AMENDMENT TO AGREEMENT
                             FOR CONSULTING SERVICES


     This Amendment to Agreement for  Consulting  Services is entered into as of
August 31, 2000, by and between German American Bancorp,  a bank holding company
incorporated pursuant to the laws of Indiana ("German American"),  and George W.
Astrike ("Mr. Astrike").

                                   BACKGROUND

     A. German American and Mr. Astrike previously entered into an Agreement for
Consulting Services ("Agreement"), dated August 21, 1998.

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

     Therefore, the Agreement is amended as follows,  effective as of August 31,
2000:

                                    AMENDMENT

     1.   Section III.C is amended to read as follows:

          During the Prime  Period of the  Consulting  Period,  German  American
          shall pay Mr.  Astrike  Twenty  Thousand  Two  Hundred  Fifty  Dollars
          ($20,250.00)  per month.  During the first two  months  following  the
          Prime Period,  German  American shall make four bi-weekly  payments on
          September 15, 2000,  September 29, 2000, October 13, 2000, and October
          27, 2000,  of Ten Thousand  Two Hundred  Three  Dollars and Forty Five
          Cents  ($10,203.45) to Mr. Astrike,  in consideration for his services
          for the remainder of the Consulting Period.  Should Mr. Astrike breach
          his  obligations  hereunder for any month following the payment to him
          pursuant to the preceding sentence,  he shall promptly repay to German
          American an amount  equal to One Thousand  Two Hundred  Fifty  Dollars
          ($1,250.00)  multiplied by the number of full months  remaining in the
          Consulting  Period following the breach plus one. Payments made to Mr.
          Astrike under the Consulting Agreement shall be subject to withholding
          for any  taxes  that  German  American,  in its  reasonable  judgment,
          believes are required to be withheld.


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




     This Amendment is signed below on behalf of German American  Bancorp by its
duly authorized  representative  and by Mr. Astrike in his individual  capacity,
effective as of the date set out above.

                                       GERMAN AMERICAN BANCORP



                                       By: /s/ Mark A. Schroeder
                                           -------------------------------------
                                           President and CEO

Attest:  /s/ Kenneth L. Sendelweck
         -------------------------
         Secretary


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



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