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                                                                   EXHIBIT 10.5





                             1998 STOCK OPTION PLAN

                                       OF

                               GBC BANCORP, INC.
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                             1998 STOCK OPTION PLAN
                                       OF
                               GBC BANCORP, INC.


1.       PURPOSE

         The purpose of 1998 Stock Option Plan of GBC Bancorp, Inc. (the
"Plan") is to encourage and enable selected key employees, directors,
independent contractors, consultants and advisors in the service of GBC
Bancorp, Inc. (the "Corporation") or its related corporations to acquire or to
increase their holdings of common stock of the Corporation (the "Common Stock")
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 incentive stock options ("incentive options") intended to qualify under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
nonqualified stock options ("nonqualified options"). Incentive options and
nonqualified options shall be referred to herein collectively as "options." To
the extent that any option is designated as an incentive option and such option
does not qualify as an incentive option, it shall constitute a nonqualified
option.

2.       ADMINISTRATION OF THE PLAN

                  (a)      The Plan shall be administered by the Board of
         Directors of the Corporation (the "Board") or, upon its delegation, by
         a committee (the "Committee") appointed by the Board and comprised
         solely of members of the Board. Unless the Board shall determine
         otherwise, the Committee shall include no fewer than the minimum
         number of "non-employee directors," as such term is defined in Rule
         16b-3 promulgated under the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), as may be required by Rule 16b-3 or any
         successor rule. For the purposes herein, the term "Board" shall
         (except for Section 15) include the Committee if the Board has
         delegated authority to administer the Plan to the Committee.

                  (b)      Any action of the Board may be taken by a written
         instrument signed by all of the members of the Board 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 held and called.
         Subject to the provisions of the Plan, the Board shall have full and
         final authority, in its discretion, to take any action with respect to
         the Plan including, without limitation, the following: (i) to
         determine the individuals to receive options, the nature of each
         option as an incentive option or a nonqualified option, the times when
         options shall be granted, the number of shares to be subject to each
         option, the option price (determined in accordance with Section 6),
         the option period, the time or times when each option shall be
         exercisable and the other terms, conditions, restrictions and
         limitations of an option; (ii) to prescribe the form or forms of the
         agreements evidencing any options granted under the Plan; (iii) to
         establish, amend and rescind rules and regulations for the
         administration of the Plan; and (iv) to construe and interpret the
         Plan, the rules and regulations, and the agreements evidencing options
         granted under the Plan, and to make all other determinations deemed
         necessary or advisable for administering the Plan. In
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         addition, the Board shall have complete authority, in its discretion,
         to accelerate the date that any option which is not otherwise
         exercisable shall become exercisable in whole or in part, without any
         obligation to accelerate such date with respect to any other option
         granted to any person.

                  (c)      Notwithstanding Section 2(b), and subject to the 
         terms of the Plan herein, the Board may delegate to the Chief
         Executive Officer of the Corporation the authority to grant options,
         and to make any or all of the determinations reserved for the Board in
         the Plan and summarized in Section 2(b) with respect to options that
         have been granted, to any individual who, at the time of such grant or
         other determination, (i) is not an officer or director of the
         Corporation subject to Section 16 of the Exchange Act and (ii) is
         otherwise eligible to participate in the Plan under Section 5. To the
         extent that the Board has delegated authority to administer the Plan
         to the Chief Executive Officer pursuant to this Section 2(c),
         references to the Board shall include references to such person,
         subject, however, to the requirements of the Plan, Rule 16b-3 and
         other applicable law.

3.       EFFECTIVE DATE

         The effective date of the Plan shall be the December 15, 1998. Options
may be granted under the Plan on and after the effective date, but not after
December 14, 2008.

4.       OPTIONS; SHARES OF STOCK SUBJECT TO THE PLAN

         Both incentive options and nonqualified options, as designated by the
Board, may be granted under the Plan. Subject to adjustment as provided in
Section 10, the number of shares of Common Stock that may be issued and sold
pursuant to options shall not exceed in the aggregate 180,000 shares of
authorized but unissued shares or treasury shares of the Corporation or shares
purchased on the open market or by private purchase. The Corporation hereby
reserves sufficient authorized shares of Common Stock to provide for the
exercise of options granted hereunder. Any shares of Common Stock subject to an
option which, for any reason, expires or is terminated unexercised as to such
shares may again be subject to an option granted under the Plan. If the option
price of an option granted under the Plan is satisfied by tendering shares of
Common Stock, only the number of shares issued net of the shares of Common
Stock tendered shall be deemed issued for purposes of determining the maximum
number of shares of Common Stock available for issuance under the Plan.

5.       ELIGIBILITY

         An option may be granted only to an individual who satisfies the
following eligibility requirements on the date the option is granted:

                  (a)      The individual is either (i) a key employee of the
         Corporation or a related corporation, (ii) a member of the Board of
         Directors of the Corporation or a member of the board of directors of
         a related corporation (each, a "director"), or (ii) an independent
         contractor, consultant or advisor (collectively, "independent
         contractors") providing services to the Corporation or a related
         corporation. For this purpose, an individual shall be considered to be



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         an "employee" only if there exists between the individual and the
         Corporation or a related corporation the legal and bona fide
         relationship of employer and employee.

