GBC BANCORP, PRE 14A, 1998-03-24

GBC BANCORP
PRE 14A, 1998-03-24
STATE COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

GBC Bancorp
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

GBC BANCORP
800 WEST SIXTH STREET
LOS ANGELES, CALIFORNIA 90017

(LOGO)

TO THE SHAREHOLDERS OF GBC BANCORP:

NOTICE IS HEREBY GIVEN That, pursuant to the call of its Board of
Directors, the Annual Meeting of Shareholders (the "Meeting") of GBC Bancorp
("Bancorp") will be held in the Corporate Board Room of Bancorp, located at 800
West Sixth Street, 15th Floor, Los Angeles, California 90017, on Thursday, May
7, 1998 at 4:00 p.m., for the purpose of considering and voting on the following
matters:

1. ELECTION OF DIRECTORS. To elect fourteen directors to serve for the
ensuing year.

2. APPROVAL OF EXECUTIVE INCENTIVE COMPENSATION AWARD PROGRAM FOR LI-PEI
WU. To act upon a proposal, which the Board of Directors supports, to
approve the incentive compensation award program included in the
employment agreement between Bancorp and Mr. Li-Pei Wu, Bancorp's
Chairman of the Board and Chief Executive Officer.

3. OTHER BUSINESS. To transact such other business as may properly come
before the meeting and any adjournments thereof.

The Board of Directors has fixed the close of business on February 28, 1998
as the record date for determination of shareholders entitled to notice of, and
the right to vote at the Meeting.

YOU ARE URGED TO VOTE IN FAVOR OF THE PROPOSALS BY SIGNING AND RETURNING
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING IN PERSON. THE ENCLOSED PROXY IS SOLICITED BY BANCORP'S BOARD OF
DIRECTORS. ANY SHAREHOLDER GIVING A PROXY MAY REVOKE IT PRIOR TO THE TIME IT IS
VOTED BY NOTIFYING THE SECRETARY IN WRITING TO THAT EFFECT, BY FILING WITH HIM A
LATER DATED PROXY, OR BY VOTING IN PERSON AT THE MEETING.

By Order of the Board of Directors

/s/ PETER WU

Peter Wu
Secretary

Dated: April 6, 1998
<PAGE> 3

PROXY STATEMENT

GBC BANCORP

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 7, 1998

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
the Proxies to be used at the Annual Meeting of Shareholders (the "Meeting") of
GBC Bancorp ("Bancorp") to be held on Thursday, May 7, 1998 at 4:00 p.m., at the
Corporate Board Room of Bancorp, 800 West Sixth Street, 15th Floor, Los Angeles,
California 90017, and at any adjournment thereof.

It is expected that this Proxy Statement and accompanying Notice and form
of Proxy will be mailed to shareholders on or about April 6, 1998.

The matters to be considered and voted upon at the Meeting will be:

1. ELECTION OF DIRECTORS. To elect fourteen directors to serve for the
ensuing year.

3. OTHER BUSINESS. To transact such other business as may properly come
before the meeting and any adjournments thereof.

REVOCABILITY OF PROXIES

A Proxy for use at the Meeting is enclosed. Any shareholder who executes
and delivers such Proxy has the right to revoke it at any time before it is
exercised by filing with the Secretary of Bancorp an instrument revoking it or a
duly-executed Proxy bearing a later date. In addition, the powers of the
proxyholders will be suspended if the person executing the Proxy is present at
the Meeting and elects to vote in person by advising the Chairman of the Meeting
of his/her election to vote in person, and voting in person at the Meeting.
Subject to such revocation or suspension, all shares represented by a properly
executed Proxy received in time for the Meeting will be voted by the
proxyholders in accordance with the instructions on the Proxy. If no instruction
is specified with regard to a matter to be acted upon, the shares represented by
the proxy will be voted in accordance with the recommendations of management.
Abstentions and broker non-votes are not considered votes cast.

PERSONS MAKING THE SOLICITATION

This solicitation of Proxies is being made by the Board of Directors of
Bancorp. The expense of preparing, assembling, printing, and mailing this Proxy
Statement and the materials used in the solicitation of Proxies for the Meeting
will be borne by Bancorp. It is contemplated that Proxies will be solicited
principally through the use of the mail, but officers, directors, and employees
of Bancorp may solicit Proxies personally or by telephone without receiving
special compensation therefor. Bancorp may reimburse banks, brokerage houses and
other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding these Proxy
<PAGE> 4

materials to their principals. In addition, Bancorp may utilize the services of
individuals or companies not regularly employed by Bancorp in connection with
the solicitation of Proxies, if Management of Bancorp determines that this is
advisable.

VOTING SECURITIES

There were issued and outstanding 7,065,849 shares of Bancorp's common
stock ("Common Stock") on February 28,1998 which has been fixed as the record
date (the "Record Date") for the purpose of determining shareholders entitled to
notice of, and to vote at, the Meeting. Each holder of Bancorp's Common Stock
will be entitled to one vote, in person or by proxy, for each share of Common
Stock held as of the Record Date on any matter submitted to the vote of the
shareholders.

SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BY MANAGEMENT

The following table sets forth, as of February 28, 1998, the number and
percentage of shares of the Bancorp's outstanding Common Stock beneficially
owned, directly or indirectly, by each of the Bancorp's directors, and the
executive officers included in the Summary Compensation Table set forth under
the caption "EXECUTIVE COMPENSATION" on page 8, and by the directors and
officers as a group. The shares "beneficially owned" are determined under
Securities and Exchange Commission Rules, and do not necessarily indicate
ownership for any other purpose. In general, beneficial ownership includes
shares over which director, principal shareholder, or officer has sole or shared
voting or investment power and shares which such person has the right to acquire
within 60 days of February 28, 1998. Unless otherwise indicated, the persons
listed below have sole voting and investment powers of the shares beneficially
owned. Management is not aware of any arrangements which may, at a subsequent
date, result in a change of control of Bancorp.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS
---------------- -------------------- -------------------
<S> <C> <C>
Helen Y. Chen 193,280(1) 2.64%
Thomas C. T. Chiu 56,550(2) 0.77%
Chuang-I Lin 29,000(3) 0.40%
Ko-Yen Lin 70,000(4) 0.95%
Ting Y. Liu 192,393(5) 2.62%
John Wang 31,992(6) 0.44%
Kenneth C. Wang 31,992(7) 0.44%
Chien-Te Wu 89,740 1.22%
Julian Wu 40,307(8) 0.55%
Li-Pei Wu 239,056(9) 3.26%
Peter Wu 273,712(10) 3.73%
Ping C. Wu 336,052(11) 4.58%
Walter Wu 66,666(12) 0.91%
Chin-Liang Yen 210,661(13) 2.87%
26 Present Directors and Officers
as a group 1,898,847 25.90%
</TABLE>

2
<PAGE> 5

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

(1) Includes 169,250 shares held by the Helen Y. Chen Revocable Living Trust,
Helen Y. Chen, Trustee, as to which shares Ms. Chen has sole voting and
investment powers. Also includes 24,030 shares held by Ms. Chen's children
in their own names, as to which shares Ms. Chen has shared voting and
investment powers.

(2) Includes 41,140 shares held jointly with Dr. Chiu's spouse and 8,470 shares
held by Dr. Chiu's spouse in her own name, as to which shares Dr. Chiu has
shared voting and investment powers, and 2,100 shares owned by Dr. Chiu's
Pension Fund.

(3) These shares are owned by Myriad Capital, Inc., which is 95% owned by Mr.
Lin, as to which shares Mr. Lin has shared voting and investment powers.

(4) Includes 60,000 shares held on behalf of Mr. Lin by Capital World
Securities Corp.

(5) Includes 191,578 shares held jointly with Mr. Liu's spouse, and 1,815
shares held by Jade Realty Pension Trust which is 100% owned by Mr. Liu, as
to which shares Mr. Liu has voting and investment powers. Does not include
26,734 shares held by Mr. Liu's children in their own names, as to which
shares Mr. Liu disclaims beneficial ownership.

(6) Does not include 51,365 shares held by Mr. Wang's mother and 63,984 shares
held by his brothers, as to which shares Mr. Wang holds a power to vote in
accordance with their instructions. Mr. Wang disclaims beneficial ownership
of these shares.

(7) Does not include 51,365 shares held by Mr. Wang's mother and 63,984 shares
held by his brothers, as to which shares Mr. Wang holds a power to vote in
accordance with their instructions. Mr. Wang disclaims beneficial ownership
of these shares.

