shareholders of
Peoples will include the holding period of the shares of
Peoples Common exchanged therefor, provided such shares
were held as capital assets as of the Effective Time.

SECTION 6.02. CONDITIONS OF PEOPLES'S AND PEOPLES
BANK'S OBLIGATIONS. Peoples's and Peoples Bank's
obligations to effect the Mergers shall be subject to the
satisfaction (or waiver by Peoples and Peoples Bank)
prior to or on the Closing Date of the following
conditions:

(a) The representations and warranties made by
German American, GAHC and Union in this Agreement shall
be true in all material respects on and as of the Closing
Date with the same effect as though such representations
and warranties had been made or given on the Closing
Date.

(b) German American, GAHC and Union shall each have
performed and complied in all material respects with all
of its obligations and agreements required to be
performed prior to the Closing Date under this Agreement.
<PAGE>
<PAGE> A-41
(c) No temporary restraining order, preliminary or
permanent injunction or other order issued by any court
of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Mergers
shall be in effect, nor shall any proceeding by any bank
regulatory authority, other governmental agency or other
person seeking any of the foregoing be pending. There
shall not be any action taken, or any statute, rule,
regulation or order enacted, enforced or deemed
applicable to the Mergers which makes the consummation of
the Mergers illegal.

(d) All necessary regulatory approvals, consents,
authorizations and other approvals required by law for
consummation of the Mergers, including the requisite
approval of the Mergers by the shareholders of Peoples,
shall have been obtained and all waiting periods required
by law shall have expired.

(e) Peoples shall have received all documents
required to be received from German American, GAHC and
Union on or prior to the Closing Date, all in form and
substance reasonably satisfactory to Peoples.

(f) The Registration Statement shall be effective
under the Securities Act and no stop orders suspending
the effectiveness of the Registration Statement shall be
in effect or proceedings for such purpose pending before
or threatened by the SEC.

(g) Peoples shall have received from counsel for
German American, Leagre & Barnes, an opinion reasonably
satisfactory to Peoples to the effect that if the Mergers
are consummated in accordance with the terms set forth in
this Agreement, (i) the Holding Company Merger will
constitute a reorganization within the meaning of Section
368(a) of the Code; (ii) no gain or loss will be
recognized by the holders of shares of Peoples Common
upon receipt of the Merger Consideration (except for cash
received in lieu of fractional shares); (iii) the basis
of German American Common received by the shareholders of
Peoples will be the same as the basis of Peoples Common
exchanged therefor; and (iv) the holding period of the
shares of German American Common received by the
shareholders of Peoples will include the holding period
of the shares of Peoples Common exchanged therefor,
provided such shares were held as capital assets as of
the Effective Time.

(h) Peoples shall have received an opinion of
Austin Associates, Inc., or another qualified investment
banking firm or other qualified financial expert, to the
effect that, as of the date of the
<PAGE>
<PAGE> A-42

mailing of the Proxy Statement/Prospectus to the
shareholders of Peoples, the Holding Company Merger was
fair to the shareholders of Peoples from a financial
point of view.

(i) Peoples shall have received a letter, dated as
of the Effective Time, from Crowe, Chizek & Co., its
independent public accountants, to the effect that the
Mergers will qualify for pooling of interests accounting
treatment under Accounting Principles Board Opinion
No. 16 if closed and consummated in accordance with this
Agreement.

(j) The German American Common to be exchanged for
the Peoples Common pursuant to the Holding Company Merger
shall have an aggregate value (as measured by the per
share average value of the German American Common during
the Valuation Period that is utilized to determine the
Exchange Ratio pursuant to Section 1.03(a)) of at least
$21,100,000.

ARTICLE SEVEN
TERMINATION OR ABANDONMENT

SECTION 7.01. MUTUAL AGREEMENT. This Agreement may
be terminated by the mutual written agreement of the
parties approved by their respective Boards of Directors
at any time prior to the Effective Time, regardless of
whether shareholder approval of this Agreement and the
Mergers by the shareholders of Peoples shall have been
previously obtained.

SECTION 7.02. BREACH OF REPRESENTATIONS, WARRANTIES
OR COVENANTS.

(a) In the event that there is a material breach in
any of the representations and warranties or covenants of
the parties, which breach is not cured within thirty (30)
days after notice to cure such breach is given by the
non-breaching party, then the Board of Directors of the
non-breaching party, regardless of whether approval by
the shareholders of this Agreement and the Mergers shall
have been previously obtained, and in addition to any
other remedies to which the non-breaching party may be
entitled, may terminate and cancel this Agreement
effective immediately by providing written notice thereof
to the other party hereto.

<PAGE>
<PAGE> A-43

(b) In the event that this Agreement is terminated
(i) as a result of the wilful failure of Peoples or
Peoples Bank to perform its obligations in violation of
this Agreement or (ii) as the result of the making by any
other person or entity not a party to this Agreement of
a proposal to Peoples or Peoples Bank contemplating a
merger, consolidation, plan of stock exchange, sale of
all or substantially all assets, or other business
combination with Peoples or Peoples Bank, then, in
addition to whatever other legal rights or remedies to
which German American may be entitled, Peoples shall,
upon German American's demand, (x) pay to German American
a termination fee of $422,000 within two business days of
termination and (y) reimburse German American for all its
out-of-pocket costs and expenses in connection with the
Mergers incurred from and after July 3, 1996, including
its legal, accounting, environmental and other consulting
fees and expenses. If German American is entitled to
collect the termination fee, Peoples shall, in addition
thereto, pay to German American all costs, charges,
expenses (including without limitation the fees and
expenses of counsel) and other amounts expended by German
American in connection with or arising out of the
obligations of Peoples to pay all or a portion of the
fee.

SECTION 7.03. ADVERSE ENVIRONMENTAL REPORTS.
German American may terminate this Agreement as provided
by Section 4.06 by giving written notice thereof to
Peoples.

SECTION 7.04. FAILURE OF CONDITIONS. In the event
any of the conditions to the obligations of either party
are not satisfied or waived on or prior to the Closing
Date, and if any applicable cure period provided in
Section 7.02 hereof has lapsed, then the Board of
Directors of such party may, regardless of whether
approval by its shareholders of this Agreement and the
Mergers shall have been previously obtained, terminate
and cancel this Agreement on the Closing Date by delivery
of written notice thereof to the other party on such
date.

SECTION 7.05. TERMINATION UPON ADVERSE REGULATORY
DETERMINATION.

In connection with the filings that the German
American, GAHC, Union, Peoples and/or Peoples Bank may be
required to make in connection with the Mergers with
banking, securities, and antitrust regulatory agencies
<PAGE>
<PAGE> A-44

("Agencies"), each party shall use their best efforts to
obtain all necessary approvals of, or clearances from,
the Agencies, and shall cause their respective agents and
advisors to cooperate and use their best efforts in
connection therewith. German American (or its
subsidiaries) shall be responsible for making the
required Merger filings (except to the limited extent
that the applicable law, regulations, or forms specify
that Peoples (or Peoples Bank) is the appropriate filing
party) with the Agencies, and for discussing such filings
with the Agencies and responding to comments thereon. If
any required filing is disapproved by any of the
Agencies, or any determination is made by any of the
Agencies that either of the Mergers cannot be consummated
except on terms and conditions that are materially
adverse from a financial point of view to German American
or to the shareholders of Peoples (an "Adverse
Determination"), then German American shall promptly
advise Peoples of such Adverse Determination and German
American's intended course of action with respect
thereto. In the event that German American in its sole
discretion determines to seek a judicial or regulatory
appeal or review (formal or informal) of the Adverse
Determination, Peoples and Peoples Bank (and their agents
and advisors) shall continue to cooperate with such
appeal and review procedure and use its best efforts to
assist in connection with obtaining reversal or
modification of such Adverse Determination. In the event
that (a) German American in its sole discretion elects
not to seek an appeal or review of the Adverse
Determination or elects in its sole discretion at any
time after seeking such an appeal or review to
discontinue that effort, or (b) German American seeks
such an appeal or review but all avenues for such appeal
or review are exhausted without the Adverse Determination
having been vacated or overruled or modified in such a
manner that the Adverse Determination is no longer
materially adverse ("Relief Determination"), or (c)
German American seeks such an appeal or review but such
appeal or review remains pending on June 30, 1997,
without having resulted in a Relief Determination, then
either German American or Peoples may terminate this
Agreement without obligation to the other on account of
the Adverse Determination; provided, however, that German
American shall pay Peoples a termination fee of $422,000
within 90 days of any such termination if (x) the
Agreement is terminated
<PAGE>
<PAGE> A-45

in accordance with this sentence solely as a result of an
Adverse Determination relating to German American's
eligibility to account for the Holding Company Merger
under the pooling-of-interests method of accounting for
reasons other than the exercise of statutory dissenters
rights by shareholders of Peoples who would otherwise be
entitled to receive ten percent or more of the German
American Common issuable in the Merger, and (y) Peoples
and Peoples Bank and their respective agents and advisors
have abided by their obligations of cooperation and best
efforts expressed in this Section 7.05.

SECTION 7.06. SHAREHOLDER APPROVAL DENIAL. If this
Agreement and consummation of the Holding Company Merger
is not approved by the shareholders of Peoples at the
Shareholders' Meeting, then either party may terminate
this Agreement by giving written notice thereof to the
other party.

SECTION 7.07. REGULATORY ENFORCEMENT MATTERS. In
the event that Peoples or Peoples Bank shall become a
party or subject to any memorandum of understanding,
cease and desist order, or civil money penalties imposed
by any federal or state agency charged with the
supervision or regulation of banks or bank holding
companies after the date of this Agreement, then German
American may terminate this Agreement by giving written
notice thereof to Peoples.

SECTION 7.08. LAPSE OF TIME. If the Closing Date
does not occur on or prior to June 30, 1997, then this
Agreement may be terminated by the Board of Directors of
either Peoples or German American by giving written
notice thereof to the other party.