                           Also, for this purpose, a "key employee" is an
         employee of the Corporation or a related corporation whom the Board
         determines qualifies as a key employee based on the nature and extent
         of such employee's duties, responsibilities, personal capabilities,
         performance and potential, or any combination of such factors.

                  (b)      With respect to the grant of an incentive option,
         the individual is an employee who does not own, immediately before the
         time that the incentive option is granted, stock possessing more than
         ten percent of the total combined voting power of all classes of stock
         of the Corporation or a related corporation; provided, that an
         individual owning more than ten percent of the total combined voting
         power of all classes of stock of the Corporation or a related
         corporation may be granted an incentive option if the price at which
         such option may be exercised is greater than or equal to 110% of the
         fair market value of the shares on the date the option is granted and
         the option period does not exceed five years. For this purpose, an
         individual will be deemed to own stock which is attributed to him
         under Section 424(d) of the Code.

                  (c)      The individual, being otherwise eligible under this
         Section 5, is selected by the Board as an individual to whom an option
         shall be granted (an "optionee").

6.       GRANT OF OPTIONS; OPTION PRICE

                  (a)      Subject to the limitations of the Plan, the Board
         may in its sole and absolute discretion grant options to such eligible
         persons in such numbers, upon such terms and at such times as the
         Board shall determine. Both incentive options and nonqualified options
         may be granted under the Plan. To the extent that an option is
         designated as an incentive option but does not qualify as such under
         Section 422 of the Code and related regulations, the option (or
         portion thereof) shall be treated as a nonqualified option.

                  (b)      The price per share at which an option may be
         exercised (the "option price") shall be established by the Board at
         the time the option is granted and shall be set forth in the terms of
         the agreement evidencing the grant of the option; provided, that (i)
         in the case of an incentive option, the option price shall be equal to
         or greater than the fair market value per share of the Common Stock on
         the date the option is granted, and (ii) in no event shall the option
         price per share of any option be less than the par value per share of
         the Common Stock. In addition, the following rules shall apply:

                           (i)      An incentive option shall be considered to
                  be granted on the date that the Board acts to grant the
                  option, or on any later date specified by the Board as the
                  date of grant of the option. A nonqualified option shall be
                  considered to be granted on the date the Board acts to grant
                  the option or any other date specified by the Board as the
                  date of grant of the option.



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                           (ii)     Unless an individual agreement provides
                  otherwise, the fair market value of the shares shall be
                  determined in good faith by the Board 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 the option is
                  granted, or, if there is no transaction on such date, then on
                  the trading date nearest preceding the date the option is
                  granted 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 date the
                  option is granted 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
                  determined by the Board in accordance with the applicable
                  provisions of Section 20.2031-2 of the Federal Estate Tax
                  Regulations, or in any other manner consistent with the Code
                  and accompanying regulations.

                           (iii)    In no event shall there first become
                  exercisable by the optionee in any one calendar year
                  incentive stock options granted by the Corporation or any
                  related corporation with respect to shares having an
                  aggregate fair market value (determined at the time an option
                  is granted) greater than $100,000.

7.       OPTION PERIOD AND LIMITATIONS ON THE RIGHT TO EXERCISE OPTIONS

                  (a)      The term of an option (the "option period") shall be
         determined by the Board when the option is granted. With respect to
         incentive options, such option period shall not extend more than ten
         years from the date on which the option is granted. An option shall be
         exercisable on such date or dates, during such period, for such number
         of shares, and subject to such conditions as shall be determined by
         the Board and set forth in the agreement evidencing such option,
         subject to the right of the Board to accelerate the time(s) when
         options may be exercised. Any option or portion thereof not exercised
         before the expiration of the option period shall terminate.

                  (b)      An option may be exercised by giving written notice
         to the Corporation at such place and time(s) as the Board or its
         designee shall direct. Such notice shall specify the number of shares
         to be purchased pursuant to an option and the aggregate purchase price
         to be paid therefor, and shall be accompanied by the payment of such
         purchase price. Unless an individual option agreement provides
         otherwise, such payment shall be in the form of cash or check. In
         addition, subject to Board discretion and the terms of an individual
         option agreement, payment may also be made in the form of: (i) shares
         of Common Stock owned by the optionee at the time of exercise; (ii)
         shares of Common Stock withheld upon exercise; (iii) delivery of a
         properly executed written notice of exercise to the Corporation and
         delivery to a broker of written notice of exercise and irrevocable
         instructions to promptly deliver to the Corporation the amount of



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         sale or loan proceeds to pay the option price; or (iv) any combination
         of the foregoing methods. Shares tendered or withheld in payment upon
         the exercise of an option shall be valued at their fair market value
         on the date of exercise, as determined by the Board by applying the
         provisions of Section 6(b)(ii).

                  (c)      No option granted to an optionee who was an employee
         at the time of grant shall be exercised unless the optionee is, at the
         time of exercise, an employee as described in Section 5(a), and has
         been an employee continuously since the date the option was granted,
         subject to the following:

                           (i)      An option shall not be affected by any
                  change in the terms, conditions or status of the optionee's
                  employment, provided that the optionee continues to be an
                  employee of the Corporation or a related corporation.