(8) Includes 3,630 shares held by Unison Investment of which Mr. Wu is the
General Partner. Does not include 1,210 shares held by Mr. Wu's children in
their own names, as to which shares Mr. Wu has no voting and investment
powers. Also does not include 139,929 shares held by Mr. Wu's brothers and
sisters in their own names, as to which shares Mr. Wu holds a power of
attorney to vote in accordance with their instructions. Mr. Wu disclaims
beneficial ownership of these shares.

(9) Includes 825 shares held jointly with Mr. Wu's spouse, as to which shares
Mr. Wu has shared voting and investment powers, and 231 shares held on
behalf of Mr. Wu by Merrill Lynch, Pierce, Fenner & Smith, Inc. Also
includes 238,000 shares subject to options presently exercisable or which
will become exercisable within 60 days.

(10) Includes 216,102 shares held under Wu Trust UA 6-19-91. Also includes
13,004 shares held by Mr. Wu's children under the California Uniform
Transfers to Minors Act, Chong Hwei Wu, Custodian, as to all shares Mr. Wu
has shared voting and investment powers. Also includes 4,606 shares held
on behalf of Mr. Wu by Fidelity Management & Research Co., and 35,800
shares by Sutro & Co., Inc. Also includes 4,200 shares subject to options
presently exercisable or which will become exercisable within 60 days.

(11) Includes 88,732 shares owned by President Global Corp., as to which shares
Mr. Wu has sole voting and investment powers. Also includes 93,918 shares
held jointly with Mr. Wu's spouse, 10,587 shares held by Mr. Wu's spouse
in her own name, and 8,333 shares held by Mr. Wu's children in their own
names, as to all of which shares Mr. Wu has shared voting and investment
powers. Also includes 36,170 shares held by Mr. Wu's son under his own
name.

(12) Includes 16,666 shares held jointly with Mr. Wu's spouse and 10,000 shares
held by Mr. Wu's spouse as trustee, as to which shares Mr. Wu has shared
voting and investment powers.

(13) Includes 150,770 shares held jointly with Ms. Yen's spouse and 59,891
shares held by Ms. Yen's children in their own names, as to which shares
Ms. Yen has shared voting and investment powers.

BY OTHERS

FMR Corp. of 82 Devonshire Street, Boston, Massachusetts 02109 has reported
in a filing on Schedule 13G under the Securities Exchange Act of 1934, as
amended, that it beneficially owns 572,000

3
<PAGE> 6

shares of Bancorp's Common Stock, constituting 8.19% of Common Stock outstanding
as of December 31, 1997. According to such filing, FMR Corp. has sole power to
vote or to direct the vote of 44,700 shares and sole power to dispose or to
direct the disposition of 572,000 shares. Of the reported shares, 530,700 are
beneficially owned by its wholly-owned subsidiary, Fidelity Management &
Research Company, as a result of its acting as investment advisor to various
investment companies registered under the Investment Company Act of 1940; and
39,500 shares are beneficially owned by its wholly-owned subsidiary Fidelity
Management Trust Company as a result of its serving as investment manager of
institutional accounts. 1,800 of the reported shares are beneficially owned by
Fidelity International Limited, a Bermudan joint stock company ("FIL"), and
while FMR Corp. states in its Schedule 13G its view that it and FIL are not
acting as a "group," such filing is made on a voluntary basis as if all such
shares are beneficially owned by FMR Corp. and FIL on a joint basis. Reference
is made to such Schedule 13G filing with the SEC for further information with
respect to the beneficial ownership of such shares.

J.P. Morgan & Co. Incorporated of 60 Wall Street, New York, New York 10260
("Morgan") has reported in a filing on Schedule 13G under the Securities and
Exchange Act of 1934, as amended, that it beneficially owns 478,300 shares of
Bancorp's Common Stock, constituting 6.8% of Common Stock outstanding as of
December 31, 1997. According to such filing, Morgan has sole power to vote
405,200 shares and sole dispositive power over 478,300 shares of Bancorp's
Common Stock. Morgan's Schedule 13G also states that all said shares are held by
certain of its subsidiaries including Morgan Guaranty Trust Company of New York,
a bank, J.P. Morgan Investment Management, Inc., a registered investment
advisor, J.P. Morgan Florida Federal Savings Bank, a registered investment
advisor, as well as certain non-qualifying subsidiaries, but according to
Morgan's Schedule 13G the amount so owned does not exceed one percent of the
total outstanding securities of Bancorp and it is not practical to obtain
additional information concerning ownership of Bancorp Common Stock by such
non-qualifying subsidiaries.

Dimensional Fund Advisors Inc. of 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401 ("Dimensional") has reported in a filing on Schedule
13G under the Securities and Exchange Act of 1934, as amended, that it
beneficially owns 361,098 shares of Bancorp's Common Stock, constituting 5.17%
of Common Stock outstanding as of December 31, 1997. According to such filing,
Dimensional, a registered investment advisor, has sole power to vote 258,798
shares and sole dispositive power over 361,098 shares of Bancorp's Common Stock.
Dimensional has advised Bancorp that all said shares are held in portfolios of
DFA Investment Dimensions Group Inc., a registered open-end investment company,
or in series of the DFA Investment Trust Company, a Delaware business trust, or
the DFA Group Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, for all of which entities Dimensional serves
as investment manager. Dimensional has advised Bancorp that it disclaims
beneficial ownership of all such shares.

The Board of Directors knows of no other person who owns, beneficially or
of record either individually or together with associates, 5% or more of the
outstanding shares of Bancorp's Common Stock.

4
<PAGE> 7

ELECTION OF DIRECTORS

The persons named below have been nominated to serve as directors of
Bancorp until the 1999 Annual Meeting of Shareholders and until their respective
successors are elected and qualify, and management does not intend to nominate
any other persons as directors at this Annual Meeting. There are no family
relationships between any director, executive officer or person nominated to
become a director or executive officer, except: (i) Peter Wu, Ping C. Wu and
Chien-Te Wu are brothers and are first cousins to Julian Wu; and (ii) John Wang
and Kenneth Wang are brothers. The term family relationship means any
relationship by blood, marriage or adoption not more remote than first cousin.
The following is a brief biographical description of each nominee. Each of the
nominees was elected to his or her present term of office at Bancorp's last
Annual Meeting of Shareholders.

<TABLE>
<CAPTION>
BANCORP
DIRECTOR PRINCIPAL OCCUPATION
NAME AGE SINCE DURING THE PAST FIVE YEARS
---- --- -------- --------------------------
<S> <C> <C> <C>
Helen Y. Chen 55 1986 From 1974 to present, Vice President of Fullong Enterprise
Corp.
Thomas C. T. Chiu 50 1983 Medical doctor.
Chuang-I Lin, Ph.D. 57 1983 1980 to present, Chairman and President of Myriad Capital,
Inc.
Ko-Yen Lin 54 1986 1977 to present, President of T. K. Lin Investment Co.,
Calabasas, CA.
Ting Y. Liu, Ph.D. 61 1981 From 1984 to present, Chairman, Phoenix Hotel Group, Inc.;
and since July 1994, Chairman of General Link Inc.,
Chatsworth, CA.
John C. Wang 35 1989 From 1987 to present, Vice President of The Wang
Partnership; 1990 to present, Managing Director of South
Bay Capital Corporation; and since 1991 President, Pacific
Coast Realty Services, Inc.
Kenneth C. Wang 37 1991 From 1986 to present, Executive Vice President of The Wang
Partnership, and from 1993 to present, Executive Vice
President of Kenjohn Trading.
Chien-Te Wu 36 1994 From September 1990 to July 1993, Executive Vice President,
and since August 1993 to present, President, of Tone Yee
Investments & Developments.
Julian Wu, Ph.D. 56 1981 1977 to present, General Partner of West Union Investment
Co., Torrance, CA.
Li-Pei Wu 63 1982 From May 1982 to present, Chief Executive Officer and from
June 1984 to present, also Chairman of the Board of Bancorp
and General Bank. President of Bancorp and General Bank
from May 1982 to March 1998.
Peter Wu, Ph.D. 49 1981 From 1979 to March 1998, Executive Vice President and since
January 1995, also Chief Operating Officer, of General
Bank; from 1981 to March 1998, Executive Vice President of
Bancorp. Elected President of Bancorp and General Bank in
March 1998. Presently also Secretary of Bancorp and General
Bank.
Ping C. Wu 52 1981 1975 to present, President of President Global Corp., Buena
Park, CA.
Walter Wu 52 1981 1984 to present, President of Wenix International Corp.
Chin-Liang Yen 55 1983 From 1986 to present, President of San Yang Enterprises
Corp.
</TABLE>

The enclosed Proxy will be voted in favor of the election of the
above-named nominees as directors, unless authority to vote for directors is
withheld. If any of the nominees should be unable or decline to serve, which is
not anticipated, discretionary authority is reserved for the proxyholders to
vote for a substitute, to be designated by the present Board of Directors.

