EXHIBIT 99
FORM OF PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF HOLLAND BANCORP, INC.
I hereby appoint _____________ and ______________, and each of them, my
proxies, with the power of substitution, to vote all Common Shares of Holland
Bancorp, Inc. (the "Corporation") that I am entitled to vote at the Special
Meeting of Shareholders to be held at ____________________ ,Indiana, on
___________, at _______ a.m./p.m. local time, and any adjournments thereof, as
provided herein.
THIS PROXY WILL BE VOTED AS SPECIFIED. IN THE ABSENCE OF
SPECIFICATIONS, THIS PROXY WILL BE VOTED FOR
ITEM 1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
This proxy may be revoked at any time prior to its exercise upon
compliance with the procedures set forth in the Corporation's Prospectus/Proxy
Statement, dated ___________, 2000.
SHAREHOLDERS SHOULD MARK, SIGN AND DATE THIS PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POST-PAID ENVELOPE.
1. Merger of Holland Bancorp, Inc., with and into German American
Bancorp. [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting
Dated: _________________
/s/
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/s/
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Signature or Signatures
(Please sign exactly as your name appears on
this proxy. If shares are issued in the name
of two or more persons, all such persons
should sign. Trustees, executors and others
signing in a representative capacity should