                           (ii)     The employment relationship of an optionee
                  shall be treated as continuing intact for any period that the
                  optionee is on military or sick leave or other bona fide
                  leave of absence, provided that the period of such leave does
                  not exceed ninety days, or, if longer, as long as the
                  optionee's right to reemployment is guaranteed either by
                  statute or by contract. The employment relationship of an
                  optionee shall also be treated as continuing intact while the
                  optionee is not in active service because of disability. For
                  purposes of this Section 7(c)(ii), "disability" shall mean
                  the inability of the optionee to engage in any substantial
                  gainful activity by reason of any medically determinable
                  physical or mental impairment which can be expected to result
                  in death, or which has lasted or can be expected to last for
                  a continuous period of not less than twelve months. The Board
                  shall determine whether an optionee is disabled within the
                  meaning of this paragraph.

                           (iii)    Unless an individual option agreement
                  provides otherwise, if the employment of an optionee is
                  terminated because of disability within the meaning of
                  subparagraph (ii), or if the optionee dies while he is an
                  employee or dies after the termination of his employment
                  because of disability, the option may be exercised only to
                  the extent exercisable on the date of the optionee's
                  termination of employment or death while employed (the
                  "termination date"), except that the Board may in its
                  discretion accelerate the date for exercising all or any part
                  of the option which was not otherwise exercisable on the
                  termination date. The option must be exercised, if at all,
                  prior to the first to occur of the following, whichever shall
                  be applicable: (A) the close of the period of twelve months
                  next succeeding the termination date; or (B) the close of the
                  option period. In the event of the optionee's death, such
                  option shall be exercisable by such person or persons as
                  shall have acquired the right to exercise the option by will
                  or by the laws of intestate succession.

                           (iv)     Unless an individual option agreement
                  provides otherwise, if the employment of the optionee is
                  terminated for any reason other than disability (as defined
                  in subparagraph (ii)) or death or for "cause," his option may
                  be exercised to the extent exercisable on the date of such
                  termination of employment, except that the Board may



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                  in its discretion accelerate the date for exercising all or
                  any part of the option which was not otherwise exercisable on
                  the date of such termination of employment. The option must
                  be exercised, if at all, prior to the first to occur of the
                  following, whichever shall be applicable: (A) the close of
                  the period of 90 days next succeeding the termination date;
                  or (B) the close of the option period. If the optionee dies
                  following such termination of employment and prior to the
                  earlier of the dates specified in (A) or (B) of this
                  subparagraph (iv), the optionee shall be treated as having
                  died while employed under subparagraph (iii) immediately
                  preceding (treating for this purpose the optionee's date of
                  termination of employment as the termination date). In the
                  event of the optionee's death, such option shall be
                  exercisable by such person or persons as shall have acquired
                  the right to exercise the option by will or by the laws of
                  intestate succession.

                           (v)      Unless an individual option agreement
                  provides otherwise, if the employment of the optionee is
                  terminated for "cause," his option shall lapse and no longer
                  be exercisable as of the effective time of his termination of
                  employment, as determined by the Board. For purposes of this
                  subparagraph (v) and subparagraph (iv), the optionee's
                  termination shall be for "cause" if such termination results
                  from the optionee's (A) dishonesty; (B) refusal to perform
                  his duties for the Corporation; or (C) engaging in conduct
                  that could be materially damaging to the Corporation without
                  a reasonable good faith belief that such conduct was in the
                  best interest of the Corporation. The determination of
                  "cause" shall be made by the Board and its determination
                  shall be final and conclusive.

                           (vi)     Notwithstanding the foregoing, the Board
                  shall have authority, in its discretion, to extend the period
                  during which an option may be exercised; provided that, in
                  the event that any such extension shall cause an incentive
                  option to be designated as a nonqualified option, no such
                  extension shall be made without the prior written consent of
                  the optionee.

                  (d)      Unless an individual option agreement provides
         otherwise, an option granted to an optionee who was a non-employee
         director of the Corporation or a related corporation at the time of
         grant may be exercised only to the extent exercisable on the date of
         the optionee's termination of service to the Corporation or a related
         corporation (unless the termination was for cause), and must be
         exercised, if at all, prior to the first to occur of the following, as
         applicable: (A) the close of the period of 90 days next succeeding the
         termination date; or (B) the close of the option period. Unless an
         individual option agreement provides otherwise, if the services of
         such an optionee are terminated for cause (as defined in Section
         7(c)(v) herein), his option shall lapse and no longer be exercisable
         as of the effective time of his termination of services, as determined
         by the Board. Notwithstanding the foregoing, the Board may in its
         discretion accelerate the date for exercising all or any part of an
         option which was not otherwise exercisable on the termination date or
         extend the period during which an option may be exercised, or both.



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                  (e)      Unless an individual option agreement provides
         otherwise, an option granted to an optionee who was an independent
         contractor of the Corporation or a related corporation at the time of
         grant (and who does not thereafter become an employee, in which case
         he shall be subject to the provisions of Section 7(c) herein) may be
         exercised only to the extent exercisable on the date of the optionee's
         termination of service to the Corporation or a related corporation
         (unless the termination was for cause), and must be exercised, if at
         all, prior to the first to occur of the following, as applicable: (A)
         the close of the period of 90 days next succeeding the termination
         date; or (B) the close of the option period. Unless an individual
         option agreement provides otherwise, if the services of such an
         optionee are terminated for cause (as defined in Section 7(c)(v)
         herein), his option shall lapse and no longer be exercisable as of the
         effective time of his termination of services, as determined by the
         Board. Notwithstanding the foregoing, the Board may in its discretion
         accelerate the date for exercising all or any part of an option which
         was not otherwise exercisable on the termination date or extend the
         period during which an option may be exercised, or both.

