Exhibit 99.4

                                   1ST BANCORP
                              101 NORTH 3RD STREET
                                  P.O. BOX 1417
                            VINCENNES, INDIANA 47591


   
                                                             November ____, 1998
    

Dear Shareholder:

   
     You are cordially  invited to attend the Annual Meeting of  Shareholders of
1ST  BANCORP,  to be  held  at  The  Executive  Inn,  102  Executive  Boulevard,
Vincennes, Indiana, on December 15, 1998, at 10:00 a.m., local time.
    

     The  purpose of the meeting is to  consider  and vote upon (i)  election of
three  members of the Board of Directors  and (ii) adoption of the Agreement and
Plan of  Reorganization  and the related  Plan of Merger under which 1ST BANCORP
will merge with German American.  If the proposed merger is consummated,  shares
of 1ST BANCORP  Common  Stock will be converted  into shares of German  American
Common Stock, all as described in the accompanying Prospectus/Proxy Statement.

     Your Board of  Directors  believes  that the  proposed  merger  between 1ST
BANCORP  and German  American  is in the best  interests  of 1ST BANCORP and its
shareholders  and has unanimously  approved the proposed  merger.  Enclosed with
this  letter  are  (i) a  Notice  of  Annual  Meeting  of  Shareholders,  (ii) a
Prospectus/Proxy  Statement,  (iii) a proxy card for you to complete, sign, date
and return, and (iv) a postage pre-paid  envelope.  We encourage you to read the
enclosed materials carefully and in their entirety.

     Whether  or not you  attend the  Annual  Meeting,  your Board of  Directors
requests that you complete,  sign and date the enclosed proxy card and return it
in the enclosed postage pre-paid envelope at your earliest  convenience prior to
the Annual Meeting.  If you desire, you may cancel your proxy at any time before
it is voted at the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY  RECOMMENDS (i) A VOTE FOR THE THREE NOMINEES
TO THE BOARD OF DIRECTORS AND (ii) A VOTE FOR ADOPTION OF THE PROPOSED MERGER.

                                            Very truly yours,


                                            C. James McCormick
                                            Chairman and CEO