5
<PAGE> 8

THE BOARD OF DIRECTORS AND COMMITTEES

As of December 31, 1997, there were fourteen directors of Bancorp. Bancorp
had ten (10) special Board of Directors meetings in 1997. All fourteen directors
attended more than 75% of the Board Meetings of Bancorp with the exception of
Mr. Kenneth Wang and Mrs. Chin-Liang Yen. Bancorp does not have any standing
audit, compensation, nominating or personnel committee.

The Board of Directors of General Bank (the "Bank") had twelve (12) regular
meetings during the year 1997. Members of the Board of Directors of the Bank
also attended twenty-seven (27) loan committee meetings during the year 1997.
The Bank has an audit committee composed of five outside directors which met six
(6) times in 1997. The audit committee reviews audits of the Bank and considers
the adequacy of auditing procedures.

DIRECTORS' COMPENSATION

Each director who attends the regular Board of Directors meetings of the
Bank is paid $1,000.00 for each attendance. Any director who does not attend is
paid $700.00 per meeting. Directors are not paid any fee for attending special
Board Meetings unless agreed to by a majority of the Board of Directors.
Directors are not paid any fee for attending Board Meetings of Bancorp. Each
director who is not an employee is paid $200.00 for each attendance at a
committee meeting of the Board of Directors of the Bank.

The Company is implementing a program to grant non-qualified options for
Bancorp's Common Stock to the non-employee directors under the GBC Bancorp
Amended and Restated 1988 Stock Option Plan (the "1988 Stock Option Plan"). The
program provides: (1) immediately after the Meeting each of the twelve (12)
non-employee directors will be granted a non-qualified option to purchase 10,000
shares of Common Stock, with the exercise price of the options to be the fair
market value of the Common Stock on the date of the Meeting; and (2) beginning
on January 1, 1999 and continuing thereafter on January 1 of each succeeding
year, each non-employee director serving on such date who shall have served as a
director for at least one year as of such date will be granted a non-qualified
option to purchase 1,500 shares of Common Stock with an exercise price equal to
the fair market value of the Common Stock on the first business day of each such
year, with such option to vest on the one year anniversary date of the grant
thereof. All options granted under the program will be fully exercisable on the
first anniversary date of the grant and will be exercisable over a ten (10)-year
period from the date of the grant.

APPROVAL OF EXECUTIVE INCENTIVE COMPENSATION
AWARD PROGRAM FOR LI-PEI WU

INTRODUCTION

On February 19, 1998, Mr. Li-Pei Wu, Bancorp and the Bank entered into a
new employment agreement that, among other things, provides for the payment to
Mr. Wu of incentive compensation, which employment agreement was subsequently
modified pursuant to an amendment to employment agreement entered into on March
19, 1998 (as so amended such employment agreement is hereinafter referred to as
the "New Agreement") (see "Employment Agreement" under "EXECUTIVE COMPENSATION"
on pages 12-14). The incentive compensation provisions of the New Agreement
modify those included in the prior employment agreement under which Mr. Wu
served as Chairman of the Board, President and Chief Executive Officer of the
Company. The Board of Directors proposes that the incentive compensation award
program included in the New Agreement be approved by the shareholders, and the
Board of Directors recommends a vote "FOR" the proposal to approve Mr. Wu's
incentive compensation award program.

THE INCENTIVE COMPENSATION AWARD PROGRAM

The New Agreement provides for an annual incentive compensation award
payable to Mr. Wu, computed as follows: (i) three percent (3%) of any amount by
which the Bank's tax equivalent income before taxes exceeds ten percent (10%) of
the net equity of the Bank at the beginning of that fiscal year but does not

6
<PAGE> 9

exceed fifteen percent (15%) of such net equity; and (ii) four percent (4%) of
any amount by which such income exceeds fifteen percent (15%) of such net
equity. In addition, under the New Agreement, Mr. Wu will also be entitled to
receive from each Bancorp subsidiary (other than the Bank), if any exists, an
incentive compensation cash award computed in accordance with a formula similar
to the one described in the preceding sentence. Commencing with the fiscal year
ending December 31, 2000, the aggregate incentive compensation cash award
payable to Mr. Wu shall be subject to the following maximum dollar limitations:
(i) $1,500,000.00 for the fiscal year 2000, (ii) $400,000.00 for the fiscal year
2001, and (iii) $400,000.00 for the fiscal year 2002.

Under the New Agreement, subject to the adoption of a new stock option plan
by the Company and the approval thereof by the shareholders of the Company in
1999, on December 19, 2001 Mr. Wu will be granted a non-qualified stock option
to purchase shares of GBC Common Stock equal to the aggregate of the number of
shares of GBC Common Stock that are covered by the unexercised portion of Mr.
Wu's December 19, 1991 non-qualified stock option as of December 31, 2000 and/or
the number of shares that had been previously acquired by Mr. Wu by reason of
exercising such non-qualified stock option and which shares are held by him as
of December 31, 2000. The number of shares of GBC Common Stock subject to the
new non-qualified stock option will be equitably adjusted in the event of any
change to GBC Common Stock occurring as a result of any stock split, stock
dividend, reorganization or similar transaction. The exercise price under such
new option will be the fair market value of GBC Common Stock on the date of
grant. The new option will vest immediately upon grant and the exercise period
will be five (5) years from the date of grant, or December 31, 2007, so long as
Mr. Wu's employment with the Company terminates upon the expiration of the New
Agreement by its terms on December 31, 2002; provided, that if Mr. Wu's
employment with the Company terminates prior to December 31, 2002, the exercise
period will only be three (3) months from such termination date, or, if Mr. Wu
dies or becomes disabled, the exercise period will be the earlier of one (1)
year from his death or disability or December 31, 2007. In any event, should Mr.
Wu fail to comply with the terms of the noncompetition provision contained in
the New Agreement, to the extent not then exercised, the new stock option will
expire and terminate on the date of such failure to comply.

The New Agreement provides that commencing with the fiscal year ending
December 31, 1999, Mr. Wu may elect in his discretion to receive up to one-half
( 1/2) of his incentive compensation cash award for any fiscal year in shares of
Bancorp Common Stock. If Mr. Wu makes such an election he will receive as of the
date of such election GBC Common Stock equal in value (determined as of such
election date) to the portion of the cash award for which he elected to receive
GBC Common Stock. In addition, he will be awarded as of such election date a
vested, deferred contractual right to receive two (2) years later GBC Common
Stock equal in value to the sum of fifty percent (50%) in value of the portion
of the cash award for which he elected to receive GBC Common Stock plus the
value of dividends that would have been paid during the two (2)-year deferral
period had such GBC Common Stock actually been granted to him on the date of his
election. The number of shares of GBC Common Stock subject to the vested,
deferred contractual right will be equitably adjusted in the event of any change
to GBC Common Stock occurring as a result of any stock split, stock dividend,
reorganization or similar transaction.

The New Agreement further provides that during the first three (3) years of
Mr. Wu's employment thereunder Bancorp shall grant to him a vested, deferred
contractual right to receive one share of Bancorp Common Stock for every twenty
(20) shares of Bancorp Common Stock acquired by him through exercise of his
non-qualified stock option, or acquired by reason of his election to receive up
to one-half ( 1/2) of his incentive compensation cash award for any fiscal year
in Bancorp Common Stock, excluding shares for which Mr. Wu has a vested,
deferred contractual right to receive, and/or of vested option shares (even
though not exercised) under his non-qualified stock option that are held during
the full term of the relevant fiscal year. The total number of shares to be
received by Mr. Wu shall not in the aggregate exceed 50,000, which number is
subject to equitable adjustment in the event of any change to GBC Common Stock
occurring as a result of any stock split, stock dividend, reorganization or
similar transaction. Such additional shares shall be granted on the fifth (5th)
anniversary of the first (1st) day of January following the year with respect to
which the contractual right to receive the additional shares was awarded
(together with a further number of shares equal in value to the dividends that
would have been paid on the additional shares during such five (5)-year deferral
period).