                  (f)      An optionee or his legal representative, legatees or
         distributees shall not be deemed to be the holder of any shares
         subject to an option unless and until certificates for such shares are
         issued to him or them under the Plan.

                  (g)      Nothing in the Plan shall confer upon the optionee
         any right to continue in the service of the Corporation or a related
         corporation as an employee, director or independent contractor, as the
         case may be, or to interfere in any way with the right of the
         Corporation or a related corporation to terminate the optionee's
         employment or service at any time.

                  (h)      A certificate or certificates for shares of Common
         Stock acquired upon exercise of an option shall be issued in the name
         of the optionee ( or his beneficiary) and distributed to the optionee
         (or his beneficiary) as soon as practicable following receipt of
         notice of exercise and payment of the purchase price.

                  8.       CHANGE OF CONTROL

                  (a)      Except as provided in Section 8(b) herein, in the
         event of a change of control (as defined in Section 8(c) herein), all
         options outstanding as of the date of such change of control shall
         become fully exercisable, whether or not then otherwise exercisable.

                  (b)      Notwithstanding the foregoing, in the event of a
         merger, share exchange, reorganization or other business combination
         affecting the Corporation or a related corporation, the Board may, in
         its sole and absolute discretion, determine that any or all options
         granted pursuant to the Plan shall not become exercisable on an
         accelerated basis, if the Board of Directors or the surviving or
         acquiring corporation, as the case may be, shall have taken such
         action, including but not limited to the assumption of options granted
         under the Plan or the grant of substitute options or awards, as in the
         opinion of the Board is equitable or appropriate to protect the rights
         and interests of participants under the Plan. For the purposes herein,
         the Board authorized to make the determinations provided for in this
         Section 8(b) shall be appointed by the Board of Directors, two-thirds
         of the members of which shall have been Directors of the



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         Corporation prior to the merger, share exchange, reorganization or
         other business combination affecting the Corporation or a related
         corporation.

                  (c)      For the purposes herein, a "change of control" shall
         be deemed to have occurred on the earliest of the following dates:

                           (i)      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;

                           (ii)     The date the shareholders of the
                  Corporation (or a related corporation) approve a definitive
                  agreement (A) to merge or consolidate the Corporation (or a
                  related corporation) with or into another corporation, in
                  which the Corporation (or related corporation) is not the
                  continuing or surviving corporation or pursuant to which any
                  shares of Common Stock of the Corporation (or related
                  corporation) would be converted into cash, securities or
                  other property of another corporation, other than a merger of
                  the Corporation (or related 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 (B) to sell or otherwise dispose of all or
                  substantially all the assets of the Corporation (or a related
                  corporation); or

                           (iii)    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.

9.       NONTRANSFERABILITY OF OPTIONS AND SHARES

         Incentive options granted pursuant to the Plan shall not be
transferable (including by pledge or hypothecation) other than by will or the
laws of intestate succession. Nonqualified options granted pursuant to the Plan
shall not be transferable (including by pledge or hypothecation) other than by
will or the laws of intestate succession, except as may be permitted by the
Board in a manner consistent with the registration provisions of the Securities
Act of 1933, as amended (the "Securities Act"). An option shall be exercisable
during the optionee's lifetime only by him. To the extent required by Section
16 of the Exchange Act, shares acquired upon the exercise of an option shall
not, without the consent of the



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Board, be transferable (including by pledge or hypothecation) until the
expiration of six months after the date the option was granted.

10.      DILUTION OR OTHER ADJUSTMENTS

         If there is any change in the outstanding shares of Common Stock of
the Corporation as a result of a merger, consolidation, reorganization, stock
dividend, stock split distributable in shares, or other change in the capital
stock structure of the Corporation or a related corporation, the number of
shares of Common Stock reserved for issuance under the Plan shall be
correspondingly adjusted, and the Board shall make such adjustments to options
and to any provisions of this Plan as the Board deems equitable to prevent
dilution or enlargement of options or otherwise advisable to reflect such
change.

11.      WITHHOLDING

         The Corporation shall require any recipient of shares pursuant to the
exercise of an option to pay to the Corporation in cash the amount of any tax
or other amount required by any governmental authority to be withheld and paid
over by the Corporation to such authority for the account of such optionee.
Notwithstanding the foregoing, the Board has discretion to permit an optionee
to satisfy such obligation in whole or in part, and any other local, state or
federal income tax obligations relating to the exercise of an option, by
electing (the "election") to have the Corporation withhold shares of Common
Stock from the shares to which the optionee is entitled. The number of shares
to be withheld shall have a fair market value (determined in accordance with
Section 6(b)(ii)) as of the date that the amount of tax to be withheld is
determined (the "tax date") as nearly equal as possible to (but not exceeding)
the amount of such obligations being satisfied. Each election must be made in
writing to the Board prior to the tax date in accordance with election
procedures established by the Board.

12.      CERTAIN DEFINITIONS

         For purposes of the Plan, the following terms shall have the meaning
indicated:

                  (a)      "Related corporation" means any parent, subsidiary
         or predecessor of the Corporation.

                  (b)      "Parent" or "parent corporation" shall mean any
         corporation (other than the Corporation) in an unbroken chain of
         corporations ending with the Corporation if, at the time that the
         option is granted, each corporation other than the Corporation owns
         stock possessing fifty percent or more of the total combined voting
         power of all classes of stock in another corporation in the chain.

