Exhibit 99.3
                                  FORM OF PROXY

                      THIS PROXY IS SOLICITED ON BEHALF OF
                             THE BOARD OF DIRECTORS
                    FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
                                   1ST BANCORP

   
     I hereby  appoint Mary Lynn  Stenftenagel  and Bradley M. Rust, and each of
them, my proxies,  with power of substitution,  to vote all Common Shares of 1ST
BANCORP (the  "Corporation") that I am entitled to vote at the Annual Meeting of
Shareholders  to  be  held  at  The  Executive  Inn,  102  Executive  Boulevard,
Vincennes, Indiana 47591, on December 15, 1998 at 10:00 a.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 ITEMS 1 AND 2. THE BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR ITEMS 1 AND 2.

   
     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 November 10, 1998.
    

     SHAREHOLDERS  SHOULD MARK,  SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POST-PAID ENVELOPE.

     1. ELECTION OF DIRECTORS

   
     [ ] FOR all  nominees  listed  below,  as set  forth  in the  Corporation's
     Prospectus/Proxy  Statement,  dated  November 10, 1998 (except as marked to
     the contrary below--see "Instructions")

                  Donald G. Bell
                  Ruth Mix Carnahan  (each for a three-year terms)
                  Rahmi Soyugenc
    

     [ ] WITHHOLD AUTHORITY to vote for all nominees listed above

     (Instructions:  To withhold  authority to vote for any individual  nominee,
     write that nominee's name in the space provided below.)

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

     2.   MERGER OF 1ST BANCORP WITH AND INTO GERMAN AMERICAN BANCORP

          [ ] FOR     [ ]  AGAINST     [ ]  ABSTAIN

     3.   In their  discretion,  the  proxies are  authorized  to vote upon such
          other business as may properly come before the meeting

Dated:   _________________                          _________________________

                                                    -------------------------
                                                    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
                                    indicate the capacity in which they sign.)