CHANGE-IN-CONTROL AGREEMENT







CHANGE-IN-CONTROL AGREEMENT






            THIS CHANGE-IN-CONTROL AGREEMENT is
made and entered into as of the 13th 
day of April, 2005 by and between FIRST
CHARTER CORPORATION (the "Company"), a North Carolina
corporation, and  Cecil O. Smith, Jr.("Employee"), an individual
residing in Charlotte, North Carolina.




Background Statement




            First Charter Bank
(the "Bank") is a wholly owned subsidiary of the Company.  Employee is a valued employee of the
Bank.  In order to induce Employee to
continue employment with the Bank and to enhance Employee's job security, the
Company desires to provide compensation to Employee in the event Employee's
employment is terminated following a change- in-control of the Company, as
hereinafter provided.




            NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the compensation the Company agrees to pay to Employee, Employee's
continued employment with the Bank, and of other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, the
Company and Employee agree as follows:




            1.         Termination
following a Change-in-Control.  If a
Change-in-Control (as defined in Section 1(iii) hereof) occurs and if, within
one year following the Change-in-Control, the employment of Employee is
terminated (x) by the Company or the Bank other than for Cause or (y) by
Employee for Good Reason, Employee's Compensation shall continue to be paid,
subject to applicable withholdings, by the Company for a period of 24-months following such termination of
employment.  In lieu of receiving
payment of Compensation for such
24-month period in installments, the Employee may elect, at any time prior
to the earlier to occur of a Change-in-Control or action by the Board of
Directors of the Company with respect to an event which would, upon
consummation, result in a Change-in-Control (which election shall be evidenced
by notice filed with the Company), to be paid the present value of any such
Compensation in a lump sum within 30 days of termination of the Employee's
employment under circumstances entitling such Employee to Compensation
hereunder.  The calculation of the
amount due shall be made by the independent accounting firm then performing the
Company's independent audit, and such calculation, including but not limited to
the discount factor used to determine present value, shall be conclusive.




            For purposes of this
Agreement, the following terms shall have the meanings indicated:




         (i)            Cause. 
Termination by the Company or the Bank for "Cause" shall mean
(A) termination on account of willful misconduct of a material nature by the
Employee in connection with performance of his duties as an employee; (B) use
of alcohol or narcotics that affects his ability to perform his duties as an
employee; (C) conviction of a felony or serious misdemeanor involving moral
turpitude; (D) embezzlement or theft from the Company or the Bank; (E) gross
inattention to or dereliction of duty; or (F) performance by the Employee of
any other willful acts which Employee knew or reasonably should have known
would be materially detrimental to the Company or the Bank.





        (ii)            Good Reason.  Termination by the Employee for "Good Reason" shall
mean (A) a material reduction in Employee's position, duties, responsibilities
or status as in effect immediately preceding the Change-in-Control, or a change
in Employee's title resulting in a material reduction in his responsibilities
or position with the Company or the Bank as in effect immediately preceding the
Change-in-Control, in either case without Employee's consent; (B) a material
reduction in the rate of Employee's base salary as in effect immediately
preceding the Change-in-Control or a material decrease in the bonus percentage
to which Employee was entitled pursuant to any of the Company's incentive bonus
plans at the end of the fiscal year immediately preceding the
Change-in-Control, in either case without Employee's consent; provided, however,
that nothing herein shall be construed to guarantee the Employee's bonus award
if performance, either by the Company or Employee, is below target as set forth
in any of the Company's such incentive bonus plans; or (C) the relocation of
Employee, without his consent, to a location outside a 30 mile radius of
Charlotte, North Carolina, following a Change-in-Control.




       (iii)            Change-in-Control.  For purposes of this Agreement,
"Change-in-Control" shall mean (A) the consummation of a merger,
consolidation, share exchange or similar transaction of the Company with any
other corporation as a result of which the holders of the voting capital stock
of the Company as a group would receive less than 50% of the voting capital
stock of the surviving or resulting corporation; (B) the sale or transfer
(other than as security for obligations of the Company) of substantially all
the assets of the Company; (C) in the absence of a prior expression of approval
by the Board of Directors, the acquisition of more than 20% of the Company's
voting capital stock by any person within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
other than a person, or group including a person, who beneficially owned, as of
the date of this Agreement, more than 5% of the Company's securities; (D)
during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Company cease for any
reason to constitute at least a majority thereof unless the election, or the
nomination for election by the Company's shareholders, of each new director was
approved by a vote of at lease two-thirds of the directors then still in office
who were directors at the beginning of the period; or (E) any other
change-in-control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act or the acquisition of control, within the meaning of
Section 2(a)(2) of the Bank Holding Company Act of 1956, as amended, or Section
602 of the Change in Bank Control Act of 1978, of the Company by any person,
company or other entity.