ARTICLE EIGHT
GENERAL PROVISIONS

SECTION 8.01. CONFIDENTIAL INFORMATION. The
parties acknowledge the confidential and proprietary
nature of "Information" (as hereinafter described) which
has heretofore been exchanged and which will be received
from each other hereunder and agree to hold and keep the
same confidential. Such Information will include any and
all financial, technical, commercial, marketing, customer
or other information concerning the business, operations
and affairs of a party that may be provided to the other,
irrespective of the form of the communications, by such
party's employees or agents. <PAGE>
<PAGE> A-46

Such Information shall not include information which is
or becomes generally available to the public other than
as a result of a disclosure by a party or its
representatives in violation of this Agreement. The
parties agree that the Information will be used solely
for the purposes contemplated by this Agreement and that
such Information will not be disclosed to any person
other than employees and agents of a party who are
directly involved in evaluating the transaction
contemplated herein. The Information shall not be used
in any way detrimental to a party, including use directly
or indirectly in the conduct of the party's business or
any business or enterprise in which such party may have
an interest, now or in the future, and whether or not now
in competition with such other party.

SECTION 8.02. RETURN OF DOCUMENTS. Upon
termination of this Agreement without the Mergers
becoming effective, each party shall deliver to the other
originals and all copies of all Information made
available to such party and will not retain any copies,
extracts or other reproductions in whole or in part of
such Information.

SECTION 8.03. LIABILITIES. In the event that this
Agreement is terminated or the Mergers are abandoned
pursuant to the provisions of Article Seven hereof, no
party hereto shall have any liability to any other party
for costs, expenses, damages, termination fees, or
otherwise except to the extent specifically set forth in
Section 7.02(b) or the last proviso clause of Section
7.05. Directors, officers and employees of each party
hereto shall have no personal liability under this
Agreement with respect to the representations and
warranties of their respective parties except for fraud
or for their personal intentional and knowing
participation in the making of false or misleading
statements in such representation and warranties.

SECTION 8.04. NOTICES. Any notice or other
communication hereunder shall be in writing and shall be
deemed to have been given or made (a) on the date of
delivery, in the case of hand delivery, or (b) three (3)
business days after deposit in the United States
Registered or Certified Mail, with mailing receipt
postmarked by the Postal Service to show date of mailing,
postage prepaid, or (c) upon actual receipt if
transmitted during business hours by facsimile (but only
if receipt of a legible copy of such transmission is
confirmed by the recipient); addressed (in any case) as
follows:
<PAGE>
<PAGE> A-47

(a) If to German American, GAHC or Union:
German American Bancorp
711 Main Street
Box 810
Jasper, Indiana 47546
Attn: George W. Astrike,
Chairman of the Board
with a copy to:
Leagre & Barnes
9100 Keystone Crossing
Suite 800
P. O. Box 40609
Indianapolis, Indiana 46240-0609
Attn: Mark B. Barnes
and
(b) If to Peoples or Peoples Bank:

Peoples Bancorp of Washington
201 East Main Street
P.O. Box 560
Washington, IN 47501-0560
Attn: Joseph A. Wellman, President

with a copy to:

Krieg DeVault Alexander & Capehart
One Indiana Square
Suite 2800
Indianapolis, Indiana 46204-2017
Attn: John W. Tanselle

or to such other address as any party may from time to
time designate by notice to the other.

SECTION 8.05. NON-SURVIVAL OF REPRESENTATIONS AND
AGREEMENTS. No representation, warranty or covenant
contained in this Agreement shall survive (and no claims
for the breach or nonperformance thereof may be brought
after) the Effective Time except the covenants of German
American in Sections 5.04, 5.05, 5.08, 5.09, 5.10 and
5.11 which shall survive the Effective Time. No
representation, warranty or covenant contained in this
Agreement shall survive (and no claims for the breach or
nonperformance thereof may be brought after) the
termination of this Agreement pursuant to Article Seven
hereof except those matters addressed in Sections 8.01,
8.02 and 8.03 hereof. The obligations of the parties
hereto in accordance with the terms and provisions hereof
shall survive, and shall continue to be enforceable
after, the Effective Time.

<PAGE>
<PAGE> A-48

SECTION 8.06. ENTIRE AGREEMENT. This Agreement
constitutes the entire agreement between the parties and
supersedes and cancels any and all prior discussions,
negotiations, undertakings and agreements between the
parties relating to the subject matter hereof, including,
without limitation, the Offer of Merger dated July 3,
1996 of German American accepted by Peoples and the
letter agreement dated May 2, 1996 between German
American and Austin Associates, Inc., as agent of
Peoples.

SECTION 8.07. HEADINGS AND CAPTIONS. The captions
of Articles and Sections hereof are for convenience only
and shall not control or affect the meaning or
construction of any of the provisions of this Agreement.

SECTION 8.08. WAIVER, AMENDMENT OR MODIFICATION.
The conditions of this Agreement which may be waived may
only be waived by written notice specifically waiving
such condition addressed to the party claiming the
benefit of the waiver. The failure of any party at any
time or times to require performance of any provision
hereof shall in no manner affect the right of such party
at a later time to enforce the same. This Agreement may
not be amended or modified except by a written document
duly executed by the parties hereto.

SECTION 8.09. RULES OF CONSTRUCTION. Unless the
context otherwise requires (a) a term used herein has the
meaning assigned to it, and (b) an accounting term not
otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles.

SECTION 8.10. COUNTERPARTS. This Agreement may be
executed in two or more counterparts, each of which shall
be deemed an original and all of which shall be deemed
one and the same instrument.

SECTION 8.11. SUCCESSORS. This Agreement shall be
binding upon and inure to the benefit of the parties
hereto and their respective successors. There shall be no
third party beneficiaries hereof.

SECTION 8.12. GOVERNING LAW; ASSIGNMENT. This
Agreement shall be governed by the laws of the State of
Indiana and, with respect to the Bank Merger, the
National Bank Act. This Agreement may not be assigned by
any of the parties hereto.

<PAGE>
<PAGE> A-49

IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first
above written, with the unanimous approval of their
respective Boards of Directors.

GERMAN AMERICAN BANCORP

By /s/ George W. Astrike
--------------------------

George W. Astrike
Chairman of the Board and
Chief Executive Officer

APPROVED BY THE MEMBERS OF THE BOARD OF DIRECTORS OF GERMAN
AMERICAN BANCORP:

/s/ George W. Astrike DAVID G. BUEHLER*
- ------------------------- ---------------------------

George W. Astrike David G. Buehler

WILLIAM R. HOFFMAN* MICHAEL B. LETT*
- ------------------------- ---------------------------

William R. Hoffman Michael B. Lett

GENE C. MEHNE* SKIP PLACE*
- ------------------------- ---------------------------

Gene C. Mehne Skip Place

ROBERT L. RUCKRIEGEL* MARK A. SCHROEDER*
- ------------------------- ---------------------------

Robert L. Ruckriegel Mark A. Schroeder

LARRY J. SEGER* JOSEPH F. STEURER*
- ------------------------- ---------------------------

Larry J. Seger Joseph F. Steurer

*By /s/ George W. Astrike
------------------------

George W. Astrike,
as Attorney-In-Fact
<PAGE>
<PAGE> A-50

GERMAN AMERICAN HOLDINGS
CORPORATION

By /s/ George W. Astrike
---------------------------

George W. Astrike
Chief Executive Officer

APPROVED BY THE MEMBERS OF THE BOARD OF DIRECTORS OF THE GERMAN
AMERICAN HOLDINGS CORPORATION:

/s/ George W. Astrike MARK A. SCHROEDER*
- ------------------------- -----------------------------

George W. Astrike Mark A. Schroeder

*By /s/ George W. Astrike
--------------------------

George W. Astrike,
as Attorney-In-Fact

<PAGE>
<PAGE> A-51

THE UNION BANK

By /s/ David L. Brown
---------------------------

David L. Brown
President

APPROVED BY THE MEMBERS OF THE BOARD OF DIRECTORS OF THE UNION
BANK:

JANE ASDELL* /s/ George W. Astrike
- ------------------------ ---------------------------

Jane Asdell George W. Astrike

DAVID L. BROWN* DANNY J. GREGORY*
- ------------------------ ---------------------------

David L. Brown Danny J. Gregory

J. DAVID LETT* MICHAEL B. LETT*
- ------------------------ ---------------------------

J. David Lett Michael B. Lett

MARK A. SCHROEDER*
- ------------------------

Mark A. Schroeder

*By /s/ George W. Astrike
--------------------------
George W. Astrike,
as Attorney-In-Fact

PEOPLES BANCORP OF WASHINGTON

By /s/ Joseph A. Wellman
---------------------------

Its President
---------------------------
<PAGE>
<PAGE> A-52

APPROVED BY THE MEMBERS OF THE BOARD OF DIRECTORS OF PEOPLES
BANCORP OF WASHINGTON:

The undersigned Directors of Peoples Bancorp of Washington hereby
(a) evidence their approval of this Agreement and the Mergers
contemplated hereby and (b) agree to vote the shares of Peoples
Common that are registered in their personal names (and agree to
use their best efforts to cause all additional shares of Peoples
Common over which they have voting control or influence to be
voted) in favor of the Holding Company Merger at the Peoples
Shareholders Meeting.

/s/ David F. Crane /s/ Randall J. Stoll
- ----------------------------- ---------------------------

/s/ Ziba F. Graham, Jr. /s/ Joel B. Smith
- ----------------------------- ---------------------------

/s/ Chet L. Thompson /s/ Bryan S. Bullock
- ----------------------------- ---------------------------

/s/ David Waller /s/ Joseph A. Wellman
- ----------------------------- ----------------------------

/s/ David B. Graham /s/ John J. Hoefling
- ----------------------------- ----------------------------

THE PEOPLES NATIONAL BANK
AND TRUST COMPANY

By /s/ Joseph A. Wellman
--------------------------

Its President & C.E.O.
--------------------------

<PAGE>
<PAGE> A-53

APPROVED BY THE MEMBERS OF THE BOARD OF DIRECTORS OF THE PEOPLES
NATIONAL BANK AND TRUST COMPANY:

/s/ David F. Crane /s/ Randall J. Stoll
- ---------------------------- ------------------------------

/s/ Ziba F. Graham, Jr. /s/ Joel B. Smith
- ----------------------------- ------------------------------

/s/ Chet L. Thompson /s/ Bryan S. Bullock
- ----------------------------- ------------------------------

/s/ David Waller /S/ Joseph A. Wellman
- ----------------------------- ------------------------------

/s/ David B. Graham /s/ John J. Hoefling
- ----------------------------- -----------------------------
<PAGE>
<PAGE> A-54
APPENDIX A

________________________________________________

PLAN OF MERGER

among

PEOPLES BANCORP OF WASHINGTON
(an Indiana corporation)

and

GERMAN AMERICAN HOLDINGS CORPORATION
(an Indiana corporation)

and joined in by

GERMAN AMERICAN BANCORP
(an Indiana corporation)

________________________________________________

<PAGE>
<PAGE> A-55

THIS PLAN OF MERGER, made and entered into as of
___________, 199__, between Peoples Bancorp of Washington, an
Indiana corporation ("Peoples"), German American Holdings
Corporation, an Indiana corporation ("GAHC"), and joined by
German American Bancorp, an Indiana corporation ("German
American").