7
<PAGE> 10

The above description of Mr. Wu's incentive compensation award program
summarizes the material elements of Paragraphs 2.2, 2.4 and 2.5 of the New
Agreement. This summary does not purport to be complete and is qualified in its
entirety by reference to the full text of such Paragraphs, as set forth in
Appendix A attached hereto.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
APPROVE THE EXECUTIVE INCENTIVE COMPENSATION AWARD PROGRAM FOR LI-PEI WU.

EXECUTIVE COMPENSATION

The following table sets forth the cash and noncash compensation paid or
accrued by Bancorp or the Bank to or for the account of the Chief Executive
Officer and each of the other most highly compensated executive officers of
Bancorp and the Bank whose total annual salary and bonus for the last fiscal
year exceeds $100,000 (the "Named Executives") for the fiscal years ended
December 31, 1997, 1996 and 1995.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION(1)
----------------------------------------------------- --------------------------------------
AWARDS PAYOUTS
OTHER ---------------------------- -------
ANNUAL RESTRICTED SECURITIES
COMPENSA- STOCK UNDERLYING LTIP
NAME AND SALARY BONUS(2) TION(3) AWARD(S) OPTIONS PAYOUTS
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
------------------ ---- --------------- ---------- --------------- ---------- --------------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Li-Pei Wu 1997 $ 383,084 $1,497,504 $ 294,542 N/A -- N/A
Chairman of the Board, 1996 364,224 1,010,620 198,778 N/A -- N/A
President, Chief Executive 1995 350,341 232,921 45,813 N/A -- N/A
Officer
and Director of Bancorp and
Bank
Peter Wu 1997 112,025 200,000 39,338 N/A 4,000 N/A
Executive Vice President, 1996 108,000 100,000 16,875 N/A 7,000 N/A
Secretary, and Director of 1995 102,950 37,482 6,325 N/A 6,000 N/A
Bancorp and Bank and Chief
Operating Officer of Bank
Peter Lowe 1997 115,060 117,000 23,013 N/A 3,000 N/A
Executive Vice President and 1996 109,200 108,574 18,322 N/A 4,000 N/A
Chief Financial Officer of 1995 105,350 35,000 5,906 N/A 10,000 N/A
Bancorp and Bank
Eddie Chang 1997 75,450 102,588 17,312 N/A 2,000 N/A
Senior Vice President and 1996 64,800 67,360 9,079 N/A 2,500 N/A
Manager of Real Estate 1995(5) -- -- -- -- -- --
Lending Department of Bank
Domenic Massei 1997 81,400 90,000 15,188 N/A 1,500 N/A
Senior Vice President of 1996 76,800 60,000 10,125 N/A 3,000 N/A
Operations Administration of 1995 71,938 30,000 4,043 N/A 2,000 N/A
Bank

ALL
OTHER
COMPENSA-
NAME AND TION(4)
PRINCIPAL POSITION ($)
------------------ -------------
<S> <C>
Li-Pei Wu $ 20,000
Chairman of the Board, 21,500
President, Chief Executive 22,240
Officer
and Director of Bancorp and
Bank
Peter Wu 16,534
Executive Vice President, 19,090
Secretary, and Director of 18,148
Bancorp and Bank and Chief
Operating Officer of Bank
Peter Lowe 5,753
Executive Vice President and 5,452
Chief Financial Officer of 5,268
Bancorp and Bank
Eddie Chang 3,773
Senior Vice President and 3,235
Manager of Real Estate --
Lending Department of Bank
Domenic Massei 4,070
Senior Vice President of 3,830
Operations Administration of 3,597
Bank
</TABLE>

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

(1) Bancorp has no plans for granting restricted stock awards, or stock
appreciation rights, or making LTIP (Long-term Incentive Plan) payouts.

(2) Amounts shown are profit sharing awards paid for services rendered during
1997, 1996 and 1995 respectively.

(3) Amounts shown each represents gross-up payment to cover the federal income
tax for the portion (up to 30%) of the profit sharing award paid to the
Named Executive for services rendered during the year which such Executive
elects to set aside pursuant to savings incentives. Amounts shown assume
each of the Named Executives elects to set aside 30% of the profit sharing
award paid to him.

(4) Amounts shown include the matching funds contributed by the Bank pursuant to
the General Bank Profit Sharing 401(k) Plan and Director Fees received by
the Named Executives who are Directors.

(5) Information is not provided for the year 1995 because Mr. Chang was not an
executive officer of Bancorp or Bank for any part of the year during 1995.

8
<PAGE> 11

OPTION GRANTS IN LAST FISCAL YEAR

The following table reflects information with regard to stock options
granted under the GBC Bancorp Amended and Restated 1988 Stock Option Plan to the
Named Executives during fiscal 1997, as indicated in the Summary Compensation
Table.

OPTION GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(4)
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------

<CAPTION>
NO. OF SECURITIES
UNDERLYING % OF TOTAL OPTIONS EXERCISE OR
OPTIONS GRANTED GRANTED TO EMPLOYEES BASE PRICE EXPIRATION 5% 10%
NAME (1)(2) IN FISCAL YEAR ($/SHARE)(3) DATE ($) ($)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Li-Pei Wu -0- N/A N/A N/A -0- -0-
- ----------------------------------------------------------------------------------------------------------------------
Peter Wu 800 1.59% 28.50 1/15/1999 2,337 4,788
800 1.59% 28.50 1/15/2000 3,594 7,547
800 1.59% 28.50 1/15/2001 4,914 10,581
800 1.59% 28.50 1/15/2002 6,299 13,920
800 1.59% 28.50 1/15/2003 7,754 17,592
- ----------------------------------------------------------------------------------------------------------------------
Peter Lowe 600 1.19% 28.50 1/15/1999 1,753 3,591
600 1.19% 28.50 1/15/2000 2,695 5,660
600 1.19% 28.50 1/15/2001 3,685 7,936
600 1.19% 28.50 1/15/2002 4,724 10,440
600 1.19% 28.50 1/15/2003 5,816 13,194
- ----------------------------------------------------------------------------------------------------------------------
Eddie Chang 400 0.80% 28.50 1/15/1999 1,169 2,394
400 0.80% 28.50 1/15/2000 1,797 3,773
400 0.80% 28.50 1/15/2001 2,457 5,291
400 0.80% 28.50 1/15/2002 3,150 6,960
400 0.80% 28.50 1/15/2003 3,877 8,796
- ----------------------------------------------------------------------------------------------------------------------
Domenic Massei 300 0.60% 28.50 1/15/1999 876 1,796
300 0.60% 28.50 1/15/2000 1,348 2,830
300 0.60% 28.50 1/15/2001 1,843 3,968
300 0.60% 28.50 1/15/2002 2,362 5,220
300 0.60% 28.50 1/15/2003 2,908 6,597
</TABLE>

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

(1) Options granted in 1997 are exercisable starting 6 months after the grant
date, with 20% of the shares covered thereby becoming exercisable at that
time and with an additional 20% of the option shares becoming exercisable on
each successive anniversary date, with full vesting occurring on the fourth
anniversary date.

(2) Options have a term of 6 years, subject to earlier termination in the event
of the optionee's cessation of service with Bancorp. Each installment of
vesting shares (reported as separate grants in the above table) will
terminate on the second anniversary of the first date as of which such
installment becomes exercisable, except for the first installment which will
terminate one and one-half years after the date such installment becomes
exercisable. Options will become immediately exercisable in the event of a
liquidation, reorganization, merger or consolidation of Bancorp with another
corporation as a result of which Bancorp is not the surviving corporation,
or an asset sale of Bancorp to another person.

(3) The exercise price and tax withholding obligations related to exercise are
payable by the optionee at time of exercise.

(4) Exercise price multiplied by the annual appreciation rate shown compounded
annually for the full term of the option, multiplied by the number of
options granted. The dollar amounts set forth under the heading are the
result of calculations at the 5% and 10% rates set by the SEC and therefore
are not intended to forecast possible future valuation, if any, of the stock
price of the Bancorp.