       (iv)            Compensation.  Employee's Compensation shall consist of the following: (A)
Employee's annual base salary, as paid by the Company or the Bank, in effect
immediately preceding the Change-in-Control and (B) the average of any bonus
paid by the Company or the Bank to Employee during the two most recent fiscal
years ending prior to such Change-in-Control pursuant to any of the Company's
incentive bonus plans.





            2.         Additional
Benefits.  Upon termination of
Employee's employment entitling Employee to Compensation set forth in Section 1
hereof, the Company shall maintain in full force and effect for the continued
benefit of Employee for such 24-month
period health insurance (including coverage for Employee's dependents to the
extent dependent coverage is provided by the Company for its employees
generally) under such plans and programs in which Employee was entitled to
participate immediately prior to the date of such termination of employment,
provided that Employee's continued participation is possible under the general
terms and provisions of such plans and programs.  In the event that Employee's participation in any such plan or
program is barred, the Company shall arrange to provide Employee with health
insurance benefits for such 24-month
period substantially similar to those which Employee would otherwise have been
entitled to receive under such plans and programs from which his continued
participation is barred.  However, in no
event will Employee receive from the Company the health insurance contemplated
by this Section 2 if Employee receives comparable insurance from any other
source.




            3.        Limit
on Payments.  It is the intention of
the Company and Employee that no portion of the payment made under this Agreement,
or payments to or for Employee under any other agreement or plan, be deemed to
be an excess parachute payment as defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") or any successor
provision.  The Company and Employee
agree that the present value of any payment hereunder and any other payment to
or for the benefit of Employee in the nature of compensation, receipt of which
is contingent on a Change-in-Control of the Company, and to which Section 280G
of the Code or any successor provision thereto applies, shall not exceed an
amount equal to one dollar less than the maximum amount that Employee may
receive without becoming subject to the tax imposed by Section 4999 of the Code
or any successor provision or which the Company may pay without loss of
deduction under Section 280G of the Code or any successor provisions.  Present value for purposes of this Agreement
shall be calculated in accordance with Section 1274(b)(2) of the Code or any
successor provision.  In the event that
the provisions of Section 280G and 4999 of the Code or any successor provisions
are repealed without succession, this Section 3 shall be of no further force or
effect.




            4.         Effect
of Agreement.  Nothing contained in
this Agreement shall confer upon Employee any right to continued employment by
the Company or the Bank or shall interfere in any way with the right of the
Company or the Bank to terminate his employment at any time for any
reason.  The provisions of this
Agreement shall not affect in any way the right or power of the Company to
change its business structure or to effect a merger, consolidation, share
exchange or similar transaction, or to dissolve or liquidate, or sell or
transfer all or part of its business or assets.




            5.         Source
of Payment.  All payments provided
for under this Agreement shall be paid in cash from the general funds of the
Company, and no special or separate fund shall be established, and no other
segregation of assets shall be made to assure payment, except as provided to
the contrary in funded benefits plans. 
Employee shall have no right, title or interest whatsoever in or to any
investments that the Company may make to aid the Company in meeting its
obligations hereunder.  Nothing
contained herein, and no action taken pursuant to the provisions hereof, shall
create or be construed to create a trust of any kind or a fiduciary
relationship between the Company and Employee or any other person.  To the extent that any person acquires a
right to receive payments from the Company hereunder, such right shall be no
greater than the right of an unsecured creditor of the Company.





         6.            General
Provisions.


          (i)            Binding Effect.  This Agreement shall be binding upon, and
inure to the benefit of, Employee and the Company and their respective
permitted successors and assigns. 
Neither this Agreement nor any right or interest hereunder shall be
assignable by Employee, his beneficiaries, or legal representatives without the
Company's prior written consent.  The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, share exchange or otherwise) to all or substantially all
of the business and/or assets of the Company, by agreement in form and
substance satisfactory to Employee, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.  Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle Employee to compensation from the Company
in the same amount and on the same terms as he would be entitled to hereunder
if he terminated his employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the date Employee's employment was terminated.  As used in this Agreement,
"Company" shall mean the Company as defined herein and any successor
to its business and/or assets as aforesaid that executes and delivers the
agreement provided for in this Section 6(i) or that otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.




        (ii)            Amendment of Agreement.  This Agreement may not be modified or
amended except by an instrument in writing signed by the parties hereto.




       (iii)            Headings and Gender.  The headings of paragraphs herein are
included solely for convenience of reference and shall not control the meaning
or interpretation of any of the provisions of this Agreement.




       (iv)            Governing Law.  This Agreement has been executed and
delivered in the State of North Carolina, and its validity, interpretation,
performance and enforcement shall be governed by the laws of such state.




            IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first above stated.






                                                                        FIRST
CHARTER CORPORATION         


                                                                   


                                                                        By:       /s/
LAWRENCE M. KIMBROUGH      


 


                                                                           


                                                                        EMPLOYEE:  






                                                                           /S/
CECIL O. SMITH, JR.                            (SEAL)