W I T N E S S E T H:

WHEREAS, GAHC is a wholly owned subsidiary of German
American; and

WHEREAS, Peoples, German American and GAHC deem it advisable
for Peoples to merge with and into GAHC pursuant to this Plan of
Merger in accordance with the IBCL (as defined in Section 1.01);
and

WHEREAS, the Boards of Directors of the parties hereto have
approved an Agreement and Plan of Reorganization that was
executed and delivered as of ______________, 1996 between them
(the "Agreement and Plan of Reorganization");

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE ONE
THE HOLDING COMPANY MERGER

SECTION 1.01. THE HOLDING COMPANY MERGER. Pursuant to the
terms and provisions of this Plan of Merger and the Indiana
Business Corporation Law ("IBCL"), Peoples shall merge with and
into GAHC (the "Holding Company Merger"). The Holding Company
Merger shall be effective upon the filing of this Plan of Merger
in the Office of the Indiana Secretary of State (the "Effective
Time").

SECTION 1.02. MERGING CORPORATION. Peoples shall be the
merging corporation under the Holding Company Merger and its
corporate identity and existence, separate and apart from GAHC,
shall cease on consummation of the Holding Company Merger.

SECTION 1.03. SURVIVING CORPORATION. GAHC shall be the
surviving corporation in the Holding Company Merger and the
Articles of Incorporation and Bylaws of GAHC in effect prior to
the Holding Company Merger shall be the Articles of
Incorporation and Bylaws of the Surviving Corporation.
<PAGE>
<PAGE> A-56
ARTICLE TWO
TERMS OF THE HOLDING COMPANY MERGER
AND CONVERSION OF SHARES

SECTION 2.01. EFFECT OF THE HOLDING COMPANY MERGER. The
Holding Company Merger shall have all of the effects provided by
the IBCL.

SECTION 2.02. CONVERSION OF SHARES. At the Effective Time:

(a) Each of the not more than
593,334 shares of common stock, $1.00 stated value, of
Peoples ("Peoples Common") that are issued and outstanding
immediately prior to the Effective Time shall thereupon and
without further action be converted into the right to
receive X.XXXX [here insert Exchange Ratio to be determined
in accordance with Agreement and Plan of Reorganization]
shares of common stock, $10 par value, of German American
("German American Common") (the "Merger Consideration").

(b) The shares of German
American Common issued and outstanding immediately prior to
the Effective Time shall continue to be issued and
outstanding shares of German American.

(c)If any holders of Peoples
Common dissent from the Holding Company Merger and demand
dissenters' rights under the IBCL, any issued and
outstanding shares of Peoples Common held by such dissenting
holders shall not be converted as described in Section
2.02(a) but shall from and after the Effective Time
represent only the right to receive such consideration as
may be determined to be due to such dissenting holders
pursuant to the IBCL; provided, however, that each share of
Peoples Common outstanding immediately prior to the
Effective Time and held by a dissenting holder who shall,
after the Effective Time, withdraw his demand for
dissenters' rights or lose his right to exercise dissenters'
rights shall have only such rights as provided under the
IBCL.

<PAGE>
<PAGE> A-57

SECTION 2.03. FRACTIONAL SHARES. No fractional shares of
German American Common shall be issued and, in lieu thereof,
holders of shares of Peoples Common who would otherwise be
entitled to a fractional share interest (after taking into
account all shares of Peoples Common held by such holder) shall
be paid an amount in cash equal to the product of multiplying
such fractional share by $______________[here insert the average
of the highest bid and the lowest asked price of a share of
German American Common as quoted on the NASDAQ National Market
System on the last day of the Valuation Period.]

SECTION 2.04. EXCHANGE PROCEDURES; SURRENDER OF
CERTIFICATES.

(a)The German American Bank
shall act as Exchange Agent in the Holding Company Merger
(the "Exchange Agent").

(b)As soon as reasonably
practicable but in no event more than five days after the
Effective Time, the Exchange Agent shall mail to each record
holder of any Certificate or Certificates whose shares were
converted into the right to receive the Merger
Consideration, a letter of transmittal (which shall specify
that delivery shall be effected, and risk of loss and title
to the Certificates shall pass, only upon proper delivery of
the Certificates to the Exchange Agent and shall be in such
form and have such other provisions as German American may
reasonably specify) (each such letter the "Merger Letter of
Transmittal") and instructions for use in effecting the
surrender of the Certificates in exchange for the Merger
Consolidation. As soon as reasonably practical but in no
event more than five days after surrender to the Exchange
Agent of a Certificate, together with a Merger Letter of
Transmittal duly executed and any other required documents,
the Exchange Agent shall transmit to the holder of such
Certificate the Merger Consideration. No interest on the
Merger Consideration issuable upon the surrender of the
Certificates shall be paid or accrued for the benefit of
holders of Certificates. If the Merger Consideration is to
be issued to a person other than a person in whose name a
surrendered Certificate is registered, it shall be a
<PAGE>
<PAGE> A-58

condition of issuance that the surrendered Certificate shall
be properly endorsed or otherwise in proper form for
transfer and that the person requesting such issuance shall
pay to the Exchange Agent any required transfer or other
taxes or establish to the satisfaction of the Exchange Agent
that such tax has been paid or is not applicable. German
American reserves the right in all cases to require that a
surety bond on terms and in an amount satisfactory to German
American be provided to German American at the expense of
the Peoples shareholder in the event that such shareholder
claims loss of a Certificate and requests that German
American waive the requirement for surrender of such
Certificate.

ARTICLE THREE
AMENDMENT; TERMINATION; ASSIGNMENT

SECTION 3.01. AMENDMENT. At any time prior to the
Effective Time, the parties to this Agreement by mutual written
agreement authorized by their respective Boards of Directors (and
whether before or after the shareholders of GAHC and Peoples have
approved and adopted this Agreement) may amend this Agreement;
provided, however, that if the shareholders of Peoples have
approved and adopted this Agreement, any such amendment shall not
have a material adverse effect on the shareholders of Peoples.

SECTION 3.02. TERMINATION. This Plan of Merger may be
terminated by the parties hereto prior to the Effective Time
under the circumstances provided in, and strictly in accordance
with, the provisions of the Agreement and Plan of Reorganization.

SECTION 3.03. SUCCESSORS AND ASSIGNS. This Plan of Merger
and all of the provisions hereof shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors but none of the provisions hereof shall inure to the
benefit of any other person, firm, or corporation whomsoever.
Neither this Plan of Merger nor any of the rights, interests, or
obligations hereunder shall be assigned by either of the parties
hereto.

<PAGE>
<PAGE> A-59

IN WITNESS WHEREOF, the parties hereto have executed this
Plan of Merger as of the day and year first above written.

PEOPLES BANCORP OF
WASHINGTON

By
Joseph A. Wellman,
President and Chief
Executive Officer

GERMAN AMERICAN HOLDINGS
CORPORATION

By
George W. Astrike,
Chairman of the Board
and Chief Executive
Officer

German American Bancorp hereby joins in the foregoing Plan
of Merger.

GERMAN AMERICAN BANCORP

By
George W. Astrike,
Chairman of the Board
and Chief Executive
Officer

<PAGE>
<PAGE> B-1
APPENDIX B

INDIANA CODE 23-1-44 DISSENTERS RIGHTS

Ind. Code 23-1-44-1. "Corporation" defined

As used in this chapter, "corporation" means the issuer of the
shares held by a dissenter before the corporate action, or the
surviving or acquiring corporation by merger or share exchange of
that issuer.

Ind. Code 23-1-44-2. "Dissenter" defined

As used in this chapter, "dissenter" means a shareholder who
is entitled to dissent from corporate action under section 8 [IC
23-1-44-8] of this chapter and who exercises that right when and
in the manner required by sections 10 through 18 [IC 23-1-44-10
through IC 23-1-44-18] of this chapter.

Ind. Code 23-1-44-3. "Fair value" defined

As used in this chapter, "fair value," with respect to a
dissenter's shares, means the value of the shares immediately
before the effectuation of the corporate action to which the
dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be
inequitable.

Ind. Code 23-1-44-4. "Interest" defined

As used in this chapter, "interest" means interest from the
effective date of the corporate action until the date of payment,
at the average rate currently paid by the corporation on its
principal bank loans or, if none, at a rate that
is fair and equitable under all the circumstances.

Ind. Code 23-1-44-5. "Record shareholder" defined

As used in this chapter, "record shareholder" means the person
in whose name shares are registered in the records of a
corporation or the beneficial owner of shares to the extent that
treatment as a record shareholder is provided under a recognition
procedure or a disclosure procedure established under IC
23-1-30-4.

<PAGE>
<PAGE> B-2

Ind. Code 23-1-44-6. "Beneficial shareholder" defined

As used in this chapter, "beneficial shareholder" means the
person who is a beneficial owner of shares held by a nominee as
the record shareholder.

Ind. Code 23-1-44-7. "Shareholder" defined

As used in this chapter, "shareholder" means the record
shareholder or the beneficial shareholder.

Ind. Code 23-1-44-8. Shareholder dissent

(a) A shareholder is entitled to dissent from, and obtain
payment of the fair value of the shareholder's shares in the
event of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the
corporation is a party if:

(A) Shareholder approval is required for the merger by
IC 23-1-40-3 or the articles of incorporation; and

(B) The shareholder is entitled to vote on the merger.

(2) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be
acquired, if the shareholder is entitled to vote on the plan.

