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                                 EXHIBIT 10.2


                               GBC BANCORP, INC.
                       DIRECTOR DEFERRED STOCK UNIT PLAN


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1.       Purpose.

         The purpose of the GBC Bancorp, Inc. Director Deferred Stock Unit Plan
(the "Plan") is to encourage and enable members of the Board of Directors (the
"Board") of GBC Bancorp, Inc. (the "Corporation") and members of the board of
directors of its subsidiary, Gwinnett Banking Company (the "Bank"), to acquire
or to increase their proprietary interests in the Corporation in order to
promote a closer identification of their interests with those of the
Corporation and its shareholders, thereby further stimulating their efforts to
enhance the efficiency, soundness, profitability, growth and shareholder value
of the Corporation. This purpose will be carried out through the granting of
phantom stock units to eligible Directors, which, subject to the terms of the
Plan, shall entitle the recipient to a cash-only payment based on the value of
the common stock of the Corporation (the "Common Stock") at the time of
settlement. No actual shares of Common Stock shall be issued under the Plan,
and no participant shall be entitled to receive shares of Common Stock pursuant
to the grant of awards hereunder. For purposes of the Plan, such phantom stock
units (including fractional units rounded to two decimal places) are referred
to herein individually as a "Unit" and collectively as "Units," and the grant
of Units to a non-employee director as provided herein is referred to
individually as an "Award" and collectively as "Awards."

2.       Administration of the Plan.

         The Plan shall be administered by the Board of Directors of the
Corporation or, upon its delegation, by a committee (the "Committee") comprised
of two or more members of the Board, each of whom is a "non-employee director,"
as defined in Rule 16b-3 adopted under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or otherwise in compliance with Rule 16b-3. For
the purposes herein, the Board and, if the Board has delegated administrative
authority to the Committee, the Committee shall be referred to as the
"Administrator." Any action of the Administrator may be taken by a written
instrument signed by all of the members of the Administrator and any action so
taken by written consent shall be as fully effective as if it had been taken by
a majority of the members at a meeting duly called and held. Subject to the
provisions of the Plan and to the extent necessary to preserve the availability
of an exemption under Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), for transactions by persons subject
to Section 16 of the Exchange Act, the Administrator shall have full and final
authority, in its discretion, to take action with respect to the Plan
including, without limitation, the authority to (i) determine the terms and
provisions of Awards made pursuant to the Plan; (ii) to establish, amend and
rescind rules and regulations for the administration of the Plan; and (iii) to
construe and interpret the Plan, the rules and regulations, and to make all
other determinations deemed necessary or advisable for administering the Plan.
No member of the Board or Committee, as applicable, shall be liable while
acting as Administrator for any action or determination made in good faith with
respect to the Plan or any Award. No individual member of the Board or
Committee, as applicable, shall have any right to vote or decide upon any
matter relating solely to himself or to any of his exclusive rights or benefits
under the Plan (except that such member may sign unanimous written consent to
resolutions adopted or other actions taken without a meeting).


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3.       Effective Date.

         The effective date of the Plan shall be January 16, 2001 (the
"Effective Date").

4.       Eligibility.

         An Award of Units may be made only to a Director who is an Eligible
Director on the date of grant of the Award and who elects to participate in the
Plan (a "Participant") in accordance with the terms of the Plan. For purposes
of the Plan, an "Eligible Director" means an individual who is, at the time of
grant a member of the Board of the Corporation or a member of the board of the
Bank (each, a "Director"). Employees of the Corporation or the Bank who are
Directors and otherwise eligible may participate in the Plan.

5.       Election to Participate.

         (a)      An Eligible Director shall become a Participant by electing
to defer receipt of an amount equal to one hundred percent (100%) of the
Director's board and board committee meeting fees ("Meeting Fees") and board
retainer fees ("Retainer Fees") (such Meeting Fees and Retainer Fees being
collectively referred to herein as "Director Fees") otherwise payable to him by
the Corporation and the Bank during a plan year (as defined in Section 5(b)(i)
herein). A Participant may only elect to defer 0% or 100% of both his Meeting
Fees and Retainer Fees for service on both the Board of the Corporation and the
board of the Bank (as applicable), and no partial deferrals of Retainer Fees or
Meeting Fees or Directors Fees payable only by the Corporation or the Bank, or
vice versa (to the extent a Director serves on both boards) shall be permitted.
The amount of a Participant's Director Fees which are deferred shall be
deferred to herein as the Participant's "Deferred Fees." The Deferred Fees
shall be credited to an account established in the name of the Participant as
provided in Section 6(c) herein as of (or as soon as practicable following) the
date on which the applicable Director Fees would have otherwise been paid to
the Participant. Any Director Fees which the Participant elects not to defer
pursuant to the terms herein shall be paid in accordance with the policies of
the Corporation or the Bank, as the case may be.