9
<PAGE> 12

OPTION EXERCISES IN LAST FISCAL YEAR AND VALUE OF UNEXERCISED OPTIONS AT YEAR
END

<TABLE>
<CAPTION>
VALUE OF
SECURITIES
NUMBER OF UNDERLYING
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT 12/31/97(1)(2)
SHARES ACQUIRED 12/31/97(2) EXERCISABLE/
ON EXERCISE VALUE REALIZED(1) EXERCISABLE/ UNEXERCISABLE
NAME (#) ($) UNEXERCISABLE ($)
---- --------------- ----------------- ------------- --------------
<S> <C> <C> <C> <C>
Li-Pei Wu.................. 159,000 4,960,130 237,000/66,000 11,985,090/3,337,620
Peter Wu................... 13,480 344,272 0/10,600 0/466,575
Peter Lowe................. 12,200 355,925 0/10,800 0/496,650
Eddie Chang................ 1,760 55,244 1,500/3,400 66,163/140,363
Domenic Massei............. 2,560 71,826 2,200/4,200 101,825/185,175
</TABLE>

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

(1) Value is based on market value of Bancorp's Common Stock at date of exercise
or end of fiscal 1997 minus the exercise price.

(2) Bancorp has no plans pursuant to which stock appreciation rights may be
granted.

BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION

Compensation for each of the Named Executives, as well as other middle
level officers and above and certain business development employees, is
comprised mainly of a base salary and incentive compensation. The incentive
compensation may be made in awards of individual direct incentives, department
incentives, Company-wide profit sharing, and long-term compensation in the form
of stock options.

GBC Bancorp and General Bank (collectively the "Company") have maintained
the philosophy that compensation to officers should be highly incentive
oriented, and that employees should be encouraged to pursue better individual
and/or group performance and be rewarded accordingly. Consistent with this
compensation philosophy, the Company's existing profit sharing plan was amended
in February, 1996 and was expanded to create, in addition to the existing profit
sharing program, a new direct incentive program for officers and certain
non-officer employees whose business development or profit center financial
results can be quantified. Annual profit sharing and incentive awards are made
to the Company's officer-employees and eligible non-officer employees involved
in business development and marketing under the Company's profit sharing and
incentive compensation programs in accordance with the criteria discussed below.

The amount available for awards under the Company's profit sharing and
incentive compensation programs are based on the audited year end financial
statements, computed as follows: (i) 5.4% of any amount by which the Bank's tax
equivalent income before taxes exceeds 10% of the net equity of the Bank at the
beginning of that fiscal year but does not exceed 15% of such net equity; and
(ii) 6.4% of any amount by which such income exceeds 15% of such net equity. Of
the amount so determined to be available for the annual profit sharing and
incentive awards, specific incentive awards shall first be allocated to those
officers eligible to receive direct incentive compensation by virtue of their
quantifiable performance, and, only after such incentive awards are so
allocated, the Company-wide profit sharing awards shall then be allocated to
eligible officers of the Company from the remaining available funds. However,
since officers eligible to receive direct individual or group incentives are
rewarded based on quantifiable profitability improvements and achievements made
during a year, such incentive awards are not dependent upon the Company's
achieving the threshold of 10% return on shareholders' equity, but are based
upon the officer's individual and/or departmental profitability results.
Accordingly, awards may be made to such eligible officers for direct incentives
even if the threshold return described above is not met. The Company's
management shall report to the Board of Directors if and when such situation
arises.

The Company has established certain weighting guidelines in allocating the
Company-wide profit sharing awards. The weighting guidelines are based upon a
categorization of the Company's officers and business development personnel into
groups representing different job responsibilities. The exact weights assigned
to
10
<PAGE> 13

each of the groups will be reviewed annually by the Company's Chief Executive
Officer, and may be adjusted depending on the Chief Executive Officer's
assessment about each group's contribution to the Company's profits. The
allocation of the Company-wide profit sharing awards within each group will be
based on each individual's salary and job performance.

A further component of officer compensation is the awarding of stock
options. The Company believes that stock ownership by key employees provides a
valuable incentive for them as they will benefit as the GBC Bancorp stock price
increases, and that stock-based performance compensation arrangements are also
conducive to aligning employees' and shareholders' interests.

Compensation for the Chief Executive Officer, Mr. Li-Pei Wu, was made in
accordance with his seven-year employment agreement with GBC Bancorp and General
Bank dated December 19, 1991 (described on page 12) pursuant to the direction
and approval of their respective Board of Directors. The formula of the profit
sharing award for the Chief Executive officer was initially approved by the
Board in 1982 as a part of the compensation provided in his employment
agreement, which agreement was subsequently renewed three times without any
change in such profit sharing formula.

In setting the compensation to the Chief Executive Officer pursuant to the
aforesaid employment agreement of December 19, 1991, the Board of Directors took
particular note of the management's success, under the direction of the Chief
Executive Officer, in achieving the financial goals and in effectively directing
the Company's operations. The Board of Directors believes Mr. Wu has managed the
Company extremely well in a challenging business climate and has accomplished
distinguished results in comparison to peer companies in the banking industry.

On February 19, 1998, Mr. Li-Pei Wu entered into a new employment agreement
with Bancorp and the Bank, which agreement was subsequently amended on March 19,
1998 (see "Employment Agreement" under "EXECUTIVE COMPENSATION" on pages 12-14).
The philosophy guiding the Board in its structuring of Mr. Wu's compensation
program under his new employment agreement was to place an emphasis on the
Common Stock of Bancorp as a component of incentive compensation with the
intention to motivate Mr. Wu to improve stock market performance. Furthermore,
in order to encourage Mr. Wu to take a long-term view towards the Company's
performance, and related thereto to take an active role in the selection and
training of his successor as Chief Executive Officer of the Company, the Board
felt it advisable to provide for the grant of new stock options to Mr. Wu in
2001 for his promise not to compete with the business of the Company for five
(5) years after termination of his employment, and also to require that shares
granted to him under the stock retention program of the new employment agreement
be received by him only after deferral periods of two (2) or five (5) years. In
setting Mr. Wu's compensation under his new employment agreement the Board took
into consideration the Company's exceptional performance under his management,
particularly when compared to other members of its peer group. It is also to be
noted that the incentive compensation cash award payable to Mr. Wu is subject to
certain limitations, as described on page 13.

In connection with the compensation of the Named Executives, the Board has
considered the applicability of Section 162(m) of the Internal Revenue Code.
Section 162(m) limits deductibility of compensation in excess of $1,000,000.00
paid to the Named Executives unless this compensation qualifies as
"performance-based." In addition, Section 162(m) expressly excludes from its
application compensation payable under a written binding contract that was in
effect on February 17, 1993 and that is not materially modified before the
amount is paid. The Chief Executive Officer's employment agreement with the
Company in effect during 1997 (described on page 12) complies with this
grandfather clause of Section 162(m) and hence such section is inapplicable to
Mr. Li-Pei Wu insofar as his remuneration during 1997 exceeds $1,000,000.00.

The Chief Executive Officer's employment agreement with the Company
effective as of January 1, 1998 (described on pages 12-14) does not comply with
the grandfather clause of Section 162(m) described in the preceding paragraph.
During the course of negotiating Mr. Wu's compensation under his new employment
agreement with the Company and the Bank, the Board considered the application of
Section 162(m), and Mr. Wu's compensation has been structured to minimize the
possibility that the non-performance-based compensation portion of his annual
compensation will exceed the $1,000,000.00 Section 162(m) limitation.
11
<PAGE> 14

The Board believes that the likelihood is low that such Section 162(m)
limitation will be exceeded for any year that Mr. Wu is a Named Executive.
However, to the extent that the non-performance-based compensation payable to
Mr. Wu under such employment agreement may exceed the $1,000,000.00 limitation
of Section 162(m) for any year that he is a Named Executive, such excess amount
will not be tax deductible by the Company.

Other than Mr. Wu, there are no employees of the Company who received
compensation over $1,000,000.00 during 1997, and the Company does not expect
that the compensation payable to any of the Company's executive officers other
than Mr. Wu will approach the $1,000,000.00 limitation in the foreseeable
future.