(3) Consummation of a sale or exchange of all, or
substantially all, of the property of the corporation other than
in the usual and regular course of business, if the shareholder
is entitled to vote on the sale or exchange, including a sale in
dissolution, but not including a sale pursuant to court order or
a sale for cash pursuant to a plan by which all or substantially
all of the net proceeds of the sale will be distributed to the
shareholders within one (1) year after the date of sale.

(4) The approval of a control share acquisition under IC
23-1-42.

(5) Any corporate action taken pursuant to a shareholder
vote to the extent the articles of incorporation, bylaws, or a
resolution of the board of directors provides that voting or
nonvoting shareholders are entitled to dissent and obtain payment
for their shares.

<PAGE>
<PAGE> B-3

(b) This section does not apply to the holders of shares of
any class or series if, on the date fixed to determine the
shareholders entitled to receive notice of and vote at the
meeting of shareholders at which the merger, plan of share
exchange, or sale or exchange of property is to be acted on, the
shares of
that class or series were:

(1) Registered on a United States securities exchange
registered under the Exchange Act (as defined in IC 23-1-43-9);
or

(2) Traded on the National Association of Securities
Dealers, Inc. Automated Quotations System Over-the-Counter
Markets ---- National Market Issues or a similar market.

(1) Who is entitled to dissent and obtain payment for the
shareholder's shares under this chapter; or

(2) Who would be so entitled to dissent and obtain payment
but for the provisions of subsection (b);

may not challenge the corporate action creating (or that, but for
the provisions of subsection (b), would have created) the
shareholder's entitlement.

Ind. Code 23-1-44-9. Beneficial shareholder dissent

(a) A record shareholder may assert dissenters' rights as to
fewer than all the shares registered in the shareholder's name
only if the shareholder dissents with respect to all shares
beneficially owned by any one (1) person and notifies the
corporation in writing of the name and address of each person on
whose behalf the shareholder asserts dissenters' rights. The
rights of a partial dissenter under this subsection are
determined as if the shares as to which the shareholder dissents
and the shareholder's other shares were registered in the names
of different shareholders.

(b) A beneficial shareholder may assert dissenters' rights as
to shares held on the shareholder's behalf only if:

(1) The beneficial shareholder submits to the corporation
the record shareholder's written consent to the dissent not later
than the time the beneficial shareholder asserts dissenters'
rights; and
<PAGE>
<PAGE> B-4

(2) The beneficial shareholder does so with respect to all
the beneficial shareholder's shares or those shares over which
the beneficial shareholder has power to direct the vote.

Ind. Code 23-1-44-10. Notice of dissenters' rights preceding
shareholder vote

(a) If proposed corporate action creating dissenters' rights
under section 8 [IC 23-1-44-8] of this chapter is submitted to a
vote at a shareholders' meeting, the meeting notice must state
that shareholders are or may be entitled to assert dissenters'
rights under this chapter.

(b) If corporate action creating dissenters' rights under
section 8 of this chapter is taken without a vote of
shareholders, the corporation shall notify in writing all
shareholders entitled to assert dissenters' rights that the
action was taken and send them the dissenters' notice described
in section 12 [IC 23-1-44-12] of this chapter.

Ind. Code 23-1-44-11. Notice of intent to dissent

(a) If proposed corporate action creating dissenters' rights
under section 8 [IC 23-1-44-8] of this chapter is submitted to a
vote at a shareholders' meeting, a shareholder who wishes to
assert dissenters' rights:

(1) Must deliver to the corporation before the vote is
taken written notice of the shareholder's intent to demand
payment for the shareholder's shares if the proposed action is
effectuated; and

(2) Must not vote the shareholder's shares in favor of the
proposed action.

(b) A shareholder who does not satisfy the requirements of
subsection (a) is not entitled to payment for the shareholder's
shares under this chapter.

Ind. Code 23-1-44-12. Notice of dissenters' rights following
action creating rights

(a) If proposed corporate action creating dissenters' rights
under section 8 [IC 23-1-44-8] of this chapter is authorized at a
shareholders' meeting, the corporation shall deliver a written
dissenters' notice to all shareholders who satisfied the
requirements of section 11 [IC 23-1-44-11] of this chapter.
<PAGE>
<PAGE> B-5

(b) The dissenters' notice must be sent no later than ten (10)
days after approval by the shareholders, or if corporate action
is taken without approval by the shareholders, then ten (10) days
after the corporate action was taken. The dissenters' notice
must:

(1) State where the payment demand must be sent and where
and when certificates for certificated shares must be deposited;

(2) Inform holders of uncertificated shares to what extent
transfer of the shares will be restricted after the payment
demand is received;

(3) Supply a form for demanding payment that includes the
date of the first announcement to news media or to shareholders
of the terms of the proposed corporate action and requires that
the person asserting dissenters' rights certify whether or not
the person acquired beneficial ownership of the shares before
that date;

(4) Set a date by which the corporation must receive the
payment demand, which date may not be fewer than thirty (30) nor
more than sixty (60) days after the date the subsection (a)
notice is delivered; and

(5) Be accompanied by a copy of this chapter.

Ind. Code 23-1-44-13. Demand for payment by dissenter

(a) A shareholder sent a dissenters' notice described in IC
23-1-42-11 or in section 12 [IC 23-1-44-12] of this chapter must
demand payment, certify whether the shareholder acquired
beneficial ownership of the shares before the date required to be
set forth in the dissenter's notice under section 12(b)(3) [IC
23-1-44-12(b)(3)] of this chapter, and deposit the shareholder's
certificates in accordance with the terms of the notice.

(b) The shareholder who demands payment and deposits the
shareholder's shares under subsection (a) retains all other
rights of a shareholder until these rights are cancelled or
modified by the taking of the proposed corporate action.

(c) A shareholder who does not demand payment or deposit the
shareholder's share certificates where required, each by the date
set in the dissenters' notice, is not entitled to payment for the
shareholder's shares under this chapter and is considered, for
purposes of this article, to have voted the shareholder's shares
in favor of the proposed corporate action.

<PAGE>
<PAGE> B-6

Ind. Code 23-1-44-14. Transfer of shares restricted after demand
for payment

(a) The corporation may restrict the transfer of
uncertificated shares from the date the demand for their payment
is received until the proposed corporate action is taken or the
restrictions released under section 16 [IC 23-1-44-16] of this
chapter.

(b) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder
until these rights are cancelled or modified by the taking of the
proposed corporate action.

Ind. Code 23-1-44-15. Payment to dissenter

(a) Except as provided in section 17 [IC 23-1-44-17] of this
chapter, as soon as the proposed corporate action is taken, or,
if the transaction did not need shareholder approval and has been
completed, upon receipt of a payment demand, the corporation
shall pay each dissenter who complied with section 13 [IC
23-1-44-13] of this chapter the amount the corporation estimates
to be the fair value of the dissenter's shares.

(b) The payment must be accompanied by:

(1) The corporation's balance sheet as of the end of a
fiscal year ending not more than sixteen (16) months before the
date of payment, an income statement for that year, a statement
of changes in shareholders' equity for that year, and the latest
available interim financial statements, if any;

(2) A statement of the corporation's estimate of the fair
value of the shares; and

(3) A statement of the dissenter's right to demand payment
under section 18 [IC 23-1-44-18] of this chapter.

Ind. Code 23-1-44-16. Return of shares and release of
restrictions

(a) If the corporation does not take the proposed action
within sixty (60) days after the date set for demanding payment
and depositing share certificates, the corporation shall return
the deposited certificates and release the transfer restrictions
imposed on uncertificated shares.

<PAGE>
<PAGE> B-7

(b) If after returning deposited certificates and releasing
transfer restrictions, the corporation takes the proposed action,
it must send a new dissenters' notice under section 12 [IC
23-1-44-12] of this chapter and repeat the payment demand
procedure.

Ind. Code 23-1-44-17. Offer of fair value for shares obtained
after first announcement

(a) A corporation may elect to withhold payment required by
section 15 [IC 23-1-44-15] of this chapter from a dissenter
unless the dissenter was the beneficial owner of the shares
before the date set forth in the dissenters' notice as the date
of the first announcement to news media or to shareholders of the
terms of the proposed corporate action.

(b) To the extent the corporation elects to withhold payment
under subsection (a), after taking the proposed corporate action,
it shall estimate the fair value of the shares and shall pay this
amount to each dissenter who agrees to accept it in full
satisfaction of the dissenter's demand. The corporation shall
send with its offer a statement of its estimate of the fair value
of the shares and a statement of the dissenter's right to demand
payment under section 18 [IC 23-1-44-18] of this chapter.

Ind. Code 23-1-44-18. Dissenter demand for fair value under
certain conditions

(a) A dissenter may notify the corporation in writing of the
dissenter's own estimate of the fair value of the dissenter's
shares and demand payment of the dissenter's estimate (less any
payment under section 15 [IC 23-1-44-15] of this chapter), or
reject the corporation's offer under section 17 [IC 23-1-44-17]
of
this chapter and demand payment of the fair value of the
dissenter's shares, if:

(1) The dissenter believes that the amount paid under
section 15 of this chapter or offered under section 17 of this
chapter is less than the fair value of the dissenter's shares;

(2) The corporation fails to make payment under section 15
of this chapter within sixty (60) days after the date set for
demanding payment; or

(3) The corporation, having failed to take the proposed
action, does not return the deposited certificates or release the
transfer restrictions imposed on uncertificated shares within
sixty (60) days after the date set for demanding payment.
<PAGE>
<PAGE> B-8

(b) A dissenter waives the right to demand payment under this
section unless the dissenter notifies the corporation of the
dissenter's demand in writing under subsection (a) within thirty
(30) days after the corporation made or offered payment for the
dissenter's shares.

Ind. Code 23-1-44-19. Effect of failure to pay demand --
Commencement of judicial appraisal proceeding

(a) If a demand for payment under IC 23-1-42-11 or under
section 18 [IC 23-1-44-18] of this chapter remains unsettled, the
corporation shall commence a proceeding within sixty (60) days
after receiving the payment demand and petition the court to
determine the fair value of the shares. If the corporation does
not commence the proceeding within the sixty (60) day period, it
shall pay each dissenter whose demand remains unsettled the
amount demanded.