         (b)      An election by a Participant to defer his Director Fees shall
be made by executing and delivering to the Administrator a deferral election
form acceptable to the Administrator at a time determined by the Administrator
and shall be irrevocable when made. Without limiting the effect of the
foregoing, and unless the Administrator determines otherwise, the following
restrictions shall apply with respect to the election by a Participant to defer
all or a portion of his Director Fees:

                  (i)      With respect to plan years commencing in 2002 and
         thereafter during the term of the Plan, an Eligible Director shall be
         required to make a deferral election to defer Director Fees for a plan
         year before December 31 of the year preceding the particular plan
         year. For the purposes of the Plan, a "plan year" shall mean the
         calendar year.

                  (ii)     Notwithstanding Section 5(b)(i) herein, with respect
         to (A) initial elections to participate made by Eligible Directors at
         the Effective Date of the Plan, and (B) initial elections by Eligible
         Directors who become eligible to participate in the Plan after the
         commencement of the plan year (due to election or appointment of the
         Eligible Director to the Board or the board of directors of the Bank
         after January 1 of a plan year or otherwise), an


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         election to defer Director Fees shall be made within 30 days after the
         Effective Date of the Plan (with respect to Section 5(b)(ii)(A)
         herein) or within 30 days after the Eligible Director becomes eligible
         to participate in the Plan (with respect to Section 5(b)(ii)(B)
         herein).

6.       Grant of Awards.

         (a)      Grant of Deferred Fee Award.

                  (i)      Each Participant may elect to defer one hundred
         percent (100%) of the Director Fees otherwise payable in cash to the
         Director by making a deferral election in accordance with Section 5
         herein. Each Participant who makes the deferral election shall receive
         in lieu of the Director Fees an Award of Units (the "Deferred Fee
         Award") effective as of the date on which such Deferred Fees would
         otherwise be paid. The Deferred Fee Award shall equal the number of
         whole or fractional shares of the Common Stock of the Corporation as
         may be purchased for the amount of the Deferred Fee on the Award Date,
         based on the Fair Market Value of the shares as determined on the
         Award Date. For the purposes of the Plan an "Award" shall refer to a
         Participant's Deferred Fee Award(s) and Dividend Equivalent Award(s)
         (as defined in Section 6(b) herein), unless the context otherwise
         requires. An "Award Date" shall mean the date on which an Award is
         granted as provided in Section 6(a) and Section 6(b) herein.

                  (ii)     Fair Market Value. For purposes of the Plan, the
         "Fair Market Value" per share of the Common Stock shall be determined
         in good faith by the Administrator in accordance with the following
         provisions: (A) if the shares of Common Stock are listed for trading
         on the New York Stock Exchange or the American Stock Exchange, the
         Fair Market Value shall be the closing sales price per share of the
         shares on the New York Stock Exchange or the American Stock Exchange
         (as applicable) on the date immediately preceding the date an Award is
         granted or other determination made (each, a "valuation date"), or, if
         there is no transaction on such date, then on the trading date nearest
         preceding the valuation date for which closing price information is
         available, and, provided further, if the shares are quoted on the
         Nasdaq National Market or the Nasdaq SmallCap Market of the Nasdaq
         Stock Market but are not listed for trading on the New York Stock
         Exchange or the American Stock Exchange, the fair market value shall
         be the closing sales price for such stock (or the closing bid, if no
         sales were reported) as quoted on such system on the date immediately
         preceding the valuation date for which such information is available;
         or (B) if the shares of Common Stock are not listed or reported in any
         of the foregoing, then the fair market value shall be based on the
         purchase price per share of the Common Stock in the most recent arms'
         length transaction involving the purchase or sale of Common Stock, the
         most recent appraisal of the Common Stock by an independent third
         party appraiser or in accordance with such other procedures as may be
         determined by the Administrator.

         (b)      Dividend Equivalent Grants. Each Participant shall be granted
an Award of Units ("Dividend Equivalent Awards") calculated by (i) multiplying
the number of Units credited to a Participant as of the record date for such
dividend by the dividend then paid on a share of the Common Stock, then (ii)
dividing that result by the Fair Market Value per share of the Common Stock on
or as close as practicable to the date the dividend is paid (the "Dividend
Payment Date").