                  (c)      "Subsidiary" or "subsidiary corporation" means any
         corporation (other than the Corporation) in an unbroken chain of
         corporations beginning with the Corporation if, at the time that the
         option is granted, each corporation other than the last corporation in
         the unbroken chain owns stock possessing fifty percent or more of the
         total combined voting power of all classes of stock in another
         corporation in the chain.



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                  (d)      "Predecessor" or "predecessor corporation" means a
         corporation which was a party to a transaction described in Section
         424(a) of the Code (or which would be so described if a substitution
         or assumption under that Section had occurred) with the Corporation,
         or a corporation which is a parent or subsidiary of the Corporation,
         or a predecessor of any such corporation.

         In general, terms used in the Plan shall, where appropriate, be given
the meaning ascribed to them under the provisions of the Code applicable to
incentive stock options.

13.      STOCK OPTION AGREEMENT

         The grant of any option under the Plan shall be evidenced by the
execution of an agreement (the "Agreement") between the Corporation and the
optionee. Such Agreement shall set forth the date of grant of the option, the
option price, the option period, the designation of the option as an incentive
option or a nonqualified option, and the time or times when and the conditions
upon the happening of which the option shall become exercisable. Such Agreement
shall also set forth the restrictions, if any, with respect to which the shares
to be purchased thereunder shall be subject, and such other terms and
conditions as the Board shall determine which are consistent with the
provisions of the Plan and applicable law and regulations.

14.      RESTRICTIONS ON SHARES

         The Corporation may impose such restrictions on any shares acquired
upon exercise of options granted under the Plan as it may deem advisable,
including, without limitation, restrictions necessary to ensure compliance with
the Securities Act, under the requirements of any applicable self-regulatory
organization and under any blue sky or state securities laws applicable to such
shares. Notwithstanding any other Plan provision to the contrary, the
Corporation shall not be obligated to issue, deliver or transfer shares of
Common Stock under the Plan or take any other action, unless such action is in
compliance with all applicable laws, rules and regulations (including but not
limited to the requirements of the Securities Act). The Corporation may cause a
restrictive legend to be placed on any certificate issued pursuant to the
exercise of an option in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel to the
Corporation.

15.      AMENDMENT OR TERMINATION

         The Plan may be amended or terminated at any time by action of the
Board; provided, that (i) such amendment or termination shall not, without the
consent of the recipient of an option, adversely affect the rights of the
recipient with respect to an outstanding option; and (ii) approval of an
amendment by the shareholders of the Corporation shall be required to the
extent, if any, that shareholder approval of such amendment is required by
applicable law, rule or regulation.



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16.      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
conflict of law provisions of any state.

17.      SECTION 16(B) COMPLIANCE

         To the extent that participants in the Plan are subject to Section
16(b) of the Exchange Act, it is the general intention of the Corporation that
transactions under the Plan shall comply with Rule 16b-3 under the Exchange Act
and, unless the Board shall determine otherwise, if any Plan provision is later
found not to be in compliance with Section 16 of the Exchange Act, the
provision shall be deemed null and void in order for the Plan to be construed
in favor of Plan transactions meeting the requirements of Rule 16b-3 or
successor rules applicable to the Plan. Notwithstanding anything in the Plan to
the contrary, the Board may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan to participants who are officers
or directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other participants.

18.      UNFUNDED PLAN; RETIREMENT PLANS

         (a)      Neither a participant nor any other person shall, by reason
of the Plan, acquire any right in or title to any assets, funds or property of
the Corporation or any related corporation, including, without limitation, any
specific funds, assets or other property which the Corporation or any related
corporation, in their discretion, may set aside in anticipation of a liability
under the Plan. A participant shall have only a contractual right to the Common
Stock issuable under the Plan, unsecured by any assets of the Corporation or
any related corporation. Nothing contained in the Plan shall constitute a
guarantee that the assets of such corporations shall be sufficient to pay any
benefits to any person.

         (b)      In no event shall any amounts accrued, distributable or
payable under the Plan be treated as compensation for the purpose of
determining the amount of contributions or benefits to which any person shall
be entitled under any retirement plan sponsored by the Corporation or a related
corporation that is intended to be a qualified plan within the meaning of
Section 401(a) of the Code.

19.      SHAREHOLDER APPROVAL

         The Plan is subject to approval by the shareholders of the Corporation
within 12 months of the effective date of the plan. Incentive options granted
prior to such shareholder approval shall be effective conditioned upon and
shall be effective only upon the approval of the Plan by the shareholders on or
before the expiration of such 12-month period.



                                       11
<PAGE>   13

         IN WITNESS WHEREOF, this 1998 Stock Option Plan of GBC Bancorp, Inc.,
is, by the authority of the Board of Directors of the Corporation, executed in
behalf of the Corporation, effective the 15th day of December, 1998.


                                    GBC BANCORP, INC.