(b) The corporation shall commence the proceeding in the
circuit or superior court of the county where a corporation's
principal office (or, if none in Indiana, its registered office)
is located. If the corporation is a foreign corporation without a
registered office in Indiana, it shall commence the proceeding in
the county in Indiana where the registered office of the domestic
corporation merged with or whose shares were acquired by the
foreign corporation was located.

(c) The corporation shall make all dissenters (whether or not
residents of this state) whose demands remain unsettled parties
to the proceeding as in an action against their shares and all
parties must be served with a copy of the petition. Nonresidents
may be served by registered or certified mail or by publication
as provided by law.

(d) The jurisdiction of the court in which the proceeding is
commenced under subsection (b) is plenary and exclusive. The
court may appoint one (1) or more persons as appraisers to
receive evidence and recommend decision on the question of fair
value. The appraisers have the powers described in the order
appointing them or in any amendment to it. The dissenters are
entitled to the same
discovery rights as parties in other civil proceedings.

(e) Each dissenter made a party to the proceeding is entitled
to judgment:

(1) For the amount, if any, by which the court finds the
fair value of the dissenter's shares, plus interest, exceeds the
amount paid by the corporation; or
<PAGE>
<PAGE> B-9

(2) For the fair value, plus accrued interest, of the
dissenter's after-acquired shares for which the corporation
elected to withhold payment under section 17 [IC 23-1-44-17] of
this chapter.

Ind. Code 23-1-44-20. Judicial determination and assessment of
costs

(a) The court in an appraisal proceeding commenced under
section 19 [IC 23-1-44-19] of this chapter shall determine all
costs of the proceeding, including the reasonable compensation
and expenses of appraisers appointed by the court. The court
shall assess the costs against such parties and in such amounts
as the court finds equitable.

(b) The court may also assess the fees and expenses of counsel
and experts for the respective parties, in amounts the court
finds equitable:

(1) Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not
substantially comply with the requirements of sections 10 through
18 [IC 23-1-44-10 through IC 23-1-44-18] of this chapter; or

(2) Against either the corporation or a dissenter, in favor
of any other party, if the court finds that the party against
whom the fees and expenses are assessed acted arbitrarily,
vexatiously, or not in good faith with respect to the rights
provided by this chapter.

(c) If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters
similarly situated and that the fees for those services should
not be assessed against the corporation, the court may award to
these counsel reasonable fees to be paid out of the amounts
awarded the
dissenters who were benefited.

<PAGE>
<PAGE> C-1
APPENDIX C

[AUSTIN ASSOCIATES, INC. LETTERHEAD]

January 30, 1997

Board of Directors
Peoples Bancorp of Washington
201 East Main Street
Washington, IN 47501

Members of the Board:

You have requested our opinion as to the fairness, from a
financial point of view, to Peoples Bancorp of Washington
("Peoples") and its shareholders of the terms of the Agreement
and Plan of Reorganization dated September 27, 1996 ("Agreement")
by and among Peoples, The Peoples National Bank and Trust Company
("Peoples Bank"), German American Bancorp, Jasper, Indiana
("German American"), German American Holdings Corporation
("GAHC"), and The Union Bank ("Union") Peoples owns all of the
stock of Peoples Bank, and German American owns all of the stock
of GAHC and Union. The terms of the Agreement provide for the
merger of Union with and into Peoples Bank and simultaneously
Peoples will be merged with and into GAHC, with the result that
Peoples Bank will become a wholly-owned subsidiary of German
American.

The terms of the Agreement provide for all of the
outstanding shares of Peoples to be converted into shares of
German American at an exchange ratio that will float between a
minimum of 1.0372 and a maximum of 1.1669 shares of German
American for each of the 593,334 shares of Peoples Common Stock
outstanding, depending upon the market value of German American
Common Stock during a pre-closing Valuation Period. This range
has been adjusted for the five percent stock dividend declared by
German American in October, 1996.

If the German American Common Stock is valued between $30.48
and $34.29 per share during the Valuation Period, then the
Exchange Ratio will be determined within the above range by
dividing $21,100,000 by the per share market value of German
American to determine the total number of German American shares
to be issued in the transaction. The total number of shares will
then be divided by 593,334 to determine the Exchange Ratio. If
the German American stock value is equal to or less than $30.48
during the Valuation Period, the exchange ratio shall be 1.1669,
provided, however, that Peoples may at its option terminate the
Agreement in that event. If the German American stock value is
equal to or greater than $34.29 during the Valuation Period, the
exchange ratio shall be 1.0372. German American will pay cash
for fractional shares.

<PAGE>
<PAGE> C-2

In carrying out our engagement, we have reviewed and
analyzed material bearing upon the financial and operating
condition of Peoples and German American, including but not
limited to the following: (i) the Prospectus/Proxy Statement;
(ii) the financial statements of Peoples and German American for
the period 1992 through September, 1996; (iii) certain other
publicly available information regarding Peoples and German
American; (iv) publicly available information regarding the
performance of certain other companies whose business activities
were believed by Austin Associates to be generally comparable to
those of Peoples and German American; (v) the financial terms, to
the extent publicly available, of certain comparable
transactions; and (vi) such other analysis and information as we
deemed relevant.

In our review and analysis, we relied upon and assumed the
accuracy and completeness of the financial and other information
provided to us or publicly available, and have not attempted to
verify the same. We have made no independent verification as to
the status of individual loans made by Peoples or German
American, and have instead relied upon representations and
information concerning loans of Peoples and German American in
the aggregate. In rendering our opinion, we have assumed that
the transaction will be a tax-free reorganization with no
material adverse tax consequences to Peoples or German American,
or to Peoples shareholders receiving German American stock. In
addition, we have assumed in the course of obtaining the
necessary regulatory approvals for the transaction, no condition
will be imposed that will have a material adverse effect on the
contemplated benefits of the transaction to Peoples and its
shareholders.

Based upon our analysis and subject to the qualifications
described herein, we believe that as of the date of this letter,
the terms of the Agreement are fair, from a financial point of
view, to Peoples and its shareholders.

For our services in rendering this opinion, Peoples will pay
us a fee and indemnify us against certain liabilities.

/s/ Austin Associates, Inc.

Austin Associates, Inc.<PAGE>
<PAGE> D-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
I X I Quarterly Report pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 for the Quarterly Period Ended September 30, 1996

I I Transition Report pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 for the Transition Period from to
----------
- -----------

Commission File Number 0-11244

German American Bancorp
(Exact name of registrant as specified in its charter)

INDIANA 35-1547518
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

711 Main Street, Jasper, Indiana 47546
(Address of Principal Executive Offices and Zip Code)

Registrant's telephone number, including area code: (812) 482-1314

Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES X NO
---------- ----------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class Outstanding at
October 30, 1996
Common Stock, $10.00 par value 1,830,880

<PAGE>
<PAGE> D-2
GERMAN AMERICAN BANCORP

INDEX

PART I. FINANCIAL INFORMATION

Item 1.
Consolidated Balance Sheets -- September 30, 1996 and
December 31, 1995
Consolidated Statements of Income -- Three Months
Ended September 30, 1996 and 1995

Consolidated Statements of Income -- Nine Months Ended
September 30, 1996 and 1995

Consolidated Statements of Cash Flows -- Nine Months
Ended September 30, 1996 and 1995

Notes to Consolidated Financial Statements --
September 30, 1996

Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>
<PAGE> D-3
PART 1.FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS

GERMAN AMERICAN BANCORP
CONSOLIDATED BALANCE SHEET
(dollar references in thousands except share data)
(unaudited)

September 30, December 31,
1996 1995
ASSETS
Cash and Due from Banks $12,963 $15,421
Federal Funds Sold 9,525 12,550
Cash and Cash Equivalents 22,488 27,971

Interest-bearing Balances with Banks 699 897
Other Short-term Investments 499 5,929
Securities Available-for-Sale,
at market (Note 3) 82,192 78,908
Securities Held-to-Maturity, at cost
(Market Value of $14,461 and $11,237
on September 30, 1996 and December 31,
1995, respectively) (Note 3) 14,079 10,607

Loans (Note 4) 249,285 231,127
Less: Unearned Income (355) (537)
Allowance for Loan Losses (Note 5) (6,030) (5,933)
Loans, Net 242,900 224,657

Premises, Furniture and Equipment, Net 10,025 9,624
Other Real Estate 262 286
Intangible Assets 1,827 1,990
Accrued Interest Receivable
and Other Assets 6,857 6,894

TOTAL ASSETS $381,828 $367,763

LIABILITIES
Noninterest-bearing Deposits $34,929 $40,855
Interest-bearing Deposits 301,575 286,724
Total Deposits 336,504 327,579

Short-term Borrowings 3,196 ---
Accrued Interest Payable and
Other Liabilities 3,580 3,228

TOTAL LIABILITIES 343,280 330,807

<PAGE>
<PAGE> D-4

SHAREHOLDERS' EQUITY
Common Stock, $10 par value; 5,000,000
shares authorized, and 1,830,880 and
1,825,040 issued and outstanding
in 1996 and 1995, respectively
(Note 6) 18,309 18,250
Preferred Stock, $10 par value; 500,000
shares authorized, no shares issued --- ---
Additional Paid-in Capital 5,587 5,449
Retained Earnings 14,146 12,398
Unrealized Appreciation on Securities
Available-for-Sale (Net of tax of $332
and $571 in 1996 and 1995,
respectively) 506 859

TOTAL SHAREHOLDERS' EQUITY 38,548 36,956

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $381,828 $367,763

See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE> D-5
GERMAN AMERICAN BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(dollar references in thousands except per share data)
(unaudited)

Three Months Ended
September 30,
1996 1995

INTEREST INCOME
Interest and Fees on Loans $5,500 $5,424
Interest on Federal Funds Sold 105 159
Interest on Short-term Investments 19 181
Interest and Dividends on Securities 1,448 1,159
TOTAL INTEREST INCOME 7,072 6,923

INTEREST EXPENSE
Interest on Deposits 3,439 3,277
Interest on Short-term Borrowings 15 36
TOTAL INTEREST EXPENSE 3,454 3,313

NET INTEREST INCOME 3,618 3,610
Provision for Loan Losses 67 (213)
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 3,551 3,823