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Dividend Equivalent Awards will be granted to each Participant as of the Award
Date coincident with or next following the Dividend Payment Date to which the
Dividend Equivalent Award relates.

         (c)      Participant's Accounts. The Corporation shall establish an
account for each Participant (an "Account") to which the number of Units
represented by each Deferred Fee Award and each Dividend Equivalent Award shall
be credited.

         (d)      Vesting. The number of Units credited to a Participant's
Account pursuant to the grant of Awards shall be fully vested at all times.

7.       Settlement.

         (a)      Termination of Service. Except as otherwise provided in
Section 7(b) herein, a Participant (or his beneficiary in the event of his
death) shall be entitled to settlement of the aggregate number of Units
credited to his Account upon the Participant's termination of service for any
reason (including termination due to death, disability, retirement, or other
voluntary or involuntary termination) as a Director of both the Corporation and
the Bank, as applicable. A Participant who terminates service as a Director of
the Corporation but remains in service as a Director of the Bank (or vice
versa) shall not be entitled to settlement of the Units credited to his Account
until he has terminated service on both the Board of the Corporation and the
board of the Bank. Notwithstanding the foregoing, the Administrator, in its
sole discretion, shall have authority to modify the date or dates upon which a
Participant is entitled to settlement of the Units credited to his account. The
date or dates upon which a Participant is entitled to settlement of the Units
credited to his account due to termination of service (pursuant to Section 7(a)
herein) or a Change of Control (pursuant to Section 7(b) herein) shall be
referred to as the "Settlement Date" or the Settlement Dates," and the date or
dates upon which a Participant receives cash payment(s) reflecting settlement
of the Units credited to his Account shall be referred to herein as the
"Payment Date" or "Payment Dates."

         (b)      Effect of Change of Control.

                  (i)      Notwithstanding the provisions of Section 7(a)
         herein, in the event of a "Change of Control" of the Corporation (as
         defined in Section 7(b)(ii) herein), a Participant shall be entitled
         to settlement of the Units then credited his Account in the manner
         described in Section 7(a), treating for this purpose the date of the
         Change of Control as the Settlement Date of the Participant, without
         regard to whether the Participant has terminated service at such time.

                  (ii)     For the purposes herein, a "Change of Control" shall
         be deemed to have occurred on the earliest of the following dates:

                           (A)      The date any entity or person shall have
                  become the beneficial owner of, or shall have obtained voting
                  control over, thirty percent (30%) or more of the outstanding
                  Common Stock of the Corporation;

                           (B)      The date the shareholders of the
                  Corporation approve a definitive agreement (X) to merge or
                  consolidate the Corporation with or into another corporation,
                  in which the Corporation is not the continuing or surviving
                  corporation


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                  or pursuant to which any shares of Common Stock of the
                  Corporation would be converted into cash, securities or other
                  property of another corporation, other than a merger of the
                  Corporation in which holders of Common Stock immediately
                  prior to the merger have the same proportionate ownership of
                  Common Stock of the surviving corporation immediately after
                  the merger as immediately before, or (Y) to sell or otherwise
                  dispose of all or substantially all the assets of the
                  Corporation.

                           (C)      The date there shall have been a change in
                  a majority of the Board of Directors of the Corporation
                  within a twelve-month period unless the nomination for
                  election by the Corporation's shareholders of each new
                  director was approved by the vote of two-thirds of the
                  directors then still in office who were in office at the
                  beginning of the twelve-month period.

For the purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term is
defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than
the Corporation, a subsidiary of the Corporation or any employee benefit
plan(s) sponsored or maintained by the Corporation or any subsidiary thereof,
and the term "beneficial owner" shall have the meaning given the term in Rule
13d-3 under the Exchange Act.