                                    By:
                                       ----------------------------------------
                                    Printed Name:
                                                 ------------------------------
                                    Title:
                                          -------------------------------------



Attest:



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


[Corporate Seal]



                                       12
<PAGE>   14

                             1998 STOCK OPTION PLAN
                                       OF
                               GBC BANCORP, INC.

                             STOCK OPTION AGREEMENT
                            (1998 EXECUTIVE GRANTS)


                  THIS AGREEMENT (the "Agreement "), made the ______ day of
____________, _____, between GBC Bancorp, Inc., a Georgia corporation (the
"Corporation"), and __________________________ (the "Optionee");

                               R E C I T A L S :

                  In furtherance of the purposes of the 1998 Stock Option Plan
of GBC Bancorp, Inc. (the "Plan"), and in recognition of the Optionee's past
services to the Corporation and as an inducement to encourage continued service
to the Corporation, the Corporation and the Optionee hereby agree as follows:

                  1.       The rights and duties of the Corporation and the
Optionee under this Agreement shall in all respects be subject to and governed
by the provisions of the Plan, the terms of which are incorporated herein by
reference and made a part of this Agreement.

                  2.       The Corporation hereby grants to the Optionee
pursuant to the Plan, as a matter of separate inducement and agreement in
connection with his employment with or service to the Corporation or related
corporation, and not in lieu of any salary or other compensation for his
services, the right and option (the "Option") to purchase all or any part of an
aggregate of _______________ (_________) shares (the "shares") of the common
stock of the Corporation, at the purchase price of Ten Dollars ($10.00) per
share. The Option to purchase the shares shall be designated as an incentive
option. To the extent that any option is designated as an incentive option and
such Option does not qualify as an incentive option, it shall be treated as a
nonqualified option. Except as otherwise provided in the Plan, the Option will
expire if not exercised in full before ______________, ____.

                  3.       Notwithstanding the provision of Section 7(c) of the
Plan, the Option shall become fully exercisable as of the date of this
Agreement and shall remain fully exercisable for the remainder of the option
term (regardless of the Optionee's earlier termination of employment with or
service to the Company). Upon the exercise of an Option in whole or in part,
the Optionee shall pay the option price to the Corporation in cash or by check
in accordance with the provisions of Section 7 of the Plan, and the Corporation
shall as soon thereafter as practicable deliver to the Optionee a certificate
or certificates for the shares purchased.

                  4.       Nothing contained in this Agreement or the Plan
shall require the Corporation or a related corporation to continue the
employment or service of the Optionee for any particular period of time, nor
shall it require the Optionee to remain in the employment of or in service to
the Corporation



                                       1
<PAGE>   15

or such related corporation for any particular period of time. Except as
otherwise expressly provided in the Plan, all rights of the Optionee under the
Plan with respect to the unexercised portion of his Option shall terminate upon
termination of the employment or service of the Optionee with the Corporation
or a related corporation.

                  5.       This Option shall not be transferable (including by
pledge or hypothecation) other than by will or the laws of intestate
succession. This Option shall be exercisable during the Optionee's lifetime
only by the Optionee.

                  6.       This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective executors,
administrators, next-of-kin, successors and assigns.

                  7.       This Agreement may be modified or amended only by
the written agreement of the parties hereto.

                  8.       This Agreement shall be construed and enforced
according to the laws of the State of Georgia.

                  [9.      INSERT THE FOLLOWING UNLESS GEORGIA DEPARTMENT OF
BANKING AND FINANCE RESTRICTIONS HAVE BEEN REMOVED: "NOTWITHSTANDING ANY OTHER
PROVISION CONTAINED IN THE PLAN OR THIS AGREEMENT, THE OPTION SHALL BE SUBJECT
TO ANY RESTRICTIONS OR CONDITIONS IMPOSED BY APPLICABLE LAWS, RULES OR
REGULATIONS, INCLUDING BUT NOT LIMITED TO FEDERAL AND STATE SECURITIES AND
BANKING LAWS, RULES AND REGULATIONS. WITHOUT LIMITING THE FOREGOING, TO THE
EXTENT REQUIRED BY THE GEORGIA DEPARTMENT OF BANKING AND FINANCE (THE
"DEPARTMENT"), EXERCISE OF THE OPTION IS SUBJECT TO THE RESTRICTION THAT NO
SHAREHOLDER (INCLUDING FOR THIS PURPOSE THE SHAREHOLDER'S SPOUSE AND MINOR
CHILDREN) MAY OWN MORE THAN 20 PERCENT OF THE CORPORATION'S OUTSTANDING STOCK
WITHOUT THE DEPARTMENT'S PRIOR APPROVAL."]



                                       2
<PAGE>   16

                  IN WITNESS WHEREOF, this Agreement has been executed in
behalf of the Corporation and by the Optionee on the day and year first above
written.


                                    GBC BANCORP, INC.



                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------



Attest:



------------------------------
Secretary


[Corporate Seal]


                                    OPTIONEE



                                                                         (SEAL)
                                    -------------------------------------
                                                  



                                       3
<PAGE>   17

                             1998 STOCK OPTION PLAN
                                       OF
                               GBC BANCORP, INC.

                             STOCK OPTION AGREEMENT
                             (1998 DIRECTOR GRANTS)


                  THIS AGREEMENT (the "Agreement "), made the ______ day of
____________, _____, between GBC Bancorp, Inc., a Georgia corporation (the
"Corporation"), and __________________________ (the "Optionee");

                               R E C I T A L S :

                  In furtherance of the purposes of the 1998 Stock Option Plan
of GBC Bancorp, Inc. (the "Plan"), and in recognition of the Optionee's past
services to the Corporation and as an inducement to encourage continued service
to the Corporation, the Corporation and the Optionee hereby agree as follows:

                  1.       The rights and duties of the Corporation and the
Optionee under this Agreement shall in all respects be subject to and governed
by the provisions of the Plan, the terms of which are incorporated herein by
reference and made a part of this Agreement.