NONINTEREST INCOME
Income from Fiduciary Activities 48 37
Service Charges on Deposit Accounts 210 161
Investment Services Income 107 55
Other Charges, Commissions, and Fees 94 100
Gains on Sales of Loans and
Other Real Estate 0 0
Gains on Sales of Securities 0 0
TOTAL NONINTEREST INCOME 459 353

NONINTEREST EXPENSE
Salaries and Employee Benefits 1,452 1,350
Occupancy Expense 204 207
Furniture and Equipment Expense 188 187
FDIC Premiums 175 3
Computer Processing Fees 107 103
Professional Fees 122 44
Other Operating Expenses 546 524
TOTAL NONINTEREST EXPENSE 2,794 2,418

Income before Income Taxes 1,216 1,758
Income Tax Expense 359 598
Net Income $857 $1,160

Earnings Per Share (Note 2) $0.45 $0.61

Dividends Paid Per Share (Note 2) $0.20 $0.18

See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE> D-6
GERMAN AMERICAN BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(dollar references in thousands except per share data)
(unaudited)

Nine Months Ended
September 30,
1996 1995

INTEREST INCOME
Interest and Fees on Loans $16,343 $15,680
Interest on Federal Funds Sold 411 535
Interest on Short-term Investments 141 610
Interest and Dividends on Securities 4,157 3,323
TOTAL INTEREST INCOME 21,052 20,148

INTEREST EXPENSE
Interest on Deposits 10,072 9,226
Interest on Short-term Borrowings 37 168
TOTAL INTEREST EXPENSE 10,109 9,394

NET INTEREST INCOME 10,943 10,754
Provision for Loan Losses (Note 5) 145 15
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 10,798 10,739

NONINTEREST INCOME
Income from Fiduciary Activities 146 142
Service Charges on Deposit Accounts 555 456
Investment Services Income 329 155
Other Charges, Commissions, and Fees 288 333
Gains on Sales of Loans and
Other Real Estate 2 21
Gains on Sales of Securities 0 0
TOTAL NONINTEREST INCOME 1,320 1,107

NONINTEREST EXPENSE
Salaries and Employee Benefits 4,278 3,963
Occupancy Expense 609 606
Furniture and Equipment Expense 546 541
FDIC Premiums 210 351
Computer Processing Fees 313 297
Professional Fees 267 121
Other Operating Expenses 1,566 1,484
TOTAL NONINTEREST EXPENSE 7,789 7,363

Income before Income Taxes 4,329 4,483
Income Tax Expense 1,324 1,460
Net Income $3,005 $3,023

Earnings Per Share (Note 2) $1.57 $1.58

Dividends Paid Per Share (Note 2) $0.59 $0.54

See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE> D-7
GERMAN AMERICAN BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar references in thousands)
(unaudited)
Nine Months Ended
September 30,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $3,005 $3,023
Adjustments to Reconcile Net Income to
Net Cash from Operating Activities:
Amortization and Accretion of Investments (41) (567)
Depreciation and Amortization 695 707
Provision for Loan Losses 145 15
Gains on Sales of Securities --- ---
Gains on Sales of Loans and
Other Real Estate (2) (21)
Change in Assets and Liabilities:
Unearned Income (182) (224)
Interest Receivable (295) (377)
Other Assets 540 (248)
Interest Payable 77 362
Deferred Loan Fees (18) 64
Deferred Taxes 31 (489)
Other Liabilities 275 926
Total Adjustments 1,225 148

Net Cash from Operating Activities 4,230 3,171

CASH FLOWS FROM INVESTING ACTIVITIES
Change in Interest-bearing Balances
with Banks 198 696
Proceeds from Maturities of Other
Short-term Investments 7,000 46,632
Purchase of Other Short-term
Investments (1,466) (40,549)
Proceeds from Maturities of Securities
Available-for-Sale 23,605 3,553
Proceeds from Sales of Securities
Available-for-Sale --- ---
Purchase of Securities
Available-for-Sale (27,541) (15,044)
Proceeds from Maturities of Securities
Held-to-Maturity 204 6,975
Proceeds from Sales of Securities
Held-to-Maturity --- ---
Purchase of Securities Held-to-Maturity (3,679) (2,737)
Purchase of Loans (977) (3,509)
Loans Made to Customers net of
Payments Received (17,211) (7,620)
Proceeds from Sales of Loans --- 500
Property and Equipment Expenditures (933) (796)
Proceeds from Sales of Other Real Estate 26 147
Net Cash from Investing Activities (20,774) (11,752)

<PAGE>
<PAGE> D-8

CASH FLOWS FROM FINANCING ACTIVITIES
Change in Deposits 8,925 12,707
Change in Short-term Borrowings 3,196 (5,665)
Dividends Paid (1,133) (1,044)
Exercise of Stock Options 8 22
Issuance of Shares under Dividend
Reinvestment Plan 65 ---
Purchase and Retire Common Stock --- (110)
Net Cash from Financing Activities 11,061 5,910

Net Change in Cash and Cash Equivalents (5,483) (2,671)
Cash and Cash Equivalents at
Beginning of Year 27,971 22,286
Cash and Cash Equivalents at
End of Period $22,488 $19,615
Cash Paid During the Year for:
Interest $10,032 $9,032
Income Taxes 1,396 1,371

See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE> D-9
GERMAN AMERICAN BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)

Note 1 -- Basis of Presentation

Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with Generally Accepted Accounting Principles have been
condensed or omitted. All adjustments made by
management to these unaudited statements were of a
normal recurring nature. It is suggested that these
consolidated financial statements and notes be read in
conjunction with the financial statements and notes
thereto in the German American Bancorp's December 31,
1995 Annual Report to Shareholders.

German American Bancorp (the ``Company'') is a
multi-bank holding company based in Jasper, Indiana.
Its four affiliate banks conduct business in sixteen
offices in Dubois, Martin, Pike, Perry and Spencer
Counties, Indiana.

Note 2 -- Per Share Data

The weighted average number of shares used in
calculating earnings and dividends per share amounts
were 1,921,583 and 1,916,890 for the third quarters of
1996 and 1995, respectively. The weighted average
number of shares for the first nine months of 1996 and
1995 were 1,919,799 and 1,917,388, respectively. The
weighted average amounts have been retroactively
restated for the effect of 5% stock dividends declared
in October 1996 and October 1995.

Note 3 -- Securities

At September 30, 1996 and December 31, 1995, U.S.
Government Agency structured notes with an amortized
cost of $3,000,000 and $9,250,000, respectively and
fair value of $2,916,000 and $9,201,000, respectively,
are included in securities available-for-sale,
consisting primarily of step-up and single-index bonds.

<PAGE>
<PAGE> D-10

Information regarding collateralized mortgage
obligations (CMO's) and real estate mortgage investment
conduits (REMIC's) is as follows:

September 30, December 31,
1996 1995

(dollar references in thousands)

Amortized Cost $24,466 $29,429
Fair Value 24,648 29,474

Fixed Rate 23,229 28,041
Variable Rate 1,419 1,433
Note 3 -- Securities (continued)

The amortized cost and estimated market values of Securities as
of September 30, 1996 are as follows:

Estimated
Amortized Market
Securities Available-for-Sale: Cost Value

U.S. Treasury Securities and
Obligations of U.S. Government
Corporations and Agencies $32,382 $32,117
Obligations of State and Political
Subdivisions 16,735 17,536
Corporate Securities 7,771 7,891
Mortgage-backed Securities 24,466 24,648

Total $81,354 $82,192

Estimated
Amortized Market
Securities Held-to-Maturity: Cost Value

Obligations of State and Political
Subdivisions $13,065 $13,447
Other Securities 1,014 1,014

Total $14,079 $14,461
<PAGE>
<PAGE> D-11

The amortized cost and estimated market values of Securities as
of December 31, 1995 are as follows:
Estimated
Amortized Market
Securities Available-for-Sale: Cost Value

U.S. Treasury Securities and
Obligations of U.S. Government
Corporations and Agencies $23,727 $23,787
Obligations of State and Political
Subdivisions 14,232 15,386
Corporate Securities 6,375 6,463
Mortgage-backed Securities 33,144 33,272

Total $77,478 $78,908

Estimated
Amortized Market
Securities Held-to-Maturity: Cost Value

Obligations of State and Political
Subdivisions $9,869 $10,499
Other Securities 738 738

Total $10,607 $11,237

Note 4 -- Loans

Loans, as presented on the balance sheet, are comprised of the
following classifications:
September 30, December 31,
1996 1995
(dollar references in thousands)

Real Estate Loans Secured by 1-4
Family Residential Properties $73,428 $68,826
Loans to Finance Poultry Production
and other Related Operations 16,421 23,784
Loans to Finance Agricultural
Production and Other Loans
to Farmers 31,147 27,310
Commercial and Industrial Loans 87,301 74,612
Loans to Individuals for Household,
Family and Other Personal
Expenditures 39,683 34,685
Economic Development Commission Bonds 588 608
Lease Financing 717 1,302
Total Loans $249,285 $231,127

<PAGE>
<PAGE> D-12

Information regarding impaired loans is as follows at September
30, 1996 and December 31, 1995:

September 30, December 31,
1996 1995
(dollar references in thousands)

Balance of impaired loans $4,132 $6,244
Less: Portion for which no
allowance for loan loss is
allocated 237 215
Portion of impaired loan balance for
which an allowance
for credit losses is allocated $3,895 $6,029

Portion of allowance for loan losses
allocated to the impaired loan balance $996 $898

Note 5 -- Allowance for Loan Losses

A summary of the activity in the Allowance for Loan Losses is
as follows:
1996 1995
(dollar references in thousands)

Balance at January 1 $5,933 $5,669
Provision for Loan Losses 145 15
Recoveries of Prior Loan Losses 203 430
Loan Losses Charged to the Allowance (251) (280)
Balance at September 30 $6,030 $5,834

Note 6 -- Stock Dividend

The Company's Board of Directors declared a five percent stock
dividend on the Company's Common Stock in October 1996, payable
December 6, 1996 to holders of record November 8, 1996. These
additional shares will be recorded during the fourth quarter of
1996; however, the stock dividend has been given retroactive
effect for purposes of computing per share data in the
consolidated financial statements. See Note 2.