<TABLE>
<S> <C>
THE BOARD OF DIRECTORS:
Helen Chen Chien-Te Wu
Thomas C. T. Chiu Julian Wu
Chuang-I Lin Li-Pei Wu
Ko-Yen Lin Peter Wu
Ting Y. Liu Ping C. Wu
John Wang Walter Wu
Kenneth Wang Chin-Liang Yen
</TABLE>

EMPLOYMENT AGREEMENT

Mr. Li-Pei Wu served as the Chairman, President and Chief Executive Officer
of Bancorp and the Bank pursuant to an employment agreement entered into on May
5, 1982, as amended on August 15, 1984, February 5, 1987 and restated on
December 19, 1991 (as so amended and restated, the "Prior Agreement"). On
February 19, 1998 Mr. Wu, Bancorp and the Bank entered into an employment
agreement having an effective date of January 1, 1998, which agreement was
modified by an amendment entered into on March 19, 1998 with an effective date
of January 1, 1998 (as so amended, the "New Agreement"). The New Agreement
modifies and supersedes the Prior Agreement. The incentive compensation award
program provided for in the New Agreement is subject to the approval by the
holders of a majority of the outstanding shares of the Company at the Meeting,
and absent such approval the New Agreement will be deemed to be void from its
inception and the Prior Agreement will be reinstated.

Under the Prior Agreement Mr. Wu's employment with Bancorp and the Bank
would have terminated on September 9, 1998, with Mr. Wu having the option to
renew the agreement for a successive one (1) year period, until September 9,
1999. The New Agreement provides for an employment term of five (5) years,
commencing January 1, 1998, and ending December 31, 2002. Pursuant to the New
Agreement, Mr. Wu will serve as Chairman of the Board of Bancorp and the Bank
throughout the entire term of the New Agreement, but he will resign as President
of Bancorp and the Bank by April 17, 1998 and will serve as Chief Executive
Officer of Bancorp and the Bank only through December 31, 2000.

The New Agreement provides for a base annual salary of $402,336.00, which
amount shall be adjusted on January 1, 1999, and on each anniversary thereof, by
a percentage increase equal to three percent (3%) over the increase in the
Consumer Price Index. The amount of Mr. Wu's base annual salary and the annual
percent increase carries over from that provided for in the Prior Agreement.

The New Agreement also provides for an annual incentive compensation award
payable to Mr. Wu, which award is based upon a formula identical to that for the
annual profit sharing award included in the Prior Agreement, to be computed as
follows: (i) three percent (3%) of any amount by which the Bank's tax equivalent
income before taxes exceeds ten percent (10%) of the net equity of the Bank at
the beginning of that fiscal year but does not exceed fifteen percent (15%) of
such net equity; and (ii) four percent (4%) of any amount by which such income
exceeds fifteen percent (15%) of such net equity. In addition, Mr. Wu will be
entitled to receive from each Bancorp subsidiary (other than the Bank), if any
exists, an incentive compensation cash award computed in accordance with a
formula identical to the one described in the preceding sentence. The aggregate
incentive compensation cash award payable to Mr. Wu shall be subject to

12
<PAGE> 15

the following maximum dollar limitations commencing with the fiscal year ending
December 31, 2000: (i) $1,500,000.00 for the fiscal year 2000; (ii) $400,000.00
for the fiscal year 2001; and (iii) $400,000.00 for the fiscal year 2002.
Amounts of incentive compensation cash awards received by Mr. Wu with respect to
services rendered in 1997, 1996 and 1995 are included in the Summary
Compensation Table.

Under the Prior Agreement, Mr. Wu was granted non-qualified options under
the 1988 Stock Option Plan to purchase an aggregate of 462,000 shares of Common
Stock of Bancorp at a price of $13.18 per share, exercisable in seven cumulative
annual installments of 66,000 shares, the first of which became exercisable on
June 1, 1992, and the remainder of which became exercisable commencing January
1, 1993, and continuing thereafter on each of the first five (5) anniversaries
thereof. All such options have become exercisable and have been exercised in
part, with Mr. Wu now holding unexercised options to acquire 238,000 shares of
Common Stock. Pursuant to the 1988 Stock Option Plan and to the Stock Option
Agreement under which Mr. Wu's options were granted, such options will expire on
December 19, 2001 or, notwithstanding such expiration dates, three (3) months
after the termination of Mr. Wu's employment with the Company, provided that (i)
in the case of his death during such three (3)-month period or while still
employed, such options would expire one (1) year after his death or (ii) in the
case of termination by reason of disability, within one (1) year after such
termination.

Under the New Agreement, subject to the adoption of a new stock option plan
by the Company and the approval thereof by the shareholders of the Company in
1999, provided that Mr. Wu continues in the employ of the Company through
December 19, 2001, on such date Mr. Wu will be granted a non-qualified stock
option to purchase shares of GBC Common Stock equal to the aggregate of the
number of shares of GBC Common Stock that are covered by the unexercised portion
of Mr. Wu's December 19, 1991 non-qualified stock option as of December 31, 2000
and/or the number of shares that had been previously acquired by Mr. Wu by
reason of exercising such non-qualified stock option and which shares are held
by him as of December 31, 2000. The number of shares of GBC Common Stock subject
to the new non-qualified stock option will be equitably adjusted in the event of
any change to GBC Common Stock occurring as a result of any stock split, stock
dividend, reorganization or similar transaction. The exercise price under such
new option will be the fair market value of GBC Common Stock on the date of
grant and such option will vest immediately. The new option will be exercisable
until December 31, 2007; provided, that if Mr. Wu's employment with the Company
terminates prior to December 31, 2002, the exercise period will only be three
(3) months from such termination date, or, if Mr. Wu dies or becomes disabled,
the exercise period will be the earlier of one (1) year from his death or
disability or December 31, 2007.

The New Agreement provides that commencing with the fiscal year ending
December 31, 1999 Mr. Wu may elect in his discretion to receive up to one-half
( 1/2) of his incentive compensation cash award for any fiscal year in shares of
Bancorp Common Stock. If Mr. Wu makes such an election he will receive as of the
date of such election GBC Common Stock equal in value (determined as of such
election date) to the portion of the cash award for which he elected to receive
GBC Common Stock. In addition, he will be awarded as of such election date a
vested, deferred contractual right to receive two (2) years later GBC Common
Stock equal in value to the sum of fifty percent (50%) in value of the portion
of the cash award for which he elected to receive GBC Common Stock plus the
value of dividends that would have been paid during the two (2)-year deferral
period had such GBC Common Stock actually been granted to him on the date of his
election. The number of shares of GBC Common Stock subject to the vested,
deferred contractual right will be equitably adjusted in the event of any change
to GBC Common Stock occurring as a result of any stock split, stock dividend,
reorganization or similar transaction.

is subject to equitable adjustment in the event of any change to GBC Common
Stock occurring as a result of any stock split, stock dividend, reorganization
or similar transaction.. Such additional shares shall be granted on the fifth
(5th) anniversary of the first (1st) day of January following the year with
respect to which the contractual right to receive the additional shares was
awarded (together with a further number of shares equal in value to the
dividends that would have been paid on the additional shares during such five
(5)-year deferral period).

As in the Prior Agreement, in the event of the disability of Mr. Wu, either
he or the Company may elect to terminate his employment upon six (6) months
prior written notice, during which period he is entitled to his regular pay and
a proportionate part of any incentive compensation award.

The New Agreement gives Mr. Wu a right to at any time, with or without
cause, terminate the New Agreement upon six (6) months prior written notice to
the Company, during which period he is entitled to his regular pay and a
proportionate part of any incentive compensation award.

Under the New Agreement, at the expiration of its stated term on December
31, 2002 (other than for cause), Mr. Wu will be entitled to an annual retirement
benefit equal to fifty percent (50%) of the annual base salary he earned during
his final year of employment. This retirement benefit will be payable in equal
monthly installments over the five (5) years following the expiration of the
term of the New Agreement.

The New Agreement contains a noncompetition provision whereby Mr. Wu agrees
not to compete with the Company for a period of five (5) years following the
date of his termination of employment under the New Agreement. In the event that
Mr. Wu fails to comply with such noncompetition provision, as of the date of
such failure to comply, (i) the new stock option granted to Mr. Wu on December
19, 2001, to the extent not yet exercised, or Mr. Wu's right to receive such
option if not yet granted, will expire or terminate, (ii) Mr. Wu will no longer
be entitled to the retirement benefit provided for under the New Agreement, to
the extent not yet paid, and (iii) Mr. Wu will no longer be allowed continued
use of an office and automobile.