                  2.       The Corporation hereby grants to the Optionee 
pursuant to the Plan, as a matter of separate inducement and agreement in
connection with his employment with or service to the Corporation or related
corporation, and not in lieu of any salary or other compensation for his
services, the right and option (the "Option") to purchase all or any part of an
aggregate of _______________ (_________) shares (the "shares") of the common
stock of the Corporation, at the purchase price of Ten Dollars ($10.00) per
share. The Option to purchase the shares shall be designated as a nonqualified
stock option. Except as otherwise provided in the Plan, the Option will expire
if not exercised in full before ___________________,____. [NOTE: GEORGIA
DEPARTMENT OF BANKING AND FINANCE IMPOSED OPTION TERMINATION DATE OF 4/14/07
FOR INITIAL GRANTS. CONFIRM WHETHER THIS RESTRICTION APPLIES TO SUBSEQUENT
NON-EMPLOYEE DIRECTOR GRANTS.]

                  3.       Notwithstanding the provision of Section 7(d) of the
Plan, the Option shall become fully exercisable as of the date of this
Agreement and shall remain fully exercisable for the remainder of the option
term (regardless of the Optionee's earlier termination of employment with or
service to the Company). Upon the exercise of an Option in whole or in part,
the Optionee shall pay the option price to the Corporation in cash or by check
in accordance with the provisions of Section 7 of the Plan, and the Corporation
shall as soon thereafter as practicable deliver to the Optionee a certificate
or certificates for the shares purchased.

                  4.       Nothing contained in this Agreement or the Plan 
shall require the Corporation or a related corporation to continue the
employment or service of the Optionee for any particular period of time, nor
shall it require the Optionee to remain in the employment of or in service to
the Corporation



                                       1
<PAGE>   18

or such related corporation for any particular period of time. Except as
otherwise expressly provided in the Plan, all rights of the Optionee under the
Plan with respect to the unexercised portion of his Option shall terminate upon
termination of the employment or service of the Optionee with the Corporation
or a related corporation.

                  5.       This Option shall not be transferable (including by
pledge or hypothecation) other than by will or the laws of intestate
succession. This Option shall be exercisable during the Optionee's lifetime
only by the Optionee.

                  6.       This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective executors,
administrators, next-of-kin, successors and assigns.

                  7.       This Agreement may be modified or amended only by
the written agreement of the parties hereto.

                  8.       This Agreement shall be construed and enforced
according to the laws of the State of Georgia.

                  [9.      INSERT THE FOLLOWING UNLESS GEORGIA DEPARTMENT OF
BANKING AND FINANCE RESTRICTIONS HAVE BEEN REMOVED: "NOTWITHSTANDING ANY OTHER
PROVISION CONTAINED IN THE PLAN OR THIS AGREEMENT, THE OPTION SHALL BE SUBJECT
TO ANY RESTRICTIONS OR CONDITIONS IMPOSED BY APPLICABLE LAWS, RULES OR
REGULATIONS, INCLUDING BUT NOT LIMITED TO FEDERAL AND STATE SECURITIES AND
BANKING LAWS, RULES AND REGULATIONS. WITHOUT LIMITING THE FOREGOING, TO THE
EXTENT REQUIRED BY THE GEORGIA DEPARTMENT OF BANKING AND FINANCE (THE
"DEPARTMENT"), (I) THE OPTION MAY BE SUBJECT TO ACCELERATED EXERCISE OR
FORFEITURE IF GWINNETT BANKING COMPANY'S TIER I LEVERAGE CAPITAL RATIO FALLS
BELOW CERTAIN MINIMUM REGULATORY REQUIREMENTS, AND (II) EXERCISE OF THE OPTION
IS SUBJECT TO THE RESTRICTION THAT NO SHAREHOLDER (INCLUDING FOR THIS PURPOSE
THE SHAREHOLDER'S SPOUSE AND MINOR CHILDREN) MAY OWN MORE THAN 20 PERCENT OF
THE CORPORATION'S OUTSTANDING STOCK WITHOUT THE DEPARTMENT'S PRIOR APPROVAL."]



                                       2
<PAGE>   19

                  IN WITNESS WHEREOF, this Agreement has been executed in
behalf of the Corporation and by the Optionee on the day and year first above
written.


                                    GBC BANCORP, INC.



                                    By:
                                       ----------------------------------------
                                    Name: 
                                         --------------------------------------
                                    Title:
                                          -------------------------------------



Attest:



------------------------------
Secretary


[Corporate Seal]

                                    OPTIONEE


                                                                        (SEAL)
                                    ------------------------------------



                                       3
<PAGE>   20

                             1998 STOCK OPTION PLAN
                                       OF
                               GBC BANCORP, INC.

                             STOCK OPTION AGREEMENT
                    (STANDARD FORM WITH VESTING PROVISIONS)


                  THIS AGREEMENT (the "Agreement"), made the ______ day of
____________, _____, between GBC Bancorp, Inc., a Georgia corporation (the
"Corporation"), and __________________________ (the "Optionee");

                               R E C I T A L S :

                  In furtherance of the purposes of the 1998 Stock Option Plan
of GBC Bancorp, Inc. (the "Plan"), in recognition of the Optionee's past
services to the Corporation, and as an inducement to encourage continued
services to the Corporation, the Corporation and the Optionee hereby agree as
follows:

                  1.       The rights and duties of the Corporation and the
Optionee under this Agreement shall in all respects be subject to and governed
by the provisions of the Plan, the terms of which are incorporated herein by
reference and made part of this Agreement.