Note 7 -- Stock Options

As of January 1, 1996 Statement of Financial Accounting
Standards No. 123 (FAS123), `Accounting for Stock-Based
Compensation'' is applicable to the Company. FAS123 encourages,
but does not require, the use of a `fair value based method'' to
account for stock-based compensation plans. The Company has

<PAGE>
<PAGE> D-13

elected not to change its accounting for stock options to a fair
value based method, and no compensation expense was recorded for
stock options granted during the nine months ended September 30,
1996.

Note 8 -- Proposed Acquisition

The Company signed a definitive agreement in September 1996
providing for the merger of Peoples Bancorp of Washington
(Washington, Indiana) (`Peoples Bancorp') with a subsidiary of
the Company. Peoples Bancorp owns all of the outstanding stock
of Peoples National Bank and Trust Company, Washington, Indiana
(`Peoples Bank''). Peoples Bank operates four banking offices in
Daviess County, Indiana.

Under the terms of the agreement, the Company will issue to the
shareholders of Peoples Bancorp between 615,417 and 692,344
shares of Company Common Stock as adjusted for the Company's five
percent stock dividend declared in October 1996 (subject to
further antidilution adjustments in the event of any future stock
dividends, splits and the like), depending upon the Company's
average common stock price during a period prior to the date of
the merger closing. Based on the reported bid / asked quotations
for the Company's Common Stock during the period preceding
September 30, 1996, the Company would have issued the minimum
number of shares had the merger closed on September 30, 1996.
The transaction is expected to be accounted for as a pooling of
interests.

The proposed merger is subject to approval by the shareholders
of Peoples Bancorp, approvals of bank regulatory agencies, and
other conditions. The parties contemplate that the merger will
be effective in late 1996 or early 1997. As of December 31,
1995 and for the year then ended, Peoples Bancorp reported total
assets of $90,841,580, shareholders' equity of $8,832,441 and net
income of $823,972.
ITEM 2.
<PAGE>
<PAGE> D-14
GERMAN AMERICAN BANCORP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

German American Bancorp (``the Company'') is a multi-bank
holding company based in Jasper, Indiana. Its four affiliate
banks conduct business in sixteen offices in Dubois, Martin,
Pike, Perry and Spencer Counties, Indiana. The banks provide a
wide range of financial services, including accepting deposits;
making commercial, mortgage and consumer loans; issuing credit
life, accident and health insurance; providing trust services for
personal and corporate customers; providing safe deposit
facilities; and providing investment advisory and brokerage
services.

This section presents an analysis of the consolidated financial
condition of the Company as of September 30, 1996 and December
31, 1995 and the consolidated results of operations for the
periods ended September 30, 1996 and 1995. This review should be
read in conjunction with the consolidated financial statements
and other financial data presented elsewhere herein and with the
financial statements and other financial data and the
Management's Discussion and Analysis of Financial Condition and
Results of Operations included in the Company's December 31, 1995
Annual Report to Shareholders.

RESULTS OF OPERATIONS

Net Income:

The Company's earnings for the third quarter of 1996 were
$857,000 or $.45 per share, a decrease of $303,000 (or 26%) from
the Company's third quarter earnings for 1995 of $1,160,000 or
$.61 per share. The Company's net income for the nine months
ended September 30, 1996, were $3,005,000 or $1.57 per share,
down slightly from net income for the comparable 1995 period of
$3,023,000 or $1.58 per share.

The earnings comparisons for both the three month period and
the nine month period were materially impacted by three factors.
First, the FDIC made a $157,000 special assessment against the
Company's Savings Association Insurance Fund (SAIF) deposits in
the third quarter of 1996 compared to a $166,000 FDIC premium
refund recorded by the Company in the third quarter of 1995.
Second, the Company's third quarter 1995 operating results were
positively impacted by a significantly reduced level of provision
for loan loss resulting from the 1995 recovery by one of its
affiliate banks of a previously charged-off loan totaling
$327,000. Third, 1996 earnings have been affected by expenses

<PAGE>
<PAGE> D-15

associated with the Company's pending acquisition of Peoples
Bancorp of Washington, Indiana. The Company's after-tax expenses
for these three items increased by $339,000 ($.18 per share)
during the three month period, and by $77,000 ($.04 per share)
during the nine month period ended September 30, 1996, as
compared to the prior year periods.

Net Interest Income:

Net Interest Income is the Company's largest component of
income and represents the difference between interest and fees
earned on loans and investments and the interest paid on
interest-bearing liabilities. In this discussion net interest
income is presented on a `tax-equivalent'' basis whereby tax
exempt income, such as interest on securities of state and
political subdivisions, has been increased to the amount that
would have been earned on a comparable taxable basis. This
adjustment places taxable and non-taxable income on a common
basis and allows an accurate comparison of rates and yields.

The following table summarizes German American Bancorp's net
interest income (on a tax-equivalent basis) for each of the
periods presented herein. An effective tax rate of 34 percent is
used on each period presented.

Nine Months Change from
Ended September 30, Prior Period

1996 1995 Amount Percent
(dollar references in thousands)

Interest Income $21,742 $20,739 $1,003 4.8%
Interest Expense 10,109 9,394 715 7.6%
Net Interest Income $11,633 $11,345 $288 2.5%

<PAGE>
<PAGE> D-16
Three Months Change from
Ended September 30, Prior Period

1996 1995 Amount Percent
(dollar references in thousands)

Interest Income $7,318 $7,126 $192 2.7%
Interest Expense 3,454 3,313 141 4.3%
Net Interest Income $3,864 $3,813 $51 1.3%

<PAGE>
<PAGE> D-17

For the first three quarters of 1996, the tax-equivalent net
interest income of $11,633,000 exceeded the 1995 amount by
$288,000 or 2.5%. For the third quarter of 1996, tax-equivalent
net interest income of $3,864,000 increased by $51,000 or 1.3%
from the 1995 level. The net interest margin for the first nine
months of 1996 was 4.48% versus 4.61% for 1995. The increase in
the level of higher yielding assets, such as loans, which
occurred during the period in 1996 resulted in a corresponding
increase in net interest income. The decrease in net interest
margin reflects the effect of the decline in general interest
rates which occurred during the last half of 1995 and the
majority of 1996. This decrease in the net interest margin
occurred as a result of the impact on the average yields on loans
and short-term investments which react more quickly to changes in
general short-term interest rates than the average yields on
investment securities and the average rates paid on
interest-bearing deposits.

Provision For Loan Losses:

The Company provides for loan losses through regular provisions
to the allowance for loan losses. These provisions are made at a
level which is considered necessary by management to absorb
estimated losses in the loan portfolio. A detailed evaluation of
the adequacy of this loan loss reserve is completed quarterly by
management.

During the third quarter of 1995, it became evident that a
single loan which was previously charged against the allowance
for loan losses in the amount of $327,000 had returned to
performing status. The full amount of the loan was recognized
during the third quarter of 1995 as a recovery of prior loan
losses. As a result of this recovery and based on Management's
evaluation of the adequacy of the allowance for loan losses, a
negative charge to the provision for loan losses was taken during
the third quarter of 1995. Accordingly, the provision for loan
losses for the third quarter of 1995 was a negative $213,000 and
for the first nine months of 1995 was only $15,000. The
comparable provision increased by $280,000 (to $67,000) for the
third quarter of 1996 and by $130,000 (to $145,000) for the nine
months ended September 30, 1996.

The amount of future years' provision for loan loss will be
subject to adjustment based on the findings of future evaluations
of the adequacy of the loan loss reserve. Net charge-offs were
$48,000 or 0.02 percent of average loans for the first nine
months of 1996. For the same period of 1995, net recoveries were
$150,000. Underperforming loans, as a percentage of total loans
were 1.24 and 1.51 percent on September 30, 1996 and December 31,
1995, respectively. See discussion headed `Financial Condition''
for more information regarding underperforming assets.
<PAGE>
<PAGE> D-18

Noninterest Income:

Noninterest income, exclusive of gains realized on the sales of
Loans and Other Real Estate, for the first three quarters of 1996
was $1,318,000. This was $232,000 or 21.4 percent greater than
the $1,086,000 posted for the same period of 1995. Investment
Services Income for 1996 increased by $174,000 from that earned
in 1995.

Third quarter noninterest income, exclusive of gains realized
on the sales of Loans and Other Real Estate, increased by
$106,000 in 1996 primarily as a result of the $52,000 increase in
Investment Services Income.

The Company had no security sales during 1996 or 1995.

Noninterest Expense:

Total noninterest expense for the first nine months of 1996 was
$7,789,000 which translates to a $426,000 or 5.8% increase over
the $7,363,000 posted for the same period in 1995. Total
noninterest expense for the third quarter of 1996 was $2,794,000
which represents a $376,000 or 15.6% increase over the $2,418,000
posted for the same period in 1995.

The largest single component of noninterest expense, Salaries
and Employee Benefits, represents 54.9% of total noninterest
expenses for 1996. This expense category was $4,278,000 during
the first nine months of 1996, an increase of $315,000 or 7.9%
from the 1995 level of $3,963,000. Salaries and employee benefits
were $1,452,000 during the third quarter of 1996, an increase of
$102,000 or 7.6% from the 1995 level of $1,350,000. A
significant portion of this increase is attributable to effects
of changes in the Company's organizational structure which
occurred in mid 1995. Prior to July 1995, the Company's
executive officers and support functions served both the Company
and its lead affiliate bank, German American Bank. In
recognition of the increased management and administrative
demands existing under a multi-bank holding company environment,
the management and administrative support functions of German
American Bank and the Company were segmented into distinct groups
with additional staffing implemented as deemed appropriate.
Although this organizational change did result in an increased
level of Salaries & Benefits, Company management believes the
increased management focus at both the Bank and Bancorp level
will result in increased operating efficiency.

