0000950144-06-005717 Sample Contracts

dated as of June 1, 2006 among
Voting Agreement • June 6th, 2006 • GBC Bancorp Inc • State commercial banks • North Carolina
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RETENTION AGREEMENT
Retention Agreement • June 6th, 2006 • GBC Bancorp Inc • State commercial banks • Georgia

THIS RETENTION AGREEMENT (the “Agreement”), contingent on the consummation of the Merger (as defined below) and effective as of the Closing Date (as defined below), is made and entered into by and between MICHAEL L. COUCH (“Employee”) and FIRST CHARTER CORPORATION, a North Carolina corporation, for and on its own behalf and in the interests of the surviving corporation in the Merger (the “Company”), and FIRST CHARTER BANK, a North Carolina corporation (collectively defined and referred to as the “Parties”).

AGREEMENT AND PLAN OF MERGER by and between GBC BANCORP, INC. and FIRST CHARTER CORPORATION DATED AS OF JUNE 1, 2006
Agreement and Plan of Merger • June 6th, 2006 • GBC Bancorp Inc • State commercial banks • North Carolina

AGREEMENT AND PLAN OF MERGER, dated as of June 1, 2006 (this “Agreement”), by and between GBC BANCORP, INC., a Georgia corporation (“GBC”), and FIRST CHARTER CORPORATION, a North Carolina corporation (“First Charter”).

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