                  2.       The Corporation hereby grants to the Optionee
pursuant to the Plan, as a matter of separate inducement and agreement in
connection with his employment with or service to the Corporation or related
corporation, and not in lieu of any salary or other compensation for his
services, the right and option (the "Option") to purchase all or any part of an
aggregate of _______________ (_________) shares (the "shares") of the common
stock of the Corporation, at the purchase price of ___________________
($________) per share. The Option to purchase ________________(______________)
shares shall be designated as an incentive option. The Option to purchase
___________________ (________) shares shall be designated as a nonqualified
option. To the extent that any option is designated as an incentive option and
such Option does not qualify as an incentive option, it shall be treated as a
nonqualified option. Except as otherwise provided in the Plan, the Option will
expire if not exercised in full before ______________, ____.

                  3.       The Option shall become exercisable on the date or
dates and subject to any additional conditions set forth on Schedule A attached
hereto. To the extent that an Option which is exercisable is not exercised,
such Option shall accumulate and be exercisable by the Optionee in whole or in
part at any time prior to expiration of the Option. Upon the exercise of an
Option in whole or in part, the Optionee shall pay the option price to the
Corporation in cash or by check in accordance with the provisions of Section 7
of the Plan, and the Corporation shall as soon thereafter as practicable
deliver to the Optionee a certificate or certificates for the shares purchased.



                                       1
<PAGE>   21

                  4.       Nothing contained in this Agreement or the Plan
shall require the Corporation or a related corporation to continue the
employment or service of the Optionee for any particular period of time, nor
shall it require the Optionee to remain in the employment of or in service to
the Corporation or such related corporation for any particular period of time.
Except as otherwise expressly provided in the Plan, all rights of the Optionee
under the Plan with respect to the unexercised portion of his Option shall
terminate upon termination of the employment or service of the Optionee with
the Corporation or a related corporation.

                  5.       This Option shall not be transferable (including by
pledge or hypothecation) other than by will or the laws of intestate
succession. This Option shall be exercisable during the Optionee's lifetime
only by the Optionee.

                  6.       This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective executors,
administrators, next-of-kin, successors and assigns.

                  7.       This Agreement may be modified or amended only by
the written agreement of the parties hereto.

                  8.       This Agreement shall be construed and enforced
according to the laws of the State of Georgia.

                  [9.      INSERT THE FOLLOWING UNLESS GEORGIA DEPARTMENT OF
BANKING AND FINANCE RESTRICTIONS HAVE BEEN REMOVED: "NOTWITHSTANDING ANY OTHER
PROVISION CONTAINED IN THE PLAN OR THIS AGREEMENT, THE OPTION SHALL BE SUBJECT
TO ANY RESTRICTIONS OR CONDITIONS IMPOSED BY APPLICABLE LAWS, RULES OR
REGULATIONS, INCLUDING BUT NOT LIMITED TO FEDERAL AND STATE SECURITIES AND
BANKING LAWS, RULES AND REGULATIONS. WITHOUT LIMITING THE FOREGOING, TO THE
EXTENT REQUIRED BY THE GEORGIA DEPARTMENT OF BANKING AND FINANCE (THE
"DEPARTMENT"), (I) THE OPTION MAY BE SUBJECT TO ACCELERATED EXERCISE OR
FORFEITURE IF GWINNETT BANKING COMPANY'S TIER I LEVERAGE CAPITAL RATIO FALLS
BELOW CERTAIN MINIMUM REGULATORY REQUIREMENTS, AND (II) EXERCISE OF THE OPTION
IS SUBJECT TO THE RESTRICTION THAT NO SHAREHOLDER (INCLUDING FOR THIS PURPOSE
THE SHAREHOLDER'S SPOUSE AND MINOR CHILDREN) MAY OWN MORE THAN 20 PERCENT OF
THE CORPORATION'S OUTSTANDING STOCK WITHOUT THE DEPARTMENT'S PRIOR APPROVAL."]



                                       2
<PAGE>   22

                  IN WITNESS WHEREOF, this Agreement has been executed in
behalf of the Corporation and by the Optionee on the day and year first above
written.


                                   GBC BANCORP, INC.



                                   By: 
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------



Attest:



-----------------------------
Secretary


[Corporate Seal]

                                    OPTIONEE




                                                                         (SEAL)
                                    -------------------------------------



                                       3
<PAGE>   23

                             1998 STOCK OPTION PLAN
                              OF GBC BANCORP, INC.
            (STANDARD FORM OPTION AGREEMENT WITH VESTING PROVISIONS)

                                   SCHEDULE A




Date Option granted: __________________, _____.
Date Option expires: __________________, _____.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.


<TABLE>
<CAPTION>
Date Installment             Number of Shares             Incentive or
First Exercisable             in Installment         Nonqualified Stock Option
------------------           ----------------        -------------------------
<S>                          <C>                     <C>

</TABLE>



                                       4