<PAGE>
<PAGE> D-19

Deposits held at the Company's affiliate banks are insured by
the FDIC within two different funds - Bank Insurance Fund (BIF)
and Savings Association Insurance Fund (SAIF). All of the
deposits of First State Bank are covered under SAIF whereas
nearly all the deposits of the other three affiliate banks are
within BIF. During the third quarter of 1995, the FDIC refunded
$166,000 to BIF insured banks as a result of this particular fund
having surpassed a congressionally mandated level. The result of
this refund was to reduce FDIC Premium expense to a mere $3,000
for the third quarter of 1995. However, on September 30, 1996,
the Deposit Insurance Funds Act of 1996 was enacted into law.
This legislation imposed a one-time special assessment on SAIF -
assessable deposits for the purpose of boosting the capital of
the Savings Association Insurance Fund. This special assessment
to the Company was $157,000 which increased the third quarter
1996 FDIC expense to $175,000, an increase of $172,000 from the
prior year's third quarter. This Act also will require the
Company's BIF- insured subsidiary banks to assume a portion of
the obligations (FICO bonds) previously assessed only to SAIF
institutions, commencing January 1997. Beginning in 1997 and
until December 31, 1999 the estimated assessment rate on these
obligations will be 1.3 basis points per $100 of insured deposit
base for BIF as opposed to 6.4 basis points for SAIF deposits.
The Company's annualized premium expense for 1997 would be
approximately $57,000 based on September 30, 1996 deposit
holdings. From the year 2000 until 2019, the estimated
assessment rate for the obligations is expected to be under 2.5
basis points for all deposits.

The Company's anticipated deposit insurance premium expense for
1997 and anticipated assessment rates included in the preceding
paragraph are forward- looking statements that are based solely
on current levels of deposits (which might change significantly
due to acquisitions by the Company of other financial
institutions or branches) and FDIC estimates of assessment rates.
These assessment rates represent the rates the FDIC presently
feels are sufficient to generate the funds required to retire
obligations known as FICO bonds which mature in the year 2019.
These assessment rates could rise in future years above the
levels illustrated here in the event certain actions (such as an
increased level of bank or thrift failures) deplete the fund(s)
below certain reserve levels thereby prompting a need to bolster
the fund balance via higher premium rates. Accordingly, actual
future deposit insurance expense for 1997 and future years could
vary materially from the amounts presently anticipated.

<PAGE>
<PAGE> D-20

Professional Fees for the first nine months of 1996 were
$267,000 or $146,000 higher than the $121,000 posted for the same
three quarters of 1995. This particular category rose primarily
because of the Company's pending acquisition of Peoples Bancorp
of Washington, Indiana and certain other general acquisition-
related expenditures.

Professional Fees for the third quarter of 1996 were $122,000
versus $44,000 for the same three months of the prior year.
Again merger activity accounted for this increased expenditure
level.

FINANCIAL CONDITION

As of September 30, 1996, total assets increased to
$381,828,000 compared to $367,763,000 at December 31, 1995.
Deposits rose $8,925,000 in 1996 over that of year-end 1995.
Loans, net of unearned income rose by $18,340,000 or 8.0% from
the year-end mark of $230,590,000.

Underperforming Assets:

The following analyzes German American Bancorp's
underperforming assets at
September 30, 1996 and December 31, 1995.

September 30, 1996 December 31, 1995
(dollar references in thousands)

Loans which are contractually
past due 90 days or more $1,529 $2,683
Nonaccrual Loans 1,567 803
Renegotiated Loans --- ---
Total Underperforming Loans 3,096 3,486
Other Real Estate 262 286
Total Underperforming Assets $3,358 $3,772

Allowance for Loan Loss to
Underperforming Loans 194.77% 170.20%
Underperforming Loans to
Total Loans 1.24% 1.51%

Underperforming loans at September 30, 1996 were 11.2% less
than the $3,486,000 of underperforming loans at December 31,
1995. Stated as a percentage of total loans, underperforming
loans were 1.24% and 1.51% for September 30, 1996 and December
31, 1995, respectively. The allowance for loan loss stated as a
percentage of underperforming loans equaled 194.77% and 170.20%
for the same two dates respectively.
<PAGE>
<PAGE> D-21

Underperforming loans include $1,906,000 and $2,646,000 of
impaired loans at September 30, 1996 and December 31, 1995 (See
Note 4 to the consolidated financial statements).

The overall loan portfolio is diversified among a variety of
individual borrowers, with a substantial portion of debtors'
ability to honor their contracts dependent on the agricultural,
poultry and wood manufacturing industries. Although wood
manufacturers employ a significant number of people in the
Company's market area, the Company does not have a concentration
of credit to companies engaged in that industry. The Company has
historically been involved in the financing of poultry
production. As a means of controlling risk from concentrations
of credit within this industry, the Company has, during recent
years, utilized guaranties from the Small Business Administration
(SBA) and the Farmers Home Administration (FmHA). Typically, the
guaranties provide for SBA and FmHA, in the event of default, to
absorb from 85% to 90% of the loan balance remaining after the
application of collateral. No unguaranteed concentration of
credit in excess of 10% of total assets exists within any single
industry group.

Capital Resources:

Federal banking regulations provide guidelines for determining
the capital adequacy of bank holding companies and banks. These
guidelines provide for a more narrow definition of core capital
and assign a measure of risk to the various categories of assets.
Minimum levels of capital are required to be maintained in
proportion to total risk-weighted assets and off-balance sheet
exposures such as loan commitments and standby letters of credit.

Tier 1, or core capital, consists of shareholders' equity less
goodwill, core deposit intangibles, and certain tax receivables
defined by bank regulations. Tier 2 capital is defined as the
amount of the allowance for loan losses which does not exceed
1.25% of gross risk adjusted assets. Total capital is the sum of
Tier 1 and Tier 2 capital.

The minimum requirements under these standards are generally at
least a 4.0% leverage ratio, which is Tier 1 capital divided by
defined `total assets'', 4.0% Tier 1 capital to risk-adjusted
assets and 8.0% total capital to risk- adjusted assets ratios.
Under these guidelines, the Company, on a consolidated basis, and
each of its affiliate banks individually, have capital ratios
that substantially exceed the regulatory minimums.

<PAGE>
<PAGE> D-22

The Federal Deposit Insurance Corporation Improvement Act of
1991 (FDICIA) requires federal regulatory agencies to define
capital tiers. These are: well- capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized,
and critically undercapitalized. Under these regulations, a
`well-capitalized'' entity must achieve a Tier One Risk-based
capital ratio of at least 6.0%, a total capital ratio of at least
10.0% and a leverage ratio of at least 5.0% and not be under a
capital directive order.

At September 30, 1996, management is not under such a capital
directive nor is it aware of any current recommendations by
banking regulatory authorities which, if they were to be
implemented, would have, or are reasonably likely to have, a
material effect on the Company's liquidity, capital resources or
operations.

<PAGE>
<PAGE> D-23
The table below presents the Company's consolidated capital
ratios under regulatory guidelines.

RISK BASED CAPITAL STRUCTURE ($ in thousands)
September 30,December 31,
1996 1995
Tier 1 Capital:
Shareholders' Equity as presented
on Balance Sheet $38,548 $36,956
Add / (Subtract): Unrealized
Depreciation / Appreciation on
Securities Available-for-Sale (506) (859)
Less: Intangible Assets and
Ineligible Deferred Tax Assets (1,986) (2,140)
Total Tier 1 Capital 36,056 33,957
Tier 2 Capital:
Qualifying Allowance for Loan Loss 3,195 2,943
Total Capital $39,251 $36,900

Risk-adjusted Assets $252,743 $232,272

To be Well
Capitalized
Under Prompt
Minimum for Corrective
Capital Action
Adequacy Provisions Sept.30, Dec. 31,
Purposes (FDICIA) 1996 1995

Leverage Ratio 4.00% 5.00% 9.60% 9.29%
Tier 1 Capital to
Risk-adjusted Assets 4.00% 6.00% 14.27% 14.62%
Total Capital to
Risk-adjusted Assets 8.00% 10.00% 15.53% 15.89%

LIQUIDITY

The Consolidated Statement of Cash Flows details the elements of
change in the Company's cash and cash equivalents. During the
first nine months of 1996, the net cash from operating
activities, including net income of $3,005,000 provided
$4,230,000 of available cash. Increases in deposits and
short-term borrowings made available an additional $12,121,000.
Major cash outflows experienced during this nine month period of
1996 included dividends of $1,133,000, property and equipment
purchases of $933,000 and the net funding outlay of loans in the
amount of $18,188,000. The purchase of securities and short-term
investments (net of proceeds from maturities) decreased cash by
$1,679,000. Total cash outflows for the period exceeded inflows
by $5,483,000 leaving a cash and cash equivalent balance of
$22,488,000 at September 30, 1996.
<PAGE>
<PAGE> D-24

PROPOSED PEOPLES BANCORP MERGER

The Company has agreed to acquire Peoples Bancorp of Washington,
Washington, Indiana (`Peoples Bancorp'') on the terms set forth
in Note 8 to the financial statements included in this report.
In evaluating the terms of this acquisition, the Company prepared
estimates of the future earnings and financial condition for the
Company and for Peoples Bancorp which took into consideration
cost savings and efficiencies that Company management believes
could be achieved in future years. These estimates compared the
estimated earnings per share of the Company's common stock and
its estimated shareholders' equity per share to the estimated
earnings per share and shareholders' equity per share on a
prospective pro forma basis giving effect to the acquisition on
the agreed terms. Based on such analysis, the proposed
acquisition of Peoples Bancorp is expected to be materially
dilutive, in the early years, to the Company's earnings per share
and shareholders' equity per share compared to the amounts that
might be expected without the business combination with Peoples
Bancorp. The Company believes, however, that the anticipated
dilution is acceptable given the Company's belief that entry into
the Daviess County banking market offers strategic advantages to
the Company.

<PAGE>
<PAGE> D-25

PART II. -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No. Description

2 Agreement and Plan of Reorganization
by and among Peoples Bancorp of
Washington, the Registrant, and certain
affiliates dated September 27, 1996.

27 Financial Data Schedule for the period
ended September 30, 1996.

(b) Reports on Form 8-K

There were no reports on Form 8-K filed during the three
months ended September 30, 1996, except a report filed July 17,
1996 reporting under Item 5 the Registrant's execution of an
agreement to acquire Peoples Bancorp of Washington, Washington,
Indiana.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

GERMAN AMERICAN BANCORP

Date 11/13/96 By/s/George W. Astrike
------------------ ----------------------------
George W. Astrike
Chairman

Date 11/13/96 By/s/John M. Gutgsell
------------------- -----------------------------
John M. Gutgsell
Controller and Principal
Accounting Officer