If shareholder approval of the incentive compensation award program
provided for in the New Agreement (see "APPROVAL OF EXECUTIVE INCENTIVE
COMPENSATION AWARD PROGRAM FOR LI-PEI WU" on pages 6-7) is not obtained, the New
Agreement will be deemed to be void from its inception and the Prior Agreement
will be reinstated. If reinstated, the term of the Prior Agreement will end
September 9, 1998, and thereafter the agreement may be renewed at Mr. Wu's
option for a successive twelve (12)-month period. The Prior Agreement further
provides that, at the termination of Mr. Wu's employment, Bancorp shall, at Mr.
Wu's option, retain him as a consultant for a term not to extend beyond December
9, 2004, for the annual compensation of $50,000.00, subject to adjustment by a
percentage increase equal to the increase in the Consumer Price Index as
provided in the Prior Agreement.

In the event of any merger or consolidation or acquisition of Bancorp or
the Bank, whereby Bancorp or the Bank is not the surviving entity, or another
entity or person acquires more than fifty percent (50%) of the outstanding
Common Stock of the Bank or Bancorp in one or more transactions, or the Bank or
Bancorp ceases to exist pursuant to any of such transactions or similar
transactions (any of which herein referred to as a "Triggering Event"), under
the contingency stock option granted pursuant to the Prior Agreement, provided
Mr. Wu is then in the employ of the Company, Mr. Wu shall have the right to
purchase 121,000 shares of Bancorp Common Stock at $3.72 per share, exercisable
upon the execution of an agreement or the application to any regulatory
authority for approval of or consent to any Triggering Event, such right to
remain exercisable in whole or in part until 45 days after the consummation of
the Triggering Event. If any Triggering Event is not consummated, such
contingent option shall then not be exercisable, but shall continue in full
force and effect and be exercisable upon the occurrence of any future Triggering
Event.

14
<PAGE> 17

CHANGE IN CONTROL ARRANGEMENTS

Bancorp has certain compensatory arrangements with its executive officers
which will result from a change in control of the company. All stock option
agreements outstanding under the 1988 Stock Option Plan provide for the
acceleration of exercisability of options upon the occurrence of certain
triggering events, including a liquidation, reorganization, merger or
consolidation of Bancorp with another corporation as a result of which Bancorp
is not the surviving or resulting corporation, or a sale of substantially all
the assets of Bancorp to another person, or a reverse merger in which Bancorp is
the surviving corporation but the shares of Bancorp's stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property.

In addition, pursuant to the authorization of the Board of Directors of
Bancorp, certain employees of the Bank were granted contingency stock options to
purchase Common Stock of Bancorp upon the occurrence of a triggering event. The
term triggering event for this purpose shall mean the execution of an agreement
providing for any of the following transactions or the application to any
regulatory authority for approval of or consent to any of the following
transactions: sale of substantially all of the assets of the Bank or Bancorp,
any merger or consolidation or acquisition of the Bank or Bancorp whereby the
Bank or Bancorp is not the surviving entity, or an entity or person or such
person and his associates acquires up to fifty percent (50%) of the outstanding
Common Stock of the Bank or Bancorp in one transaction or in a series of related
transactions, or the Bank or Bancorp ceases to exist pursuant to any such
transactions or similar transactions. The contingency stock option may be
exercised in whole or in part by the employee at any time after the occurrence
of the triggering event and until forty five (45) days after the date the
triggering event is consummated. In the event an employee's employment by the
Bank is terminated, the contingency stock option previously granted to him is
also terminated.

DISCLOSURE OF LATE FILINGS OF SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires Bancorp's
directors and executive officers, and persons who own more than 10% of a
registered class of Bancorp's equity security (if any), to file with the
Securities and Exchange Commission reports of ownership and changes in ownership
of common stock of Bancorp. Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the issuer with copies of
all Section 16(a) forms they file.

Based solely on review of the copies of such reports furnished to Bancorp
or representations that no other reports were required, Bancorp believes that,
during the 1997 fiscal year, all filing requirements applicable to Bancorp's
officers and directors were complied with.

15
<PAGE> 18

COMPARATIVE STOCK PERFORMANCE

Set forth below is a line graph comparing the cumulative total shareholder
return on the Common Stock of Bancorp for the last five fiscal years with the
cumulative total return on the S&P 500 Index and the SNL Securities, L.P.
California Independent Bank Stock Index over the same period.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG GBC BANCORP, S&P 500 INDEX & SNL SECURITIES, L.P.
CALIFORNIA INDEPENDENT BANK STOCK INDEX**

<TABLE>
<CAPTION>
California
Measurement Period Independent Bank
(Fiscal Year Covered) GBC Bancorp S&P 500 Index
<S> <C> <C> <C>
12/31/92 100.00 100.00 100.00
12/31/93 105.44 110.08 123.17
12/31/94 99.34 111.53 130.64
12/31/95 124.88 153.44 180.54
12/31/96 200.91 188.52 222.82
12/31/97 466.66 251.44 436.53
</TABLE>

ASSUMES $100 INVESTED ON DECEMBER 31, 1992 IN GBC BANCORP COMMON STOCK, S&P 500
INDEX, AND SNL SECURITIES, L.P. CALIFORNIA INDEPENDENT BANK STOCK INDEX

* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
** FISCAL YEAR ENDING DECEMBER 31

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG Peat Marwick LLP has audited the consolidated financial statements of
Bancorp since September, 1992, and the Board of Directors intends to re-appoint
KPMG Peat Marwick LLP for Bancorp's fiscal year ending December 31, 1998.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Meeting. They will have an opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.

16
<PAGE> 19

CERTAIN TRANSACTIONS

Some of the directors and executive officers of Bancorp and the companies
with which they are associated are customers and have had banking transactions
with the Bank in the ordinary course of the Bank's business, and the Bank
expects to have banking transactions with such persons in the future. In
Management's opinion, all loans and commitments to lend included in such
transactions were made on substantially the same terms, including interest rates
and collateral, as those prevailing for comparable transactions with other
persons of similar creditworthiness and, in the opinion of Management, did not
involve more than a normal risk of collectibility or present other unfavorable
features. The aggregate balance outstanding at December 31, 1997, of all such
loans and credit extensions to all directors and executive officers of the Bank,
together with their associates, was $4,158,675, constituting approximately 3.10%
of the Bank's Stockholders' Equity.

SHAREHOLDERS' PROPOSALS

Any shareholder of Bancorp who wishes to present a proposal to be
considered at the next Annual Meeting of Shareholders of Bancorp and who wishes
to have such proposal presented in Bancorp's Proxy Statement for such Meeting
must deliver such proposal in writing to Bancorp at its head office stated above
not later than December 31, 1998.

OTHER MATTERS

The Board of Directors has no knowledge of any other matters which may come
before the Meeting and does not intend to present any other matters. However, if
any other matters shall properly come before the Meeting or any adjournment
thereof, the persons named as proxies will have discretionary authority to vote
the shares represented by the accompanying proxy in accordance with their best
judgment.

GBC BANCORP

/s/ PETER WU

Peter Wu
Secretary

Dated: April 6, 1998

A COPY OF BANCORP'S 1997 ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST TO GBC BANCORP, 800 WEST SIXTH STREET, LOS ANGELES, CALIFORNIA
90017. ATTENTION: INVESTOR RELATIONS.

17
<PAGE> 20

APPENDIX A

INCENTIVE COMPENSATION AWARD PROGRAM FOR LI-PEI WU
(PARAGRAPHS 2.2, 2.4 AND 2.5 OF THE EMPLOYMENT AGREEMENT
BETWEEN BANCORP AND LI-PEI WU)

2.2 Incentive Compensation:

a. Promptly following receipt of the Bank's audited annual financial
statements, the Bank shall pay Executive an incentive compensation award payable
in a lump sum and computed as follows: (i) three percent (3%) of any amount by
which the tax equivalent income of the Bank before executive incentive
compensation awards and income taxes exceeds ten percent (10%) of the net equity
of the Bank at the beginning of that fiscal year but does not exceed fifteen
percent (15%) of such net equity; and (ii) four percent (4%) of any amount by
which such tax equivalent income exceeds fifteen percent (15%) of such net
equity.

b. GBC shall cause each subsidiary (other than the Bank), promptly
following receipt of such subsidiary's audited annual financial statements, to
pay Executive an incentive compensation award payable in a lump sum and computed
as follows: (i) three percent (3%) of any amount by which the tax equivalent
income of such subsidiary before executive incentive compensation awards and
income taxes exceeds ten percent (10%) of the net equity of the subsidiary at
the beginning of that fiscal year but does not exceed fifteen percent (15%) of
such net equity; and (ii) four percent (4%) of any amount by which such tax
equivalent income exceeds fifteen percent (15%) of such net equity; provided,
however, that in the event any subsidiary of GBC shall realize a net loss for
any fiscal year, such loss shall not be included in the computation of the tax
equivalent income of the Bank or any other subsidiary of GBC for that fiscal
year for the purpose of computing any incentive compensation award of Executive
under this Paragraph 2.2.