         (c)      Method of Settlement. The Corporation shall make a cash
payment (or payments) in settlement of the Units credited to a Participant's
Account as soon as practicable after the Settlement Date. The settlement shall
be made (i) in a cash lump sum payment equal to the Fair Market Value per share
of Common Stock as determined on the applicable Payment Date, multiplied by the
number of Units then credited to the Director's Account, or (ii) in annual cash
installments for a period of up to ten years beginning on the initial Payment
Date and continuing on each anniversary thereof during the payment period
(each, an "Installment Payment Date"), as elected by the Participant at the
time he elects to participate in the Plan. The amount of each annual
installment payment shall be calculated by (x) multiplying the Fair Market
Value per share of Common Stock as determined on the Installment Payment Date
by the number of Units credited to the Participant's Account on the Payment
Date (as increased by the Units credited to the Participant's Account for
Dividend Equivalent Awards and decreased by the number of Units for which
payment has been made since the preceding Payment Date), then (y) dividing that
result by the number of installment payments remaining in the payment period
(including the installment payment due on such Installment Payment Date).
Notwithstanding the foregoing, however, the Administrator may, in its sole
discretion, elect to modify the method and timing of payments made upon
settlement of a Participant's award. Any decision to modify the settlement or
other terms of an Award granted to a Participant who is subject to Section 16
of the Exchange Act shall be made with the prior approval of the Board or
Committee or (otherwise in accordance with Rule 16b-3 under the Exchange Act).

8.       Nontransferability of Awards.

         Awards shall not be transferable (including by pledge or
hypothecation) other than by will or the laws of intestate succession. The
designation of a beneficiary does not constitute a transfer. Further, to the
extent required pursuant to Rule 16b-3 under the Exchange Act or any successor
statute or rule, Awards granted under the Plan may not be settled or otherwise
disposed of for a period of six months from the date of grant of the Award.


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9.       Beneficiary.

         Each Participant may designate in writing a person or persons as
beneficiary, which beneficiary shall be entitled to receive settlement of
Awards to which the Participant is otherwise entitled in the event of death. In
the absence of such designation by a Participant, and in the event of the
Participant's death, the estate of the Participant shall be treated as
beneficiary for purposes of the Plan. The Administrator shall have sole
discretion to approve the form or forms of such beneficiary designation.

10.      Unfunded Plan.

         The Plan shall be unfunded and neither the Corporation nor the Bank
shall be required to segregate any assets that may at any time be represented
by Awards made under the Plan. Any liability of the Corporation or the Bank to
any person with respect to any Award made under the Plan shall be based solely
upon any contractual obligations that may be created pursuant to the Plan, and
no term or provision in the Plan shall be construed to give any person any
security, interest, lien or claim against any specific asset of the Corporation
or the Bank. Neither a Participant, his beneficiary nor any other person shall
have any rights under the Plan other than as a general creditor of the
Corporation or the Bank.

11.      Effect on Service.

         Neither the adoption and operation of the Plan, nor the grant of
Awards hereunder, shall confer upon any Participant any right to continue in
the service of the Corporation as a member of the Board of the Corporation or
the board of the Bank or in any way affect the right of the Corporation or the
Bank to terminate the service of the Participant at any time. Except as
otherwise expressly provided in the Plan, all rights of a Participant with
respect to Awards granted hereunder shall terminate immediately upon
termination of the service of the Participant as a director of the Corporation
or of the Bank.

12.      Amendment or Termination.

         The Plan may be amended, suspended or terminated by action of the
Board at any time; provided, however, that such amendment, suspension or
termination shall not, without the consent of a Participant, adversely affect
the rights of the Participant with respect to an outstanding Award. The term of
the Plan shall end on the effective date of termination of the Plan by the
Board.

13.      Adjustment of Awards.

         If there is any change in the shares of Common Stock because of a
merger, consolidation or reorganization involving the Corporation or an
affiliate, or if the Corporation declares a stock dividend or stock split
distributable in shares of Common Stock, or if there is a change in the capital
stock structure of the Corporation or an affiliate affecting the Common Stock,
the number of Units credited to a Director's Account shall be correspondingly
adjusted, and the Administrator shall make such adjustments to Awards or to any
provisions of this Plan as the Administrator deems equitable to prevent
dilution or enlargement of Awards. For the purposes herein, an "affiliate"
shall mean a


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corporation, entity or other person controlled by, controlling, or under common
control with the Corporation.

14.      Applicable Law.

         Except as otherwise provided herein, the Plan shall be construed and
enforced according to the laws of the State of Georgia, without regard to the
principles of conflicts of law.


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         IN WITNESS WHEREOF, this GBC Bancorp, Inc. Deferred Stock Unit Plan
has been executed in behalf of the Corporation effective as of the 16th day of
January, 2001.


                                    GBC BANCORP, INC.



                                    By: /s/ Larry D. Key
                                       ----------------------------------------
                                       Chief Executive Officer


Attest:


/s/
----------------------------------
Secretary

[Corporate Seal]


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