c. Commencing with the fiscal year ending December 31, 2000, the aggregate
incentive compensation payable to Executive shall be subject to the following
maximum dollar limitations:

<TABLE>
<CAPTION>
FOR FISCAL YEAR MAXIMUM CASH AWARD
- --------------- ------------------
<S> <C>
2000..... $1,500,000
2001..... 400,000
2002..... 400,000
</TABLE>

2.4 Stock Option: Executive's Non-Qualified Stock Option Agreement dated
December 19, 1991 and Contingency Stock Option Agreement dated July 8, 1988
shall remain in full force and effect under this Agreement as fully as though
the Prior Agreement were still in full force and effect. Subject to the approval
of the shareholders of GBC of a new stock option plan to be adopted by GBC in
1999, GBC hereby agrees to grant Executive, on December 19, 2001, a nonqualified
stock option under the foregoing plan to purchase such number of shares of GBC
common stock at the price and on such conditions as set forth in a summary of
material terms, a copy of which is attached hereto as Exhibit "A". The Board of
GBC further agrees to unanimously recommend the new stock option plan to the
shareholders of GBC at the annual meeting of shareholders in 1999. In the event
that such plan is not approved by the shareholders of GBC at such time, this
Paragraph 2.4 shall be deemed to be null and void ab initio.

2.5 Stock Retention Program: Commencing with the fiscal year ending
December 31, 1999, Executive may elect, in his sole discretion, to receive up to
one-half ( 1/2) of his incentive compensation payable pursuant to Paragraph 2.2
hereof for any fiscal year in shares of GBC common stock. In such event,
Executive shall be entitled to receive shares of GBC common stock equal in
value, determined as of the date of Executive's election ("Election Date"), to
the one-half ( 1/2) portion of the cash award for which Executive has elected to
receive GBC common stock and which otherwise would have been payable in cash to
Executive. In addition and without regard to the maximum dollar limitation
provided in subparagraph 2.2c hereof, Executive shall also be awarded a vested,
deferred contractual right to receive on the second (2nd) anniversary of the
Election Date (which right in the event of Executive's death shall inure to the
benefit of his heirs) additional such shares in an amount equal in value to
fifty percent (50%) in value, determined as of the Election Date, of the portion
of the cash award for which Executive has chosen to receive GBC common stock
(plus an additional

A-1
<PAGE> 21

number of such shares in an amount equal in value, determined on the date of
such deferred stock grant, to the value of the dividends that would have been
paid during the two-year deferral period on such additional shares had they been
granted on the Election Date). GBC shall award to Executive each fiscal year
during the initial three (3) years of his employment hereunder, a vested,
deferred contractual right to receive one (1) share of GBC common stock for
every twenty (20) (i) shares of GBC common stock, acquired by Executive solely
through exercise of his Non-Qualified Stock Option and/or pursuant to this
Paragraph 2.5 (but excluding shares acquired under Executive's Contingency Stock
Option and shares for which Executive has a vested, deferred contractual right
to receive pursuant to this Paragraph 2.5) and/or (ii) vested option shares
under Executive's Non-Qualified Stock Option (even though not yet exercised by
Executive), which Executive holds during the full term of such year. The total
of such shares to be received by Executive pursuant to the immediately preceding
sentence, shall not, in the aggregate, exceed 50,000. An equitable adjustment to
the foregoing 50,000 limit and/or any award of a contractual right pursuant to
this Paragraph 2.5 to receive additional shares of GBC common stock shall be
made by the Board of GBC upon changes in GBC common stock through a
reorganization, merger, recapitalization, reclassification, stock split, stock
dividend, stock consolidation or otherwise. Executive (or his heirs in the event
of Executive's death) shall be granted such additional shares on the fifth (5th)
anniversary of the first (1st) day of January following the year with respect to
which the contractual right to receive the additional shares is awarded (plus an
additional number of such shares in an amount equal in value, determined on the
date of such deferred stock grant, to the value of dividends, if any, that would
have been paid on the additional shares during the five (5)-year deferral
period). Subject to the requirement for advance shareholder approval provided in
Paragraph 20 hereof, any award hereunder to Executive of a contractual right to
receive additional shares of GBC common stock shall constitute an unconditional
obligation of GBC to Executive.

* * * * *

EXHIBIT "A"

SUMMARY OF MATERIAL TERMS OF NONQUALIFIED STOCK OPTION
TO BE GRANTED PURSUANT TO PARAGRAPH 2.4

Grant Date................. December 19, 2001; provided that Mr. Li-Pei Wu
continues in the employ of GBC Bancorp through such
date.

Number of Option Shares.... Equal to the aggregate of the number of shares of
GBC Bancorp common stock as are (i) covered by the
unexercised portion of Mr. Wu's December 19, 1991
NonQualified Stock Option as of December 31, 2000
and/or (ii) acquired upon exercise of such Option
and held by Mr. Wu through December 31, 2000. The
maximum number of option shares that may be granted
will not exceed 240,000.

Per Share Option Price..... Equal to per share fair market value of GBC Bancorp
common stock on Grant Date.

Expiration Date............ December 31, 2007

Vesting.................... Full and immediate as of Grant Date.

Exercise Period Upon
Termination of Employment
Prior to December 31,
2002:...................... 3 months from termination date.

A-2
<PAGE> 22

Exercise Period Upon
Termination of Employment,
Without Cause, on Dec. 31,
2002....................... 5 years from termination date; provided that such
extended exercise period shall cease immediately
upon Mr. Wu's failure to comply with the
noncompetition covenant set forth in Paragraph 9.4
of the Employment Agreement.

Exercise Period Upon Mr.
Wu's Death or Disability... With respect to the unexercised portion of his
nonqualified stock option, 1 year from Mr. Wu's
death or disability (whichever is applicable) or
Expiration Date, whichever is earlier.

Equitable Adjustment....... In the event of any changes in GBC Bancorp common
stock occurring after the date of this Amendment,
which are due to reorganization, merger,
recapitalization, reclassification, stock split,
stock dividend, stock consolidation or otherwise,
an appropriate and proportionate adjustment shall
be made by the Board of Directors in the number and
kind of shares as to which the nonqualified stock
option may be granted. If the option has been
granted prior to such change in GBC Bancorp common
stock, a corresponding adjustment changing the
number or kind of shares and the exercise price per
share shall be made to the unexercised option
shares.

A-3
<PAGE> 23

GBC BANCORP

ANNUAL MEETING OF SHAREHOLDERS MAY 7, 1998

The undersigned hereby appoints Peter Wu and Sheila Miller or either of them,
proxies, each with full power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of GBC Bancorp held on record by the undersigned on February 28, 1998, at
the Annual Meeting of Shareholders to be held on May 7, 1998 or any adjournments
thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.)

(TO BE SIGNED ON THE OTHER SIDE.)

-----------
SEE REVERSE
SIDE
-----------
<PAGE> 24

- ------ PLEASE MARK
YOUR VOTES
X AS IN THIS
EXAMPLE ------
- ------

FOR WITHHOLD
ALL NOMINEES AUTHORITY
LISTED BELOW to vote
(except as for all
marked to nominees
the contrary listed
below) below

[ ] [ ]

1. ELECTION OF
DIRECTORS

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NAME ON THE SPACE PROVIDED BELOW.

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

NOMINEES: Helen Y. Chen, Thomas C.T.
Chiu, Chuang-I Lin, Ko-Yen
Lin, Ting Yung Liu, John Wang,
Kenneth Wang, Chien-Te Wu,
Julian Wu, Li-Pei Wu, Peter
Wu, Ping C. Wu, Walter Wu,
Chin-Liang Yen

<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN

2. Approval of Executive ------ ------ ------
Incentive Compensation
Award Program for
Li-Pei Wu.

------ ------ ------
</TABLE>

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

THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ITEMS (1),
(2) AND (3). IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY CONFERS
AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATION OF THE BOARD OF
DIRECTORS.

Please date this Proxy and sign as the name appears below.

Signature(s) ______________________________________ Dated: _________, 1998

When shares are held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in partnership name
by authorized person.